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1. Parties: Identification of the parties entering into the agreement, including their legal names, addresses, and corporate details
2. Background: Context of the agreement, relationship between parties, and purpose of entering into the confidentiality and non-solicitation arrangement
3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Solicitation', 'Restricted Period', and other relevant terms
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
6. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or business partners, including scope and duration
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Data Privacy Compliance: Specific provisions addressing compliance with the Data Privacy Act of 2012, used when personal data is involved
2. Intellectual Property Rights: Additional provisions protecting IP rights, used when confidential information includes IP assets
3. Survival Clause: Specifies which provisions survive termination, used in more complex agreements
4. Assignment and Succession: Rules for transferring rights under the agreement, used when transfer rights are important
5. Digital Information Security: Specific provisions for protecting digital information, used when electronic data is involved
6. International Transfer of Data: Provisions for cross-border data transfers, used when parties are in different jurisdictions
7. Force Majeure: Provisions for unforeseen circumstances, used in longer-term agreements
1. Schedule A - Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule B - Restricted Parties: List of specific employees, customers, or business partners covered by non-solicitation provisions
3. Schedule C - Security Protocols: Specific procedures for handling and protecting confidential information
4. Schedule D - Authorized Representatives: List of individuals authorized to receive or handle confidential information
5. Appendix 1 - Data Processing Requirements: Specific requirements for processing personal data under Philippine law
Permitted Purpose
Disclosing Party
Recipient
Authorized Representatives
Affiliate
Business Day
Effective Date
Term
Non-Solicitation Period
Protected Employees
Protected Customers
Business Partners
Trade Secrets
Proprietary Information
Personal Data
Material Non-Public Information
Intellectual Property Rights
Restricted Activities
Solicitation
Disclosure
Representatives
Related Parties
Confidential Materials
Security Protocols
Group Company
Data Subject
Permitted Disclosures
Non-Solicitation
Data Protection
Term and Duration
Permitted Disclosures
Return of Information
Intellectual Property
Remedies
Indemnification
Breach
Governing Law
Jurisdiction
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Notices
Waiver
Survival
Third Party Rights
Counterparts
Costs
Security Measures
Dispute Resolution
Termination
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Retail
Telecommunications
Business Process Outsourcing
Research and Development
Education
Pharmaceuticals
Real Estate
Engineering
Media and Entertainment
Energy
Legal
Human Resources
Executive Leadership
Business Development
Information Technology
Research and Development
Sales
Operations
Procurement
Finance
Compliance
Information Security
Intellectual Property
Chief Executive Officer
Human Resources Director
Legal Counsel
Business Development Manager
Chief Technology Officer
Project Manager
Research Director
Sales Manager
Operations Manager
Procurement Manager
Chief Financial Officer
IT Security Manager
Compliance Officer
Recruitment Manager
Intellectual Property Manager
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