Reciprocal Non Disclosure Agreement Template for Germany

This Reciprocal Non Disclosure Agreement is essential for business relationships where parties need to share sensitive information while ensuring legal protection under German law. It is particularly relevant for commercial negotiations, joint ventures, technical collaborations, and business partnerships where both parties will exchange confidential information. The agreement complies with the German Trade Secrets Act (GeschGehG) and considers EU regulations, making it suitable for both domestic German operations and international business relationships with German entities. It includes specific provisions required by German law for effective enforcement, such as defined security measures and clear scope of protected information. This document type is commonly used in initial business discussions, due diligence processes, joint development projects, and strategic partnerships where bilateral information sharing is anticipated.

1. Parties: Identification of the contracting parties with full legal names and addresses

2. Background: Context of the business relationship and purpose of the NDA

3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Authorized Recipients'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information for both parties

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

6. Permitted Uses: Specified purposes for which the confidential information may be used

7. Security Measures: Required security measures for protecting confidential information as per German Trade Secrets Act

8. Authorized Recipients: Provisions regarding disclosure to employees, advisors, and other permitted recipients

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

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

11. Breach and Remedies: Consequences of breach including statutory references to German law remedies

12. General Provisions: Standard clauses including governing law, jurisdiction, and severability