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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."
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
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
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
Trade Secrets
Permitted Purpose
Disclosing Party
Receiving Party
Affiliate
Representatives
Authorized Recipients
Confidential Materials
Proprietary Information
Technical Information
Business Information
Intellectual Property Rights
Personal Data
Third Party
Effective Date
Confidentiality Period
Security Measures
Reasonable Steps
Permitted Disclosures
Technical Data
Know-How
Trade Knowledge
Business Day
Associated Company
Group Company
Controlled Entity
Confidentiality Obligations
Disclosure Requirements
Proprietary Rights
Interpretation
Definitions
Confidentiality Obligations
Permitted Use
Information Protection
Permitted Disclosure
Return of Information
Destruction of Information
Term and Duration
Survival
Breach and Remedies
Injunctive Relief
Warranties
Notice Requirements
Data Protection
Intellectual Property
Assignment
Severability
Entire Agreement
Amendment
Waiver
Force Majeure
Third Party Rights
Governing Law
Jurisdiction
Dispute Resolution
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
Legal
Human Resources
Research & Development
Executive Leadership
Business Development
Procurement
Information Technology
Innovation
Corporate Strategy
Mergers & Acquisitions
Product Development
Compliance
Operations
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
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