Non Disclosure Agreement Due Diligence Template for Germany

This Non Disclosure Agreement Due Diligence is essential for corporate transactions and investment processes under German law. It is typically used when one party needs to evaluate another company's business operations, financial status, and other confidential aspects for potential acquisition, investment, or strategic partnership. The document ensures compliance with German legal requirements, including the GeschGehG (Trade Secrets Act) and GDPR, while facilitating necessary information sharing. It establishes clear protocols for handling sensitive data, defines permitted uses and recipients, and includes specific provisions for data protection, virtual data rooms, and clean team arrangements. The agreement is particularly crucial in German business culture, where data protection and confidentiality are heavily regulated and strictly enforced.

1. Parties: Identification of the disclosing and receiving parties, including their legal form and registration details as required under German law

2. Background: Context of the potential transaction or purpose for due diligence, without revealing sensitive details

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Permitted Recipients', 'Affiliated Companies', and 'Representatives'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the due diligence context

5. Confidentiality Obligations: Core obligations regarding non-disclosure, use restrictions, and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

7. Data Protection and GDPR Compliance: Specific obligations regarding personal data handling and GDPR requirements

8. Information Security Measures: Required technical and organizational measures for protecting confidential information

9. Return or Destruction of Confidential Information: Obligations regarding the handling of information after the due diligence process

10. Duration and Survival: Term of the agreement and survival of obligations

11. Breach and Remedies: Consequences of breach, including injunctive relief and liquidated damages

12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and severability