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Confidentiality Agreement For Independent Contractors
"I need a Confidentiality Agreement For Independent Contractors under German law for a software development consultant who will have access to our proprietary source code and client data, with strict data protection measures and the agreement to start from March 1, 2025."
1. Parties: Identification of the contracting parties, including their legal status as independent contractor and company
2. Background: Context of the relationship and purpose of the agreement
3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information
6. Security Measures: Required measures for protecting confidential information in accordance with GeschGehG
7. Term and Survival: Duration of the agreement and survival of obligations after termination
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination
9. Independent Contractor Status: Clear statement of independent contractor relationship and its implications
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection: Required if confidential information includes personal data under GDPR
2. Intellectual Property Rights: Added when confidential information includes or relates to IP rights
3. Non-Competition: Optional restrictions on competitive activities, subject to German competition law limitations
4. Representatives and Third Parties: Required if contractor needs to share information with employees or subcontractors
5. Export Control: Required if information is subject to export control regulations
6. Insurance Requirements: Optional section requiring specific insurance coverage for handling sensitive information
7. Publicity and Non-Disclosure of Relationship: Optional restrictions on disclosing the business relationship itself
1. Schedule 1 - Description of Services: Detailed description of services provided by the independent contractor
2. Schedule 2 - Specific Confidential Information: Detailed list or categories of confidential information covered
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Authorized Representatives: List of persons authorized to receive confidential information
5. Appendix A - Data Processing Terms: GDPR-compliant data processing terms if personal data is involved
6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Authors
Confidential Information
Trade Secrets
Principal
Independent Contractor
Permitted Purpose
Services
Representatives
Affiliate
Business Day
Confidentiality Period
Disclosing Party
Receiving Party
Personal Data
Security Measures
Authorized Recipients
Intellectual Property Rights
Material Breach
Term
Proprietary Information
Technical Information
Commercial Information
Know-How
Contract Territory
Working Days
Force Majeure Event
Reasonable Care
Compliance Requirements
Destruction Certificate
Permitted Disclosure
Independent Contractor Status
Non-Disclosure
Data Protection
Security Measures
Return of Information
Term and Termination
Intellectual Property
Permitted Use
Non-Competition
Non-Solicitation
Breach and Remedies
Indemnification
Liability
Force Majeure
Assignment
Notices
Severability
Entire Agreement
Amendment
Governing Law
Jurisdiction
Dispute Resolution
Waiver
Third Party Rights
Costs
Survival
Counterparts
Technology
Professional Services
Healthcare
Financial Services
Manufacturing
Research and Development
Media and Entertainment
Telecommunications
Biotechnology
Engineering
Education
Consulting
Software Development
Industrial Design
Marketing and Advertising
Legal
Human Resources
Procurement
Information Technology
Research and Development
Product Development
Operations
Finance
Compliance
Information Security
Business Development
Innovation
HR Director
Legal Counsel
Procurement Manager
Project Manager
Department Head
Chief Technology Officer
Chief Information Officer
Research Director
Product Manager
Operations Manager
Business Development Manager
Innovation Manager
Technical Lead
Chief Financial Officer
Compliance Officer
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