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Employee Exit Non Disclosure Agreement
"I need an Employee Exit Non-Disclosure Agreement for a senior software developer leaving our tech startup in Manila, with special focus on protecting our source code and development methodologies, including access to our cloud infrastructure and client APIs."
1. Parties: Identification of the employer and the departing employee, including their complete legal names and addresses
2. Background: Brief context of the employment relationship, reason for separation, and purpose of the agreement
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Trade Secrets', and 'Intellectual Property'
4. Scope of Confidential Information: Comprehensive description of what constitutes confidential information under the agreement
5. Confidentiality Obligations: Detailed obligations regarding non-disclosure, non-use, and protection of confidential information
6. Return of Company Property: Requirements for returning all company documents, data, and materials containing confidential information
7. Duration of Obligations: Time period for which the confidentiality obligations remain in effect
8. Breach and Remedies: Consequences of breaching the agreement and available legal remedies
9. General Provisions: Standard clauses including governing law, jurisdiction, and severability
10. Execution: Signature blocks and execution details
1. Non-Solicitation: Prohibitions on soliciting company employees or customers, included when the employee had significant client contact or management responsibilities
2. Intellectual Property Assignment: Additional provisions for employees who created IP during their employment, ensuring all rights are properly transferred
3. Data Privacy Compliance: Specific provisions aligned with the Data Privacy Act of 2012, required when dealing with personal data processors
4. Social Media and Digital Platforms: Special provisions for employees with access to company social media accounts or digital assets
5. International Transfer of Data: Additional provisions for multinational companies or when confidential information may cross borders
6. Exit Interview Acknowledgment: Reference to and confirmation of exit interview proceedings, included when formal exit interviews are conducted
1. Schedule A - List of Confidential Information: Detailed inventory of specific confidential information, trade secrets, and proprietary information the employee had access to
2. Schedule B - Company Property Checklist: Itemized list of physical and digital assets to be returned by the employee
3. Schedule C - Specific Projects and Sensitive Information: List of specific projects, clients, or sensitive information the employee was involved with
4. Appendix 1 - Data Privacy Notice: Detailed notice regarding the handling of personal data in compliance with the Data Privacy Act
5. Appendix 2 - Exit Clearance Form: Standard form confirming return of company property and completion of exit procedures
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Chief Executive Officer
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Senior Software Engineer
Financial Controller
Sales Director
Product Manager
Research Scientist
Human Resources Manager
Marketing Director
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Business Development Executive
Data Analyst
Project Manager
Account Executive
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Legal Counsel
Department Head
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Quality Assurance Manager
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