Non Disclosure Waiver Template for Germany

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Key Requirements PROMPT example:

Non Disclosure Waiver

"I need a Non-Disclosure Waiver in German law for my software development company to protect our AI algorithms and source code during negotiations with potential investors from the US, with special attention to cross-border data transfer requirements."

Document background
This Non-Disclosure Waiver is essential for businesses operating under German jurisdiction who need to protect confidential information during business negotiations, partnerships, or other commercial relationships. The document is specifically structured to comply with the German Trade Secrets Act (GeschGehG) and related legislation, making it suitable for both domestic German operations and international business relationships where German law applies. It should be used whenever confidential information needs to be shared with external parties or internal stakeholders who require specific confidentiality obligations. The document typically covers technical information, business strategies, intellectual property, and other proprietary information, incorporating German legal requirements for trade secret protection and remedies.
Suggested Sections

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

2. Background: Context of the agreement and the purpose for sharing confidential information

3. Definitions: Clear definitions of 'Confidential Information', 'Permitted Purpose', and other key terms in compliance with GeschGehG requirements

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

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Term and Survival: Duration of the agreement and which obligations survive termination

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Remedies: Legal remedies available in case of breach, including injunctive relief and damages

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

Optional Sections

1. Data Protection: Required when confidential information includes personal data subject to GDPR

2. Intellectual Property Rights: Included when confidential information involves IP rights or when development work is contemplated

3. Non-Solicitation: Optional clause preventing solicitation of employees or customers, if relevant to the business relationship

4. Export Control: Required when confidential information may be subject to export control regulations

5. Prior Agreements: Needed when replacing or supplementing existing confidentiality obligations

6. Severability: Standard salvatory clause under German law, recommended but not always essential

7. Notices: Detailed notice provisions for formal communications, recommended for complex relationships

Suggested Schedules

1. Schedule 1 - Specific Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Measures: Specific technical and organizational measures required for protecting confidential information

4. Appendix A - Form of Acknowledgment: Template for acknowledgment by employees or third parties who will have access to confidential information

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 & Software

Manufacturing

Professional Services

Healthcare & Life Sciences

Financial Services

Research & Development

Industrial Engineering

Telecommunications

Consumer Goods

Energy & Utilities

Automotive

Chemical Industry

Pharmaceuticals

Biotechnology

Aerospace & Defense

Relevant Teams

Legal

Human Resources

Research & Development

Executive Leadership

Business Development

Procurement

Information Technology

Innovation

Corporate Strategy

Mergers & Acquisitions

Product Development

Compliance

Operations

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Human Resources Director

Procurement Manager

Innovation Manager

Strategic Partnership Director

Investment Manager

Technical Consultant

Product Development Manager

Compliance Officer

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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