Confidentiality Agreement Between Two Companies Template for Germany

A Confidentiality Agreement Between Two Companies is essential when businesses need to share sensitive information while exploring potential collaboration, due diligence, or other business relationships. This German law-governed agreement is particularly crucial in protecting trade secrets as defined under the Geschäftsgeheimnisgesetz (German Trade Secrets Act) and ensures compliance with both German and EU regulations. It's commonly used during business negotiations, potential mergers or acquisitions, joint ventures, or vendor relationships where confidential information needs to be exchanged. The agreement typically covers technical information, business strategies, customer data, and other proprietary information, providing legal remedies under German jurisdiction in case of breach. It's designed to accommodate both one-way and mutual information sharing scenarios while meeting specific requirements of German commercial and civil law.

1. Parties: Identification of the contracting parties with full legal entity names, registration numbers, and addresses

2. Background: Context of the relationship and purpose of sharing confidential information

3. Definitions: Clear definitions of 'Confidential Information', 'Authorized Personnel', 'Permitted Purpose' and other key terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors

7. Security Measures: Required technical and organizational measures to protect confidential information

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

9. Term and Termination: Duration of the agreement and termination provisions

10. Breach and Remedies: Consequences of breach and available legal remedies, including injunctive relief

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

12. Entire Agreement and Amendments: Integration clause and provisions for modifying the agreement