Non Use Agreement Template for Germany

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Key Requirements PROMPT example:

Non Use Agreement

"I need a Non-Use Agreement under German law to protect our manufacturing process technology from being used by a potential joint venture partner in the automotive industry, with the agreement to take effect from March 1, 2025."

Document background
The Non-Use Agreement is a crucial legal instrument used in German business transactions where one party needs to prevent another party from using specific confidential information, technology, or assets. This document is particularly relevant in scenarios involving potential business partnerships, joint ventures, or situations where sensitive information needs to be shared but its use must be restricted. The agreement must comply with German legal requirements, including the German Civil Code (BGB), German Trade Secret Act (GeschGehG), and competition laws. It typically includes detailed provisions on the scope of protected information, specific restrictions, security measures, and enforcement mechanisms. The document is especially important in industries where intellectual property and trade secrets are valuable assets, and it helps establish clear boundaries for the handling and non-use of sensitive information.
Suggested Sections

1. Parties: Identification and details of the contracting parties, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including the relationship between parties and the purpose of the non-use restrictions

3. Definitions: Clear definitions of key terms, especially 'Protected Information', 'Non-Use', and other relevant technical or legal terms

4. Scope of Protected Information: Detailed description of the information, materials, or assets subject to non-use restrictions

5. Non-Use Obligations: Specific restrictions and obligations regarding the non-use of protected information

6. Security Measures: Required measures to ensure protected information is properly secured and protected from unauthorized access

7. Duration: Term of the agreement and survival of obligations

8. Return or Destruction of Information: Obligations regarding the handling of protected information upon termination

9. Breach and Remedies: Consequences of breach, including penalties and available legal remedies

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

Optional Sections

1. Third Party Access: Rules regarding disclosure to third parties, used when third-party access might be necessary

2. Audit Rights: Rights to audit compliance with the agreement, included when ongoing monitoring is desired

3. Insurance Requirements: Specific insurance obligations, included for high-value or high-risk information

4. Force Majeure: Provisions for extraordinary circumstances, included when long-term obligations exist

5. Assignment and Succession: Rules about transferability of rights and obligations, included when relevant to business context

6. Severability Clause: Standard clause under German law ensuring partial validity if some provisions are invalid

7. Data Protection Provisions: Specific GDPR compliance measures, included when personal data is involved

Suggested Schedules

1. Schedule 1: Protected Information: Detailed list and description of all information subject to non-use restrictions

2. Schedule 2: Authorized Personnel: List of individuals authorized to access the protected information, if applicable

3. Schedule 3: Security Protocols: Detailed security measures and procedures for handling protected information

4. Schedule 4: Reporting Requirements: Specific procedures for reporting any breaches or unauthorized access

5. Appendix A: Form of Destruction Certificate: Template certificate confirming destruction of protected information when required

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

Pharmaceuticals

Biotechnology

Research & Development

Financial Services

Professional Services

Automotive

Chemical Industry

Software Development

Defense

Aerospace

Healthcare

Energy

Telecommunications

Relevant Teams

Legal

Compliance

Information Security

Research & Development

Innovation

Business Development

Intellectual Property

Corporate Strategy

Operations

Procurement

Product Development

Risk Management

Information Technology

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

General Counsel

Intellectual Property Manager

Research Director

Head of Innovation

Business Development Manager

Project Manager

Legal Counsel

Compliance Officer

Information Security Officer

Research Scientist

Product Development Manager

Technology Transfer Officer

Partnership Manager

Procurement Manager

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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