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PLAYBOOK TEMPLATES

Settlement & Mutual Release Agreement

A Settlement & Mutual Release Agreement resolves disputes and releases parties from future claims. This playbook outlines negotiation of consideration, confidentiality, and release scope.

Confidentiality & Non-Compete

Why This Matters: Protecting proprietary information prevents misuse by the counterparty post-closing. This mitigates competitive and reputational risks.

Negotiation strategy

If you're the Party A:

Ensure confidentiality clauses are comprehensive and enforceable, with a clear scope and duration. Negotiate reasonable non-compete terms to protect business interests without overreaching.

If you're the Party B:

Seek to limit the scope and duration of confidentiality and non-compete clauses to ensure they are reasonable and comply with jurisdictional standards. Focus on protecting your ability to operate post-agreement.

Essential elements

1

Confidentiality Obligations

Protect sensitive information.
2

Non-Compete Terms

Restrict competitive activities.
3

Non-Solicitation Clause

Prevent client diversion.

Action framework

ACCEPT

Propose edits when clauses are overly broad or unenforceable in certain jurisdictions.

EDIT

Reject clauses that impose unreasonable restrictions or conflict with local laws.

ADD

Add clauses to ensure comprehensive protection of trade secrets and competitive interests.

PRO TIP

Always verify the enforceability of non-compete clauses in the relevant jurisdiction before finalizing the agreement.

Example clauses

FAVORABLE

Strong Confidentiality Clause

"The Receiving Party shall keep confidential and shall not disclose any Confidential Information of the Disclosing Party, except as required by law."
NEUTRAL

Standard Non-Compete Clause

"The Receiving Party shall not engage in any competing business within the specified geographic area for one (1) year following termination."
UNFAVORABLE

Overly Restrictive Non-Compete

"The Receiving Party shall not engage in any business activities for five (5) years post-termination, regardless of geographic location."

Fallbacks

High-Risk Projects

In high-risk projects, confidentiality and non-compete clauses should be more stringent to protect sensitive data and competitive interests.

Cross-Border Transactions

Consider jurisdictional differences in enforceability when drafting non-compete clauses for cross-border transactions.

Start-Up Ventures

Start-ups may require more flexible non-compete terms to attract talent and foster innovation while still protecting core business interests.
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