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Non Disclosure Agreement
"I need a Non-Disclosure Agreement under German law for discussions with a potential investor from the US, who will need access to our financial projections and technical product roadmap starting March 2025."
1. Parties: Identification of the disclosing and receiving parties, including full legal names, addresses, and registration details as required under German law
2. Background: Context of the confidentiality agreement, including the purpose of information sharing and the business relationship between the parties
3. Definitions: Clear definitions of Confidential Information, Permitted Purpose, Authorized Representatives, and other key terms used in the agreement
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including trade secrets as defined under the GeschGehG
5. Confidentiality Obligations: Core obligations regarding the handling, protection, and non-disclosure of confidential information
6. Permitted Uses and Disclosures: Specified purposes for which the confidential information may be used and circumstances under which disclosure is permitted
7. Information Security Measures: Required technical and organizational measures for protecting confidential information
8. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and provisions that survive termination
10. Breach and Remedies: Consequences of breach, including injunctive relief and damages under German law
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement provisions
1. Data Protection Compliance: Required when confidential information includes personal data, addressing GDPR compliance requirements
2. Employee and Contractor Obligations: Used when the receiving party needs to share information with employees or contractors
3. Intellectual Property Rights: Included when confidential information involves IP rights or when development work is contemplated
4. Non-Solicitation: Optional clause preventing solicitation of employees or customers, if relevant to the business relationship
5. Export Control: Required when confidential information may be subject to export control regulations
6. Competing Projects: Used when parties need to address work on similar or competing projects
7. Residual Knowledge: Optional clause addressing use of retained knowledge, though careful consideration needed under German law
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific technical and organizational measures required for information protection
4. Appendix A - Information Handling Procedures: Detailed procedures for marking, storing, and transmitting confidential information
5. Appendix B - Form of Acknowledgment: Template for acknowledgment by employees or contractors who will access confidential information
Authors
Trade Secrets
Disclosing Party
Receiving Party
Authorized Purpose
Authorized Representatives
Affiliate
Business Day
Confidentiality Period
Permitted Disclosures
Security Measures
Technical Information
Business Information
Proprietary Information
Personal Data
Representatives
Residual Information
Excluded Information
Third Party
Associated Company
Intellectual Property Rights
Group Company
Disclosed Materials
Notice
Permitted Use
Professional Advisers
Security Breach
Technical and Organizational Measures
Trade Secret Holder
Unauthorized Access
Working Day
Non-Disclosure
Information Security
Trade Secrets Protection
Permitted Use
Return of Information
Data Protection
Term and Termination
Breach and Remedies
Governing Law
Jurisdiction
Assignment
Severability
Third Party Rights
Entire Agreement
Notices
Force Majeure
Amendments
Representations and Warranties
Indemnification
Dispute Resolution
Non-Solicitation
Survival
Waiver
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Research & Development
Biotechnology
Automotive
Energy
Telecommunications
Software Development
Pharmaceuticals
Industrial Engineering
Consumer Goods
Media & Entertainment
Legal
Human Resources
Research & Development
Business Development
Executive Leadership
Information Technology
Finance
Operations
Procurement
Innovation
Mergers & Acquisitions
Product Development
Information Security
Corporate Strategy
Compliance
Chief Executive Officer
Legal Counsel
Business Development Manager
Research Director
Project Manager
Chief Technology Officer
Human Resources Director
Procurement Manager
Investment Analyst
Product Development Manager
Operations Director
Chief Financial Officer
Innovation Manager
Strategic Partnership Director
Information Security Officer
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