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Employee Exit Non Disclosure Agreement
"I need an Employee Exit Non-Disclosure Agreement for our Lagos-based technology company, specifically tailored to protect our source code and technical innovations, as we're having a senior developer leave in March 2025."
1. Parties: Identification of the employer company and the departing employee
2. Background: Context of the agreement, including reference to the employment relationship and its termination
3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and 'Company Property'
4. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
5. Return of Company Property: Requirements for returning all company property, documents, and materials
6. Duration of Obligations: Timeframe for which confidentiality obligations remain in effect
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed (e.g., legal requirements, court orders)
8. Employee Acknowledgments: Employee's confirmation of understanding and acceptance of obligations
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. Survival: Provisions that continue after termination of the agreement
11. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
12. Execution: Signature blocks and execution formalities
1. Non-Competition: Restrictions on working with competitors, used when protecting legitimate business interests and reasonable in scope
2. Non-Solicitation: Restrictions on soliciting employees or customers, included when protecting business relationships
3. Intellectual Property Assignment: Additional provisions for assigning any residual IP rights, used when IP creation was part of employment
4. Data Protection Obligations: Specific obligations regarding personal data handling, included when employee had access to personal data
5. Third Party Rights: Rights of group companies or affiliates to enforce the agreement, used for corporate groups
6. Severability: Provisions for partial enforcement if parts are found invalid, used in higher-risk agreements
7. Assignment: Rights to assign the agreement, included when corporate restructuring is anticipated
1. Schedule 1 - Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Company Property: Inventory of company property to be returned
3. Schedule 3 - Existing Projects: List of projects or matters where ongoing confidentiality is particularly critical
4. Appendix A - Acknowledgment Form: Form confirming return of all company property and documents
5. Appendix B - Exit Interview Checklist: Checklist covering confidentiality obligations and property return
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