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1. Parties: Identification of parties entering into the agreement
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement including confidential information, disparagement, and permitted disclosures
4. Confidentiality Obligations: Core confidentiality requirements, restrictions, and handling of confidential information
5. Non-Disparagement Obligations: Restrictions on negative statements or communications about any party
6. Term and Termination: Duration of obligations and termination conditions
7. Governing Law: Applicable jurisdiction and law governing the agreement
1. Return of Materials: Requirements for returning confidential materials, used when physical or digital materials are involved
2. Permitted Disclosures: Exceptions to confidentiality obligations, including whistleblower rights and legal requirements
3. Remedies: Specific remedies for breach, including injunctive relief and monetary damages
4. Survival: Provisions that survive termination of the agreement
1. Schedule of Confidential Information: Detailed list of specific confidential information covered by the agreement
2. Schedule of Permitted Recipients: List of individuals or entities authorized to receive confidential information
3. Schedule of Excluded Information: List of information specifically excluded from confidentiality obligations
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