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".

Confidentiality and non-solicitation agreement (mutual) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- 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.
- 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.
- First Partyconfidentiality obligations:First Partyconfidentiality undertaking; disclosure of confidential information byFirst Partyto certain persons; exceptions toFirst Partyconfidentiality obligations; disclosures ofSecond Partyconfidential information mandated by law etc;First Partyto stop using confidential information upon termination;First Partyto delete confidential information following termination;First Partyconfidentiality obligations after termination.
- First Partypublicity obligations: no public disclosures byFirst Party; permitted public disclosures byFirst Party.
- Second Partyconfidentiality obligations:Second Partyconfidentiality undertaking; disclosure of confidential information bySecond Partyto certain persons; exceptions toSecond Partyconfidentiality obligations; disclosures ofFirst Partyconfidential information mandated by law etc;Second Partyto stop using confidential information upon termination;Second Partyto delete confidential information following termination;Second Partyconfidentiality obligations after termination.
- Second Partypublicity obligations: no public disclosures bySecond Party; permitted public disclosures bySecond Party.
- Intellectual property rights: no assignment of intellectual property rights; no licence or limited licence to use First Partyconfidential information; no licence or limited licence to useSecond Partyconfidential information.
- Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
- Termination: termination by either party at will.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- 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.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.




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