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Non Disclosure Agreement Employee Termination
1. Parties: Identification of the employer and the departing employee
2. Background: Context of the employment relationship and reason for the termination agreement
3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and 'Company Materials'
4. Acknowledgment of Termination: Formal acknowledgment of employment termination and effective date
5. Return of Company Property: Obligations regarding return of physical and digital company assets
6. Confidentiality Obligations: Core confidentiality provisions and ongoing obligations post-employment
7. Prohibited Activities: Specific actions prohibited regarding confidential information
8. Duration of Obligations: Time period for confidentiality obligations
9. Breach and Remedies: Consequences of breaching the agreement including potential penalties
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
11. Signatures: Execution blocks for both parties
1. International Scope: Required when employee has worked across multiple jurisdictions or had access to international business information
2. Intellectual Property Rights: Needed when employee was involved in IP creation or has specific knowledge of company IP
3. Data Protection Obligations: Required when employee had access to personal data under GDPR
4. Non-Disparagement: Optional clause preventing parties from making negative statements about each other
5. Survival of Prior Agreements: Needed when certain provisions from existing agreements should remain in force
6. Reference Provision: Optional section specifying terms of employment references
7. Severance Payment Terms: Include when additional payment is offered in consideration for NDA obligations
1. Schedule 1: Confidential Information: Detailed list of types of confidential information covered
2. Schedule 2: Company Materials: Inventory of physical and digital materials to be returned
3. Schedule 3: Handover Procedures: Specific steps and timeline for returning company property and information
4. Appendix A: Prior Inventions: List of employee's pre-existing intellectual property if relevant
5. Appendix B: Specific Projects: Details of sensitive projects or information the employee had access to
Authors
Confidential Information
Trade Secrets
Company
Employee
Effective Date
Termination Date
Company Materials
Intellectual Property Rights
Company Property
Proprietary Information
Business Information
Technical Information
Personal Data
Commercial Information
Customer Information
Business Methods
Know-How
Trade Knowledge
Company Documents
Digital Assets
Unauthorised Disclosure
Permitted Purpose
Restricted Period
Related Companies
Affiliated Entities
Professional Secrets
Competition Sensitive Information
Strategic Information
Financial Information
Group Companies
Confidentiality Obligations
Business Relationships
Company Systems
Handover Process
Interpretation
Termination Acknowledgment
Confidentiality
Return of Property
Data Protection
Non-Disclosure
Trade Secrets Protection
Intellectual Property
Post-Employment Obligations
Duration
Survival
Breach and Remedies
Injunctive Relief
Severability
Governing Law
Jurisdiction
Entire Agreement
Amendment
Notices
Assignment
Third Party Rights
Waiver
Force Majeure
Counterparts
Legal Costs
Acknowledgment and Understanding
Non-Disparagement
Reference Provision
Final Settlement
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