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This Non-Solicitation NDA is designed for use in business relationships where parties need to protect both confidential information and prevent the poaching of employees, customers, or business contacts. It is particularly relevant in situations involving business partnerships, potential transactions, or employment relationships where parties gain access to sensitive information and valuable business relationships. The document complies with Dutch law requirements, including the Dutch Civil Code (Burgerlijk Wetboek) and relevant employment legislation, ensuring that restrictions are reasonable and proportionate. The agreement includes specific provisions on the scope and duration of non-solicitation obligations, confidentiality requirements, and enforcement mechanisms, all structured to be enforceable under Dutch jurisdiction.

1. Parties: Identification of the contracting parties, including registered addresses and company details

2. Background: Context of the agreement, relationship between parties, and purpose of entering into the agreement

3. Definitions: Definitions of key terms including Confidential Information, Restricted Persons, Non-Solicitation Period, and other relevant terms

4. Confidentiality Obligations: Core confidentiality provisions including scope of confidential information, protection requirements, and permitted disclosures

5. Non-Solicitation Covenants: Specific restrictions on solicitation of employees, customers, and business relations, including scope and nature of prohibited activities

6. Duration and Territory: Temporal and geographical scope of the non-solicitation obligations, ensuring compliance with Dutch reasonableness requirements

7. Exceptions and Permitted Activities: Circumstances where restrictions don't apply, including general advertising and public information

8. Return of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination or request

9. Breach and Remedies: Consequences of breach, including penalties (boetebeding) and enforcement mechanisms under Dutch law

10. General Provisions: Standard clauses including notices, amendments, severability, and entire agreement provisions

11. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes