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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background/Recitals: Context of the agreement and the parties' relationship
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information' and 'Solicitation'
4. Confidentiality Obligations: Core confidentiality provisions, including use restrictions and protection requirements
5. Non-Solicitation Provisions: Specific restrictions on solicitation of employees, customers, or business partners
6. Term and Termination: Duration of the agreement and circumstances for termination
7. Return of Confidential Information: Obligations regarding return or destruction of confidential materials
8. Governing Law: Applicable jurisdiction and choice of law
1. Exceptions to Confidentiality: Specific circumstances where confidentiality obligations don't apply, typically used in regulated industries or when specific carve-outs are needed
2. Remedies: Specific remedies for breach, including injunctive relief, used when standard legal remedies are insufficient
3. Whistleblower Provisions: Required notices regarding whistleblower rights, included when complying with federal whistleblower protection laws
4. Assignment: Rights and restrictions regarding assignment of the agreement, included when transfer of rights needs to be specifically addressed
5. Survival: Which provisions survive termination, used when certain obligations need to continue past termination
1. Schedule of Confidential Information: Detailed list of specific confidential information covered
2. Schedule of Restricted Entities: List of specific entities covered by non-solicitation provisions
3. Schedule of Authorized Representatives: List of individuals authorized to receive confidential information
4. Security Protocols: Specific procedures for handling confidential information
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