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1. Parties: Identification of the contracting parties, including full legal names and addresses
2. Background: Context of the agreement, including the nature of the previous or current business relationship
3. Definitions: Key terms used in the agreement, including 'Competitive Activity', 'Confidential Information', 'Restricted Period', and 'Restricted Territory'
4. Non-Compete Obligations: Specific restrictions on competitive activities, including scope, duration (max 2 years under German law), and geographical limitations
5. Non-Solicitation of Customers: Restrictions on approaching or dealing with customers or prospective customers
6. Non-Solicitation of Employees: Restrictions on approaching or hiring employees of the company
7. Compensation: Mandatory compensation details (minimum 50% of last remuneration) as required by German law
8. Duration and Termination: Term of the agreement and circumstances under which it can be terminated
9. Confidentiality Obligations: Obligations regarding confidential information and trade secrets
10. Acknowledgments: Confirmations regarding reasonableness of restrictions and receipt of independent legal advice
11. Remedies: Legal remedies available in case of breach, including injunctive relief
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Garden Leave: Provisions for paid leave during notice period, used when immediate separation is desired
2. Post-Termination Assistance: Requirements for transition assistance after employment ends
3. Training Cost Reimbursement: Provisions for recovering training costs, if applicable
4. Severability: Provisions for maintaining validity of remaining clauses if some are found invalid
5. Return of Company Property: Provisions for returning company assets and materials
6. Corporate Group Extension: Extension of restrictions to affiliated companies and subsidiaries
7. Exceptions for Shareholdings: Allowances for holding minor shareholdings in public companies
1. Schedule 1: Compensation Details: Detailed breakdown of the compensation package for the non-compete period
2. Schedule 2: Restricted Territory: Detailed definition of the geographical areas covered by restrictions
3. Schedule 3: Restricted Customers: List of specific customers covered by non-solicitation provisions
4. Schedule 4: Restricted Employees: Categories or list of employees covered by non-solicitation provisions
5. Schedule 5: Competitive Activities: Detailed description of prohibited competitive activities
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