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Confidentiality and non-solicitation agreement (mutual)

This agreement template has been designed for the situation where two parties wish to impose both confidentiality and non-solicitation obligations upon each other. In other words, the confidentiality and non-solicitation obligations will be mutual.

The confidentiality provisions may restrict not just the disclosure of confidential information, but also the manner of its use. Flexible definitions of "confidential information" are included, allowing for both specifically identified information and general categories of information to be treated as confidential.

The non-solicitation provisions are designed to prevent or inhibit certain kinds of undesirable behaviour in relation to a class of "restricted associates". Prohibited behaviour may include entering into contracts or business relationships and/or encouraging a restricted associate to exit an existing contract or business relationship. Again, there are flexible definition of "restricted associates".

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Confidentiality and non-solicitation agreement (mutual) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Non-solicitation: restrictions on
    First Party
    :
    non-solicitation restrictions period; non-solicitation restrictions on first party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
  4. Non-solicitation: restrictions on
    Second Party
    :
    non-solicitation restrictions period; non-solicitation restrictions on second party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
  5. First Party
     confidentiality obligations:
    First Party
    confidentiality undertaking; disclosure of confidential information by
    First Party
     to certain persons; exceptions to
    First Party
    confidentiality obligations; disclosures of
    Second Party
    confidential information mandated by law etc;
    First Party
    to stop using confidential information upon termination;
    First Party
    to delete confidential information following termination;
    First Party
    confidentiality obligations after termination.
  6. First Party
     publicity obligations:
    no public disclosures by
    First Party
    ; permitted public disclosures by
    First Party
    .
  7. Second Party
     confidentiality obligations:
    Second Party
    confidentiality undertaking; disclosure of confidential information by
    Second Party
    to certain persons; exceptions to
    Second Party
     confidentiality obligations; disclosures of
    First Party
    confidential information mandated by law etc;
    Second Party
    to stop using confidential information upon termination;
    Second Party
    to delete confidential information following termination;
    Second Party
    confidentiality obligations after termination.
  8. Second Party
     publicity obligations:
    no public disclosures by
    Second Party
    ; permitted public disclosures by
    Second Party
    .
  9. Intellectual property rights: no assignment of intellectual property rights; no licence or limited licence to use
    First Party
    confidential information; no licence or limited licence to use
    Second Party
    confidential information.
  10. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  11. Termination: termination by either party at will.
  12. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  13. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  14. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; caveats to limits of liability; entire agreement; governing law; exclusive jurisdiction.
  15. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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