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NDA Non Disparagement
"I need an NDA Non Disparagement agreement to protect confidential information and prevent negative statements following the departure of our senior marketing executive, who will be joining a competitor in March 2025."
1. Parties: Identifies and defines all parties to the agreement, including their legal names, addresses, and ACN/ABN if applicable
2. Background: Explains 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', 'Disparagement', and 'Permitted Disclosures'
4. Confidentiality Obligations: Details the core confidentiality obligations, including scope of protected information and duty of care
5. Non-Disparagement Obligations: Specifies the non-disparagement requirements, including prohibited actions and communications
6. Permitted Disclosures: Outlines circumstances where disclosure is permitted, including legal requirements and authorized recipients
7. Term and Survival: Specifies the duration of the agreement and which provisions survive termination
8. Return of Confidential Information: Requirements for returning or destroying confidential information upon request or termination
9. Breach and Remedies: Describes consequences of breach and available remedies, including injunctive relief
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Social Media and Online Conduct: Additional provisions specifically addressing online behavior and social media posts, recommended when parties have significant online presence
2. Third Party Obligations: Provisions extending obligations to related entities or requiring parties to ensure compliance by their representatives, useful for corporate parties
3. Mutual Non-Disparagement: Alternative section structure when non-disparagement obligations are mutual rather than one-way
4. Intellectual Property: Additional provisions protecting IP rights when confidential information includes trade secrets or proprietary technology
5. Dispute Resolution: Detailed alternative dispute resolution procedures, recommended for high-value or complex relationships
6. Media Communications: Specific provisions regarding media statements and press releases, important for public figures or companies
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of information deemed confidential under the agreement
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Related Entities: List of related entities bound by or protected under the agreement
4. Appendix A - Acknowledgment Form: Form for authorized recipients to acknowledge their confidentiality obligations
5. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Disparagement
Permitted Disclosure
Authorized Recipients
Business Day
Commencement Date
Confidentiality Period
Disclosing Party
Receiving Party
Related Bodies Corporate
Representatives
Social Media
Trade Secrets
Intellectual Property Rights
Material
Permitted Purpose
Professional Reputation
Public Domain
Termination Date
Third Party
Affiliate
Associated Entities
Competitive Business
Dispute
Electronic Communications
Force Majeure Event
Harmful Statement
Media Communication
Personal Information
Proprietary Information
Sensitive Information
Consequences of Breach
Designated Contact Person
Non-Public Information
Platform
Non-Disparagement
Term and Duration
Permitted Disclosures
Return of Information
Intellectual Property
Breach and Remedies
Injunctive Relief
Survival
Severability
Entire Agreement
Governing Law
Jurisdiction
Assignment
Third Party Rights
Notice
Force Majeure
Dispute Resolution
Variation
Waiver
Indemnification
Obligations
Exceptions
Termination
Compliance with Laws
Data Protection
Social Media
Public Statements
Media Communications
Interpretation
Technology
Financial Services
Healthcare
Professional Services
Media and Entertainment
Manufacturing
Retail
Education
Telecommunications
Legal Services
Biotechnology
Real Estate
Construction
Mining and Resources
Human Resources
Legal
Executive Leadership
Corporate Communications
Public Relations
Operations
Research and Development
Sales
Marketing
Information Technology
Finance
Business Development
Chief Executive Officer
Human Resources Director
Legal Counsel
Department Manager
Senior Executive
Project Manager
Business Development Manager
Operations Director
Communications Manager
Research Director
Sales Manager
Technology Officer
Financial Controller
Department Head
Executive Assistant
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