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Non Solicitation NDA
"I need a Non-Solicitation NDA under Hong Kong law for a technology consulting engagement starting March 2025, specifically to protect our client relationships and prevent the consultant from poaching our software developers for 24 months after the engagement ends."
1. Parties: Identifies and defines the parties entering into the agreement
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement including 'Confidential Information', 'Business Relationship', and 'Restricted Persons'
4. Confidentiality Obligations: Details the core obligations regarding confidential information protection
5. Non-Solicitation Covenants: Specifies restrictions on soliciting employees, customers, suppliers, and other business relationships
6. Duration of Obligations: Specifies the time period for both confidentiality and non-solicitation obligations
7. Permitted Disclosures: Outlines circumstances where disclosure is permitted (e.g., legal requirements, authorized disclosures)
8. Return of Confidential Information: Procedures for returning or destroying confidential information
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - use when dealing with technical or creative information
2. Data Protection: Specific provisions for handling personal data - include when personal data processing is involved
3. Survival Clause: Specifies which provisions survive termination - important for long-term business relationships
4. Assignment and Succession: Rules about transferring rights under the agreement - useful for corporate groups or potential M&A situations
5. Monitoring and Compliance: Procedures for ensuring compliance - useful for high-risk or complex business relationships
6. Third Party Rights: Provisions under the Contracts (Rights of Third Parties) Ordinance - include when third party enforcement rights are needed
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Restricted Persons/Organizations: List of specific individuals, customers, or organizations covered by non-solicitation provisions
3. Schedule 3 - Authorized Recipients: List of persons authorized to receive confidential information
4. Schedule 4 - Security Measures: Specific security protocols for handling confidential information
5. Appendix A - Non-Disclosure Certificate: Template certificate for authorized recipients to sign acknowledging confidentiality obligations
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Chief Executive Officer
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Business Development Manager
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Strategy Director
Chief Technology Officer
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Risk Manager
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