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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
    's confidentiality obligations:
    first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
  6. First Party
    's publicity obligations:
    no public disclosures by first party; permitted public disclosures by first party.
  7. Second Party
    's confidentiality obligations:
    second party confidentiality undertaking; disclosure of confidential information by second party to certain persons; exceptions to second party's confidentiality obligations; disclosures of first party confidential information mandated by law etc; second party to stop using confidential information upon termination; second party to return or destroy confidential information following termination; second party confidentiality obligations after termination.
  8. Second Party
    's 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. Indemnities: first party indemnifies second party upon breach; second party indemnifies first party upon breach.
  12. Termination: termination by either party at will.
  13. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  14. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  15. 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.
  16. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
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