Non Circumvention Non Disclosure & Working Agreement Generator for Germany

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Key Requirements PROMPT example:

Non Circumvention Non Disclosure & Working Agreement

"I need a Non Circumvention Non Disclosure & Working Agreement under German law for a software development partnership where we'll be sharing proprietary AI algorithms with potential development partners starting January 2025, with strong IP protection clauses and specific security protocols for source code access."

Document background

The Non Circumvention Non Disclosure & Working Agreement is essential for businesses operating under German law who need to protect their interests while exploring or engaging in business relationships. This document is particularly relevant when parties are sharing sensitive business opportunities, confidential information, or establishing working relationships that require mutual trust and protection. It encompasses provisions compliant with German legislation, including the GeschGehG (Trade Secrets Act) and GDPR requirements, making it suitable for various business scenarios from joint ventures to business introductions. The agreement is designed to prevent parties from bypassing each other in business dealings, protect confidential information, and establish clear parameters for working relationships, all while ensuring enforceability under German jurisdiction.

Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement including Confidential Information, Business Purpose, and Circumvention

4. Scope of Agreement: Overview of the three main components: confidentiality, non-circumvention, and working relationship

5. Confidentiality Obligations: Detailed provisions regarding the protection, use, and handling of confidential information

6. Non-Circumvention Provisions: Terms preventing parties from bypassing each other in business dealings

7. Working Relationship: Terms governing the business collaboration between parties

8. Term and Termination: Duration of the agreement and conditions for termination

9. Return of Confidential Information: Procedures for returning or destroying confidential information

10. Breach and Remedies: Consequences of breach and available legal remedies

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

Optional Sections

1. Data Protection: GDPR compliance provisions, required when personal data processing is involved

2. Intellectual Property Rights: Additional IP protection clauses, needed when IP transfer or creation is anticipated

3. Competition Restrictions: Additional non-compete provisions, used when parties are potential competitors

4. Commission Structures: Financial arrangements for business introductions, used in broker or agent relationships

5. Force Majeure: Provisions for unforeseen circumstances, recommended for long-term agreements

6. Insurance Requirements: Specific insurance obligations, needed for high-risk business relationships

7. Audit Rights: Provisions for verifying compliance, useful in complex business relationships

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed list of information considered confidential

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive/handle confidential information

3. Schedule 3 - Business Purpose: Detailed description of the specific business relationship and permitted activities

4. Schedule 4 - Commission Structure: Detailed breakdown of any financial arrangements and payment terms

5. Schedule 5 - Security Protocols: Specific procedures for handling and protecting confidential information

6. Appendix A - Standard NDA Procedures: Company-specific confidentiality procedures and requirements

7. Appendix B - Reporting Templates: Standard forms for required business activity reports

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology & Software

Manufacturing

Financial Services

Professional Services

Real Estate

Healthcare

Energy & Utilities

Telecommunications

E-commerce

Biotechnology

Construction

Retail

Automotive

Aerospace

Consulting Services

Relevant Teams

Legal

Business Development

Executive Leadership

Corporate Strategy

Mergers & Acquisitions

Innovation

Operations

Finance

Commercial

Research & Development

Information Technology

Procurement

Strategic Partnerships

Investment

Corporate Development

Relevant Roles

Chief Executive Officer

Business Development Manager

Legal Counsel

Chief Financial Officer

Managing Director

Investment Manager

Project Manager

Business Broker

Consultant

Strategic Partnership Manager

Operations Director

Commercial Director

Merger & Acquisition Specialist

Innovation Manager

Chief Technology Officer

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Let's create your Non Circumvention Non Disclosure & Working Agreement

Authors

Alex Denne

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