Non Disclosure Agreement Data Protection Template for Germany

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Key Requirements PROMPT example:

Non Disclosure Agreement Data Protection

"I need a Non Disclosure Agreement Data Protection under German law for our cloud service provider who will process customer data and have access to our proprietary software code, with the agreement to start from March 1, 2025."

Document background
This Non Disclosure Agreement Data Protection is essential for business relationships under German jurisdiction where parties need to exchange both confidential business information and personal data. The document is particularly relevant when companies engage with service providers, consultants, or business partners who will have access to sensitive information that falls under both traditional confidentiality requirements and GDPR/BDSG data protection regulations. It should be used whenever a business relationship involves the processing of personal data alongside confidential business information, ensuring compliance with German contract law, the German Trade Secrets Act (GeschGehG), GDPR, and the Federal Data Protection Act (BDSG). The agreement is structured to provide comprehensive protection while meeting the specific requirements of German law regarding both confidentiality and data protection obligations.
Suggested Sections

1. Parties: Identification of the contracting parties, including registered addresses and company details as required under German law

2. Background: Context of the agreement and the business relationship between the parties

3. Definitions: Definitions of key terms including 'Confidential Information', 'Personal Data', 'Processing', 'Controller', 'Processor' as per GDPR definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core confidentiality obligations, including use restrictions and security measures

6. Data Protection Obligations: GDPR and BDSG compliance requirements, including legal basis for processing and data subject rights

7. Security Measures: Technical and organizational measures required for protecting both confidential information and personal data

8. Duration and Survival: Term of the agreement and survival of obligations post-termination

9. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information and personal data

10. Breach Notification: Procedures for notifying breaches of confidentiality and personal data breaches

11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

Optional Sections

1. Third Party Disclosure: Rules for sharing information with third parties, used when third-party access may be required

2. International Data Transfers: Requirements for transferring data outside the EU/EEA, needed if international data sharing is anticipated

3. Audit Rights: Rights to audit compliance with the agreement, particularly relevant for high-risk data processing

4. Subprocessing: Rules for engaging subprocessors, required when data processing may be delegated

5. Intellectual Property Rights: Protection of IP rights in confidential information, relevant when technical or proprietary information is involved

6. Insurance Requirements: Obligations to maintain specific insurance coverage, useful for high-value or high-risk relationships

Suggested Schedules

1. Schedule 1: Categories of Personal Data: Detailed list of personal data categories to be processed under the agreement

2. Schedule 2: Technical and Organizational Measures: Detailed description of security measures implemented to protect confidential information and personal data

3. Schedule 3: Authorized Recipients: List of authorized personnel or entities who may access the confidential information

4. Schedule 4: Data Processing Details: Details of data processing activities as required by GDPR Article 28(3)

5. Appendix A: Standard Contractual Clauses: EU Standard Contractual Clauses for international data transfers, if applicable

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

Relevant legal definitions
Relevant Industries

Technology

Healthcare

Financial Services

Professional Services

Manufacturing

Research & Development

Education

Telecommunications

Retail

Insurance

Pharmaceuticals

Biotechnology

Consulting

Legal Services

Relevant Teams

Legal

Compliance

Information Security

Data Protection

Procurement

Risk Management

Information Technology

Operations

Vendor Management

Business Development

Research & Development

Human Resources

Relevant Roles

Data Protection Officer

Chief Privacy Officer

Legal Counsel

Compliance Manager

IT Security Manager

Risk Manager

Procurement Manager

Contract Manager

Business Development Manager

Project Manager

Information Security Officer

Chief Information Security Officer

Chief Technology Officer

Operations Manager

Vendor Manager

Industries
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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