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Non Disclosure Agreement For Data Sharing
"I need a Non Disclosure Agreement For Data Sharing under German law for a research collaboration between our biotech company and a university, with specific provisions for handling genetic research data and ensuring GDPR compliance, to be effective from March 2025."
1. Parties: Identification of the parties entering into the agreement, including full legal names, registration details, and addresses
2. Background: Context of the agreement, purpose of data sharing, and relationship between the parties
3. Definitions: Definitions of key terms including Confidential Information, Personal Data, Data Protection Laws, Permitted Purpose
4. Scope of Confidential Information: Detailed description of what constitutes confidential information and data to be shared
5. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and permitted uses of confidential information
6. Data Protection Compliance: GDPR and BDSG compliance requirements, including legal basis for processing and data protection principles
7. Security Measures: Required technical and organizational measures for protecting confidential information and personal data
8. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors
9. Return or Destruction: Obligations regarding the return or destruction of confidential information upon termination
10. Term and Termination: Duration of the agreement and termination provisions
11. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
1. Audit Rights: Optional provisions for auditing compliance with confidentiality and data protection obligations - recommended for high-sensitivity data
2. Breach Notification Process: Detailed procedures for notifying breaches - recommended when sharing sensitive personal data
3. Cross-Border Transfers: Provisions for international data transfers - required if data will be transferred outside the EU/EEA
4. Subprocessing: Terms governing the use of subprocessors - needed if either party may involve third parties in data processing
5. Insurance Requirements: Obligations to maintain specific insurance coverage - recommended for high-value or sensitive data
6. Contractual Penalties: Specific penalties for breach under German law (Vertragsstrafe) - optional but common in German NDAs
1. Schedule 1 - Description of Data Sharing: Detailed description of the data to be shared, including categories, format, and transmission methods
2. Schedule 2 - Technical and Organizational Measures: Specific security measures required for protecting the confidential information and personal data
3. Schedule 3 - Authorized Personnel: List of authorized personnel or roles permitted to access the confidential information
4. Appendix A - Data Processing Terms: Detailed GDPR-compliant data processing terms if required by the nature of the data sharing
5. Appendix B - Standard Contractual Clauses: EU Standard Contractual Clauses if required for international data transfers
Authors
Personal Data
Special Categories of Personal Data
Data Protection Laws
GDPR
BDSG
Permitted Purpose
Authorized Recipients
Security Breach
Technical and Organizational Measures
Data Controller
Data Processor
Data Subject
Processing
Trade Secrets
Affiliate
Business Day
Disclosing Party
Receiving Party
Representatives
Derived Information
Effective Date
Term
Services
Data Sharing Activities
Supervisory Authority
Third Party
Standard Contractual Clauses
Transfer Mechanism
Confidentiality Period
Data Protection
Data Security
Permitted Use
Access Control
Non-Disclosure
Breach Notification
Data Transfer
Return of Information
Destruction of Data
Term and Termination
Governing Law
Dispute Resolution
Liability
Force Majeure
Assignment
Subcontracting
Audit Rights
Notice
Severability
Entire Agreement
Amendment
Survival
Intellectual Property
Warranties and Representations
Indemnification
Contractual Penalties
Third Party Rights
Technology
Healthcare
Financial Services
Manufacturing
Research & Development
Professional Services
Education
Pharmaceuticals
Automotive
Telecommunications
Energy
Retail
Insurance
Biotechnology
Legal
Compliance
Information Security
Data Protection
Information Technology
Risk Management
Research & Development
Business Development
Procurement
Operations
Corporate Affairs
Privacy Office
Chief Legal Officer
Data Protection Officer
Privacy Counsel
Compliance Manager
Information Security Manager
Chief Technology Officer
Chief Information Officer
Legal Counsel
Contract Manager
Business Development Manager
Research Director
Project Manager
IT Security Manager
Risk Manager
Chief Privacy Officer
Head of Compliance
General Counsel
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