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Full Disclosure Contract
"I need a Full Disclosure Contract under German law for a software company acquisition, where the target company needs to disclose all technical documentation, source code, and intellectual property by March 2025, with special attention to GDPR compliance and software licensing agreements."
1. Parties: Identification of all parties to the contract, including legal form and registration details as required under German law
2. Background: Context of the disclosure relationship and purpose of the agreement
3. Definitions: Comprehensive definitions of terms used throughout the agreement, including 'Confidential Information', 'Disclosed Information', and 'Authorized Recipients'
4. Scope of Disclosure: Detailed description of information to be disclosed, including format, timing, and method of disclosure
5. Disclosure Obligations: Specific obligations regarding completeness, accuracy, and timeliness of disclosures
6. Verification Process: Procedures for verifying the completeness and accuracy of disclosed information
7. Use of Information: Permitted and prohibited uses of disclosed information
8. Confidentiality Obligations: Requirements for maintaining confidentiality of disclosed information
9. Data Protection: GDPR compliance and data protection measures
10. Duration and Updates: Term of disclosure obligations and requirements for updating information
11. Warranties and Representations: Warranties regarding accuracy and completeness of disclosed information
12. Remedies and Liability: Consequences of breach and limitation of liability provisions
13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction
1. Third Party Rights: Required when disclosed information involves third party rights or when third parties may need access to information
2. Industry-Specific Requirements: Include when disclosure relates to regulated industries with specific disclosure requirements
3. International Transfer: Required when information will be transferred outside the EU/EEA
4. Audit Rights: Optional provision for verification of compliance through external audits
5. Insurance Requirements: Include when specific insurance coverage is required for information handling
6. Force Majeure: Optional clause addressing circumstances preventing disclosure
7. Exit Provisions: Include for long-term disclosure arrangements requiring specific termination procedures
1. Schedule 1: Categories of Information: Detailed list of all information categories to be disclosed
2. Schedule 2: Disclosure Timeline: Specific timeline and deadlines for various disclosure obligations
3. Schedule 3: Technical Requirements: Technical specifications for format and transmission of information
4. Schedule 4: Security Protocols: Detailed security measures and protocols for handling disclosed information
5. Schedule 5: Authorized Recipients: List of individuals or entities authorized to receive disclosed information
6. Appendix A: Disclosure Forms: Standard forms and templates for information disclosure
7. Appendix B: Verification Checklist: Checklist for verifying completeness of disclosed information
Authors
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Disclosed Information
Disclosing Party
Disclosure Period
Documentation
Effective Date
Force Majeure Event
Group Company
Intellectual Property Rights
Material Adverse Effect
Non-Disclosed Information
Personal Data
Processing
Receiving Party
Related Persons
Representatives
Security Breach
Sensitive Information
Trade Secrets
Verification Process
Working Hours
Affiliated Companies
Applicable Law
Competent Authority
Compliance Requirements
Data Protection Laws
Disclosure Requirements
Due Diligence
Financial Information
Material Information
Permitted Purpose
Professional Advisers
Regulatory Requirements
Relevant Authority
Technical Information
Third Party Rights
Update Period
Verification Standards
Business Records
Commercial Information
Controlled Information
Recitals
Definitions
Scope of Disclosure
Disclosure Obligations
Information Categories
Confidentiality
Data Protection
Verification Rights
Warranties
Representations
Compliance
Information Security
Access Rights
Update Requirements
Third Party Rights
Liability
Indemnification
Force Majeure
Term and Termination
Governing Law
Dispute Resolution
Assignment
Notices
Entire Agreement
Severability
Costs and Expenses
Amendment
Counterparts
Language
Information Use
Audit Rights
Record Keeping
Regulatory Compliance
Technical Requirements
Security Protocols
Breach Notification
Insurance
Intellectual Property
Remedies
Financial Services
Manufacturing
Technology
Healthcare
Real Estate
Energy
Telecommunications
Professional Services
Retail
Automotive
Pharmaceuticals
Insurance
Banking
Construction
Environmental Services
Legal
Compliance
Finance
Executive Leadership
Risk Management
Corporate Governance
Information Security
Regulatory Affairs
Mergers & Acquisitions
Due Diligence
Data Protection
Corporate Strategy
Business Development
Legal Counsel
Compliance Officer
Chief Financial Officer
Chief Executive Officer
Data Protection Officer
Risk Manager
Corporate Secretary
Business Development Director
Mergers & Acquisitions Manager
Due Diligence Specialist
Information Security Manager
Corporate Governance Officer
Regulatory Affairs Director
Chief Operating Officer
General Counsel
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