Confidentiality Agreement For Vendors Template for Germany

This Confidentiality Agreement For Vendors is essential for any business operating in Germany that needs to share sensitive information with external service providers or suppliers. The document ensures compliance with German legal requirements, including the Trade Secret Protection Act (GeschGehG) and data protection regulations. It should be used before engaging in detailed business discussions or sharing proprietary information with potential or existing vendors. The agreement covers technical specifications, business strategies, customer data, trade secrets, and other confidential information, while incorporating specific German legal concepts and remedies. It is particularly important for companies dealing with sensitive intellectual property, regulated industries, or handling personal data under GDPR.

1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including full legal names, registration details, and addresses

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

3. Definitions: Define key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and 'Trade Secrets' according to German law

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including explicit categories and exclusions

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, advisors, or as required by law

7. Security Measures: Required technical and organizational measures for protecting 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 confidentiality obligations, including survival terms

10. Breach and Remedies: Consequences of breach, including injunctive relief and liquidated damages (Vertragsstrafe)

11. General Provisions: Standard clauses including governing law, jurisdiction, severability, and entire agreement