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Non Compete Intellectual Property Agreement
"I need a Non Compete Intellectual Property Agreement for a senior software developer joining my fintech startup in Manila, with specific focus on protecting our AI algorithms and ensuring they can't work for competing financial technology companies in Southeast Asia for 18 months after leaving."
1. Parties: Identification of the contracting parties, including full legal names, addresses, and business registration details
2. Background: Context of the agreement, relationship between parties, and purpose of the agreement
3. Definitions: Detailed definitions of key terms including Intellectual Property, Confidential Information, Competition, Territory, and Restricted Period
4. Intellectual Property Rights: Comprehensive coverage of IP ownership, assignment, and protection obligations
5. Non-Compete Obligations: Specific restrictions on competitive activities, including scope, duration, and geographical limitations
6. Confidentiality Obligations: Requirements for maintaining confidentiality of proprietary information and trade secrets
7. Duration and Territory: Temporal and geographical scope of the agreement's restrictions
8. Consideration: Details of any payment or benefit provided in exchange for the restrictions
9. Enforcement and Remedies: Rights and procedures for enforcing the agreement, including injunctive relief and damages
10. Return of Property: Obligations regarding the return of confidential information and intellectual property upon termination
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
12. General Provisions: Standard clauses including severability, entire agreement, and amendment procedures
1. Assignment Rights: Specific provisions regarding the right to assign the agreement to third parties, particularly relevant in case of business sale or restructuring
2. Dispute Resolution: Alternative dispute resolution mechanisms such as mediation or arbitration, recommended for complex business relationships
3. Training and Development: Provisions regarding any specialized training provided, useful when the non-compete is tied to significant company investment in employee development
4. Garden Leave: Provisions for paid non-active period, relevant for senior executives or key personnel
5. Survival Clauses: Specific provisions that survive termination, important for long-term IP protection
6. Independent Contractor Provisions: Special provisions if the agreement is with independent contractors rather than employees
7. Industry-Specific Compliance: Additional compliance requirements for regulated industries
1. Schedule A - Protected Intellectual Property: Detailed list of specific IP assets covered by the agreement, including patents, trademarks, copyrights, and trade secrets
2. Schedule B - Restricted Activities: Comprehensive list of specific activities, businesses, and roles that are restricted under the non-compete provisions
3. Schedule C - Territorial Restrictions: Detailed mapping of geographical areas where restrictions apply
4. Schedule D - Consideration Details: Breakdown of any financial or other consideration provided in exchange for the restrictions
5. Appendix 1 - Confidential Information Categories: Detailed categorization of types of confidential information covered
6. Appendix 2 - Return of Property Checklist: Itemized list of physical and digital assets to be returned upon termination
Authors
Confidential Information
Intellectual Property
Patents
Copyrights
Trademarks
Trade Secrets
Know-How
Proprietary Information
Competing Business
Restricted Activities
Restricted Period
Territory
Business Day
Effective Date
Termination Date
Affiliates
Derivative Works
Improvements
Licensed Technology
Material Breach
Proprietary Rights
Work Product
Technical Information
Commercial Information
Competitive Enterprise
Consideration
Developed IP
Pre-existing IP
Restricted Products
Restricted Services
Third Party
Associated Companies
Business Relations
Confidentiality Obligations
Customer
Disclosing Party
Receiving Party
Employee
Intellectual Property Rights
Moral Rights
Parent Company
Professional Services
Subsidiary
Permitted Purpose
Related Entity
Non-Competition
Confidentiality
Duration
Territory
Assignment
Consideration
Return of Property
Remedies
Injunctive Relief
Severability
Governing Law
Dispute Resolution
Cooperation
Notice
Amendment
Waiver
Force Majeure
Entire Agreement
Survival
Third Party Rights
Indemnification
Warranties
Termination
Interpretation
Counterparts
Independent Contractor
Compliance with Laws
Non-Solicitation
Restrictive Covenants
Data Protection
Trade Secrets
Moral Rights
IP Ownership
Disclosure Obligations
Non-Circumvention
Specific Performance
Acknowledgment
Technology
Pharmaceuticals
Biotechnology
Software Development
Manufacturing
Research and Development
Financial Services
Professional Services
Healthcare
Telecommunications
Media and Entertainment
Engineering
Consumer Electronics
Industrial Design
Education and Training
Research and Development
Product Development
Engineering
Innovation
Technology
Legal
Intellectual Property
Information Technology
Design
Scientific Research
Software Development
Data Science
Technical Operations
Systems Architecture
Chief Technology Officer
Research Scientist
Software Engineer
Product Developer
R&D Manager
Technical Lead
Chief Innovation Officer
Systems Architect
Data Scientist
Product Manager
Industrial Designer
Senior Developer
Biotechnology Researcher
AI Engineer
Technical Consultant
Research Director
IP Manager
Innovation Specialist
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