Proprietary Information Exchange Agreement Template for Germany

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Key Requirements PROMPT example:

Proprietary Information Exchange Agreement

"I need a Proprietary Information Exchange Agreement under German law for sharing technical manufacturing processes and trade secrets with a potential joint venture partner, including GDPR compliance provisions as we'll be handling employee data."

Document background
The Proprietary Information Exchange Agreement is essential when parties need to share sensitive business or technical information while ensuring legal protection under German law. This document is typically used during business negotiations, joint ventures, potential collaborations, or due diligence processes where confidential information needs to be exchanged. It provides comprehensive protection under the German Trade Secrets Act (GeschGehG) and related legislation, covering various types of proprietary information including technical data, business strategies, customer information, and trade secrets. The agreement is particularly important given Germany's strict requirements for trade secret protection and data privacy, including specific measures required to maintain legal protection of confidential information.
Suggested Sections

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

2. Background: Context of the agreement and purpose of information exchange

3. Definitions: Definitions of key terms including 'Confidential Information', 'Authorized Recipients', 'Permitted Purpose'

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

5. Confidentiality Obligations: Core obligations regarding use, protection, and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors

7. Information Security Measures: Required security measures for protecting confidential information

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

9. Term and Termination: Duration of the agreement and termination provisions

10. Breach and Remedies: Consequences of breach and available remedies

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

Optional Sections

1. Data Protection Compliance: Required when confidential information includes personal data, addressing GDPR requirements

2. Affiliate Rights: Include when parties wish to extend rights to receive/use information to affiliated companies

3. Technical Requirements: Include when specific technical standards or systems are required for information exchange

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

5. Reverse Engineering Prohibition: Include when technical information or trade secrets are involved

6. Residual Knowledge: Optional clause addressing use of retained knowledge after agreement termination

7. Non-Solicitation: Include when parties wish to prevent hiring of each other's employees

8. Insurance Requirements: Include when specific insurance coverage is required for information handling

Suggested Schedules

1. Schedule 1 - Authorized Recipients: List of individuals or roles authorized to receive confidential information

2. Schedule 2 - Security Protocols: Detailed technical and organizational security measures required

3. Schedule 3 - Information Categories: Categorization of different types of confidential information and specific handling requirements

4. Schedule 4 - Data Processing Terms: Required GDPR compliance terms if personal data is involved

5. Schedule 5 - Transfer Protocols: Specific procedures for transferring confidential information

6. Appendix A - Contact Details: Key contacts for notices and information exchange

7. Appendix B - Form of Confidentiality Undertaking: Template confidentiality agreement for authorized recipients

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
Clauses
Relevant Industries

Technology

Manufacturing

Healthcare

Financial Services

Automotive

Pharmaceuticals

Biotechnology

Professional Services

Research & Development

Software Development

Industrial

Energy

Telecommunications

Defense

Consumer Goods

Relevant Teams

Legal

Compliance

Research and Development

Information Security

Business Development

Corporate Development

Procurement

Executive Leadership

Information Technology

Data Protection

Innovation

Strategic Partnerships

Technical Operations

Risk Management

Relevant Roles

Legal Counsel

Chief Legal Officer

Business Development Manager

Chief Executive Officer

Chief Technology Officer

Research Director

Project Manager

Procurement Manager

Innovation Manager

Corporate Development Director

Chief Information Security Officer

Data Protection Officer

Compliance Manager

Technical Director

Head of Research and Development

Chief Financial Officer

Strategic Partnerships 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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