Non Disclosure Termination Agreement Template for Germany

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Key Requirements PROMPT example:

Non Disclosure Termination Agreement

"I need a Non-Disclosure Termination Agreement under German law to formally end an NDA with a software development contractor following project completion, ensuring the protection of our source code and requiring all confidential information to be destroyed by March 1, 2025."

Document background
A Non-Disclosure Termination Agreement is essential when parties wish to formally end their confidentiality obligations while ensuring certain protections remain in place. This document is typically used when business relationships conclude, projects end, or employment terminates, and parties need to address the handling of sensitive information exchanged during their relationship. Under German law, such agreements must comply with the Civil Code (BGB), Trade Secret Act (GeschGehG), and where applicable, data protection regulations (GDPR and BDSG). The agreement should clearly specify which obligations survive, procedures for returning or destroying confidential information, and any continuing duties of the parties. It's particularly crucial in situations involving intellectual property, trade secrets, or sensitive business information where ongoing protection is necessary despite the termination of the original relationship.
Suggested Sections

1. Parties: Identification of all contracting parties, including legal entity details and registered addresses

2. Background: Context of the original NDA, reason for termination, and reference to original agreement

3. Definitions: Key terms including 'Confidential Information', 'Original Agreement', 'Effective Date', and 'Termination Date'

4. Termination of Original Agreement: Express termination of the original NDA and effective date of termination

5. Surviving Obligations: Specification of confidentiality obligations that survive termination and their duration

6. Return or Destruction of Confidential Information: Requirements and process for returning or destroying confidential information

7. Confirmation of Compliance: Parties' representations regarding compliance with return/destruction obligations

8. Release and Waiver: Mutual release from obligations except those explicitly surviving

9. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction

10. Signatures: Execution blocks for all parties

Optional Sections

1. Intellectual Property Rights: Additional provisions regarding IP rights if the confidential information included IP

2. Data Protection: Specific provisions for handling personal data under GDPR if applicable

3. Non-Competition: Post-termination competition restrictions if agreed between parties

4. Indemnification: Specific indemnity provisions for breach of surviving obligations

5. Third Party Rights: Provisions regarding rights of third parties if their confidential information was included

6. Severability: Standard severability clause, particularly important if some provisions might be challenged

7. Costs: Allocation of costs related to termination process if significant

Suggested Schedules

1. Schedule 1 - Original NDA: Copy of the original Non-Disclosure Agreement being terminated

2. Schedule 2 - Confidential Information Register: Detailed list of confidential information covered by the agreement

3. Schedule 3 - Destruction Certificate: Template certificate confirming destruction of confidential information

4. Schedule 4 - Handover Protocol: Checklist and process for returning physical materials and documents

5. Appendix A - Surviving Obligations: Detailed list of specific obligations that survive termination

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 Industries

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Pharmaceuticals

Telecommunications

Energy

Automotive

Aerospace

Chemical Industry

Media & Entertainment

Relevant Teams

Legal

Human Resources

Compliance

Information Security

Executive Leadership

Research & Development

Information Technology

Risk Management

Operations

Corporate Governance

Business Development

Relevant Roles

Legal Counsel

Chief Legal Officer

Compliance Officer

Human Resources Director

Chief Executive Officer

Chief Technology Officer

Information Security Manager

Privacy Officer

Project Manager

Business Development Director

Research Director

Intellectual Property Manager

Risk Manager

Corporate Secretary

Operations Director

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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