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Discovery Confidentiality Agreement

Discovery Confidentiality Agreement Template for Germany

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Key Requirements PROMPT example:

Discovery Confidentiality Agreement

"Need a Discovery Confidentiality Agreement under German law for a potential collaboration between our biotech startup and a research institution, with specific provisions for handling genetic research data and GDPR compliance, to be effective from March 2025."

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Document background
The Discovery Confidentiality Agreement is essential for organizations engaging in preliminary discussions or evaluations of potential business relationships under German jurisdiction. It is specifically designed to protect confidential information, trade secrets, and proprietary data during the discovery phase, before entering into more detailed commercial agreements. This document type is crucial when parties need to share sensitive technical, commercial, or strategic information for evaluation purposes, while ensuring compliance with German trade secret law (GeschGehG), data protection regulations (GDPR/BDSG), and other relevant German legal requirements. The agreement establishes clear protocols for information sharing, handling, and protection, making it particularly valuable for research collaborations, technology transfers, joint venture explorations, and due diligence processes.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

2. Background: Context of the disclosure relationship and purpose of the agreement

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Recipients', and 'Trade Secrets' as defined under GeschGehG

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including both trade secrets and other confidential business information

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized recipients and required protective measures

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

8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

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

10. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes

Optional Sections

1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR

2. Employee and Contractor Obligations: Required when receiving party needs to share information with employees or contractors

3. Export Control: Required when confidential information may be subject to export control regulations

4. Non-Solicitation: Optional protection against solicitation of employees or customers

5. Reverse Engineering Prohibition: Specific prohibition required when protecting technical trade secrets

6. Audit Rights: Optional right to audit compliance with confidentiality obligations

7. Insurance Requirements: Optional requirement for insurance coverage against data breaches or confidentiality breaches

Suggested Schedules

1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

2. Schedule 2 - Security Requirements: Specific technical and organizational measures required for information protection

3. Schedule 3 - Authorized Recipients: List of pre-approved individuals or roles who may access confidential information

4. Appendix A - Information Classification Guidelines: Guidelines for categorizing and handling different types of confidential information

5. Appendix B - Data Processing Terms: Required GDPR compliance terms if personal data is involved

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Agreement
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Data Protection Laws
Disclosing Party
Effective Date
Evaluation Period
Group Company
Information Security Measures
Intellectual Property Rights
Personal Data
Permitted Purpose
Project
Receiving Party
Representatives
Residual Information
Security Breach
Trade Secret
Technical Information
Third Party
Unauthorized Access
Evaluation Materials
Proprietary Information
Controlled Access
Material Breach
Reasonable Steps
Required Disclosure
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Manufacturing

Research & Development

Healthcare

Automotive

Aerospace

Chemical Industry

Software Development

Industrial Engineering

Medical Devices

Clean Technology

Artificial Intelligence

Robotics

Relevant Teams

Legal

Research and Development

Business Development

Intellectual Property

Information Security

Compliance

Executive Leadership

Data Protection

Technology Transfer

Innovation

Corporate Development

Scientific Affairs

Information Technology

Relevant Roles

Legal Counsel

Chief Technology Officer

Research Director

Business Development Manager

Intellectual Property Manager

Chief Executive Officer

Chief Scientific Officer

Innovation Manager

Product Development Manager

Research Scientist

Technology Transfer Officer

Data Protection Officer

Compliance Manager

Partnership Manager

Chief Information Security Officer

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Forms the basic framework for contract law, including formation, interpretation, and enforcement of confidentiality agreements (particularly §§ 145-157 BGB for contract formation and §§ 311, 241(2) BGB for confidentiality obligations)
German Trade Secret Act (Geschäftsgeheimnisgesetz - GeschGehG): Implements the EU Trade Secrets Directive and provides specific protection for trade secrets, defining requirements for trade secret protection and available remedies
General Data Protection Regulation (GDPR) and German Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG): Governs the processing and protection of personal data, including requirements for data confidentiality and transfer restrictions
Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb - UWG): Provides additional protection against unfair business practices, including misuse of confidential information in competitive contexts
German Criminal Code (Strafgesetzbuch - StGB): Sections 203 and 204 specifically deal with the breach of private secrets and exploitation of trade and business secrets
German Commercial Code (Handelsgesetzbuch - HGB): Contains provisions regarding confidentiality obligations in commercial relationships, particularly relevant for business-to-business arrangements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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