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1. Parties: Identifies the employer and employee who are entering into the agreement
2. Background: States the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Employee Obligations: Core confidentiality obligations and prohibited actions
6. Term and Survival: Duration of the agreement and which provisions survive termination
7. Return of Materials: Requirements for returning confidential materials upon termination
8. General Provisions: Standard legal provisions including governing law, severability, and entire agreement
1. Non-Competition: Restrictions on competitive activities - include when permitted by state law and necessary to protect legitimate business interests
2. Non-Solicitation: Restrictions on soliciting employees or customers - include when protecting customer relationships and workforce stability is crucial
3. Intellectual Property Rights: Assignment of IP rights and inventions - include when employee may create intellectual property during employment
4. Data Privacy Obligations: Specific obligations regarding personal data - include when employee has access to personal data or when required by privacy laws
1. Schedule A - Excluded Information: List of information specifically excluded from confidentiality obligations
2. Schedule B - Prior Inventions: List of employee's pre-existing intellectual property - include when IP rights provisions are included
3. Schedule C - Approved Outside Activities: List of permitted external business activities - include when employee has approved external commitments
Trade Secrets
Intellectual Property
Proprietary Information
Company Materials
Effective Date
Term
Unauthorized Disclosure
Work Product
Permitted Purpose
Affiliate
Business Relationship
Termination Date
Prior Inventions
Third Party Information
Restricted Period
Company Business
Competitive Business
Non-Disclosure
Protection of Information
Return of Materials
Intellectual Property Rights
Trade Secrets Protection
Non-Competition
Non-Solicitation
Term and Termination
Remedies
Injunctive Relief
Survival
Assignment
Severability
Governing Law
Dispute Resolution
Notices
Entire Agreement
Amendments
Waiver
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