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Non Disclosure Non Compete Agreement
"I need a Non Disclosure Non Compete Agreement for a senior software developer who will be working on our AI healthcare project in Bangalore, with special emphasis on protecting our medical data processing algorithms and preventing them from working with competing healthcare technology companies in India for the duration of their employment."
1. Parties: Identifies and provides full details of all parties to the agreement
2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Competitive Activities', and 'Territory'
4. Confidentiality Obligations: Details the obligations regarding confidential information, including use, disclosure, and protection requirements
5. Non-Compete Obligations: Specifies restrictions on competitive activities, carefully drafted to comply with Indian Contract Act Section 27
6. Term and Survival: Specifies the duration of the agreement and which provisions survive termination
7. Return of Confidential Information: Procedures for returning or destroying confidential information upon request or termination
8. Intellectual Property Rights: Clarifies ownership and rights regarding intellectual property and confidential information
9. Breach and Remedies: Specifies consequences of breach and available remedies, including injunctive relief
10. Governing Law and Jurisdiction: Specifies Indian law as governing law and determines jurisdiction for disputes
11. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Non-Solicitation: Additional restrictions on soliciting employees, customers, or suppliers - used when business relationships need specific protection
2. Assignment and Delegation: Rules for transferring rights and obligations - important for corporate agreements or when M&A is contemplated
3. Dispute Resolution: Detailed arbitration or mediation procedures - used when parties prefer alternative dispute resolution
4. Information Security Requirements: Specific technical requirements for protecting digital information - used when dealing with sensitive electronic data
5. Export Control: Compliance with export control laws - used when dealing with regulated technologies or international transfers
6. Force Majeure: Provisions for unforeseen circumstances - particularly relevant post-COVID for long-term agreements
7. Training and Compliance: Requirements for training employees on confidentiality - used in corporate or complex arrangements
1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Restricted Activities: Specific description of prohibited competitive activities
3. Schedule 3 - Restricted Territory: Geographic scope of non-compete restrictions
4. Schedule 4 - Authorized Representatives: List of persons authorized to receive or handle confidential information
5. Schedule 5 - Security Protocols: Specific procedures for handling and protecting confidential information
6. Appendix A - Form of Acknowledgment: Template for employees or subcontractors to acknowledge agreement terms
7. Appendix B - Exit Certificate: Template for confirming compliance upon termination of relationship
Authors
Information Technology
Pharmaceuticals
Healthcare
Financial Services
Manufacturing
Research and Development
Biotechnology
Telecommunications
E-commerce
Professional Services
Consumer Products
Media and Entertainment
Software Development
Engineering Services
Management Consulting
Education Technology
Legal
Human Resources
Research & Development
Information Technology
Product Development
Sales
Marketing
Executive Leadership
Operations
Finance
Business Development
Engineering
Data Sciences
Customer Success
Professional Services
Strategy
Chief Executive Officer
Chief Technology Officer
Senior Software Engineer
Research Scientist
Product Manager
Business Development Manager
Sales Director
Technical Consultant
Project Manager
System Architect
Data Scientist
Business Analyst
Marketing Manager
Human Resources Director
Operations Manager
Finance Controller
Legal Counsel
Strategy Consultant
Department Head
Regional Manager
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