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1. Parties: Identification of the company and the executive entering into the agreement
2. Background: Context of the agreement and executive's role
3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information
5. Executive's Obligations: Core confidentiality obligations and permitted uses
6. Term and Survival: Duration of obligations during and after employment
7. Return of Materials: Obligations regarding return of confidential materials
8. Breach and Remedies: Consequences of breach and available remedies
1. Non-Solicitation: Restrictions on soliciting employees or customers, used when additional protection beyond confidentiality is needed
2. Intellectual Property Assignment: Assignment of IP rights to company, used when executive may create IP during employment
3. Non-Competition: Restrictions on competing activities, used where legally permissible and business-critical
4. Securities Trading: Insider trading restrictions, used for publicly traded companies
1. Schedule A - Excluded Information: List of information explicitly excluded from confidentiality obligations
2. Schedule B - Pre-Existing IP: List of executive's pre-existing intellectual property
3. Schedule C - Specific Projects/Information: Detailed list of specific confidential projects or information
4. Appendix A - Acknowledgment Form: Form for periodic acknowledgment of obligations
Trade Secrets
Intellectual Property
Company Materials
Proprietary Information
Competitive Business
Work Product
Restricted Period
Material Non-Public Information
Invention
Affiliated Companies
Business Relationships
Company Systems
Competitive Activities
Effective Date
Executive Capacity
Non-Public Information
Protected Information
Restricted Territory
Term of Employment
Termination Date
Third Party Information
Unauthorized Person
Confidential Business Information
Business Opportunities
Non-Disclosure
Protection of Information
Return of Materials
Non-Competition
Non-Solicitation
Intellectual Property Rights
Trade Secrets Protection
Data Protection
Term and Duration
Survival
Remedies
Injunctive Relief
Assignment and Transfer
Severability
Amendment and Waiver
Notices
Governing Law
Jurisdiction
Entire Agreement
Acknowledgment
Security Measures
Permitted Disclosures
Third Party Information
Force Majeure
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Genie’s Security Promise
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