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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."
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
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
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
Original Non-Disclosure Agreement
Confidential Information
Trade Secrets
Effective Date
Termination Date
Disclosing Party
Receiving Party
Authorized Recipients
Affiliate
Business Day
Destruction Certificate
Handover Protocol
Personal Data
Proprietary Information
Representatives
Surviving Obligations
Return Period
Verification Report
Working Day
Intellectual Property Rights
Confidentiality Period
Original Disclosure Period
Permitted Purpose
Related Persons
Definitions
Termination
Return of Information
Destruction of Information
Surviving Confidentiality Obligations
Data Protection
Non-Competition
Representations and Warranties
Intellectual Property
Trade Secrets
Confirmation of Compliance
Release and Waiver
Indemnification
Dispute Resolution
Governing Law
Jurisdiction
Severability
Entire Agreement
Notices
Third Party Rights
Costs
Force Majeure
Amendment
Assignment
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Research & Development
Pharmaceuticals
Telecommunications
Energy
Automotive
Aerospace
Chemical Industry
Media & Entertainment
Legal
Human Resources
Compliance
Information Security
Executive Leadership
Research & Development
Information Technology
Risk Management
Operations
Corporate Governance
Business Development
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
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