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Confidentiality And Exclusivity Agreement
"I need a Confidentiality and Exclusivity Agreement for a potential merger discussion with a tech startup, ensuring they can't share our proprietary software information or negotiate with other buyers for the next 6 months starting January 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including definition of confidential information
4. Confidentiality Obligations: Core confidentiality provisions, protection requirements, and permitted disclosures
5. Exclusivity Terms: Scope and nature of exclusive arrangements, including duration and territorial limits
6. Return of Confidential Information: Obligations regarding the return or destruction of confidential information
7. Term and Termination: Duration of the agreement and circumstances for termination
8. Remedies: Available remedies in case of breach, including injunctive relief
9. Governing Law and Jurisdiction: Applicable law and jurisdiction for dispute resolution
1. Non-Compete Provisions: Additional competitive restrictions beyond exclusivity, used when broader protection is needed
2. Non-Solicitation: Restrictions on soliciting employees or customers, used when protecting against poaching
3. Audit Rights: Rights to verify compliance with the agreement, used when verification is crucial
4. Survival: Provisions that continue after termination, used when specific obligations should extend beyond the agreement term
1. Schedule A - Confidential Information: Detailed list of information covered by confidentiality provisions
2. Schedule B - Excluded Information: Information specifically excluded from confidentiality obligations
3. Schedule C - Authorized Recipients: List of persons authorized to receive confidential information
4. Schedule D - Territory: Geographic scope of exclusivity arrangements
Authors
Agreement
Background IP
Business Purpose
Confidential Information
Disclosing Party
Effective Date
Excluded Information
Exclusivity Period
Intellectual Property Rights
Party/Parties
Permitted Purpose
Permitted Recipients
Receiving Party
Representatives
Restricted Activities
Restricted Territory
Term
Trade Secrets
Unauthorized Disclosure
Exclusivity Commitments
Term and Duration
Non-Disclosure
Permitted Use
Return of Information
Non-Competition
Non-Solicitation
Information Security
Intellectual Property Rights
Permitted Disclosures
Exceptions to Confidentiality
Remedies
Indemnification
Force Majeure
Assignment
Termination
Survival
Notice Requirements
Governing Law
Dispute Resolution
Severability
Entire Agreement
Amendment
Waiver
Third Party Rights
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