Proprietary Data Protection Agreement Template for Germany

The Proprietary Data Protection Agreement is essential for organizations sharing sensitive business information and proprietary data in Germany and the EU. It should be used when companies need to exchange confidential information, trade secrets, or proprietary data while ensuring compliance with German and EU data protection laws. The document combines elements of data protection law (GDPR and BDSG) with trade secret protection (GeschGehG), making it particularly suitable for research collaborations, technology partnerships, or business relationships involving sensitive data exchange. This agreement is specifically tailored to German legal requirements while maintaining consistency with EU-wide regulations, providing comprehensive protection for proprietary information and establishing clear responsibilities and obligations for all parties involved.

1. Parties: Identification of the contracting parties including registered addresses and company details

2. Background: Context of the agreement, relationship between parties, and purpose of data sharing

3. Definitions: Definitions of key terms including 'Proprietary Data', 'Confidential Information', 'Processing', 'Data Protection Laws', etc.

4. Scope and Purpose: Detailed description of what proprietary data is covered and permitted purposes for its use

5. Data Protection Obligations: GDPR and BDSG compliance requirements, including legal basis for processing, data minimization, and security measures

6. Confidentiality Obligations: Obligations regarding maintaining confidentiality of proprietary data under GeschGehG

7. Technical and Organizational Measures: Specific security measures required to protect the proprietary data

8. Data Breach Notification: Procedures and timeframes for reporting data breaches

9. Audit Rights: Rights of data owner to audit compliance with the agreement

10. Term and Termination: Duration of the agreement and conditions for termination

11. Return or Destruction of Data: Obligations regarding data handling upon termination

12. Liability and Indemnification: Allocation of risks and responsibilities between parties

13. General Provisions: Standard contractual provisions including governing law, jurisdiction, and amendments