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Supplier Non Disclosure Agreement
"I need a Supplier Non Disclosure Agreement under German law for a new technology supplier who will have access to our semiconductor manufacturing processes, with special attention to export control regulations and subcontractor provisions."
1. Parties: Identification of the disclosing party (typically the company) and receiving party (the supplier), including full legal names and addresses
2. Background: Context of the business relationship and purpose of sharing confidential information
3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Affiliated Companies'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, aligned with GeschGehG requirements
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection requirements
6. Permitted Disclosures: Circumstances under which confidential information may be shared, including with employees and subcontractors
7. Security Measures: Specific security measures required to protect confidential information
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Breach and Remedies: Consequences of breach and available legal remedies, including provisions for injunctive relief
11. 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. Subcontractors: Needed when supplier may need to engage subcontractors who will have access to confidential information
3. Export Control: Required when confidential information may be subject to export control regulations
4. Intellectual Property Rights: Relevant when confidential information includes IP-protected materials
5. Non-Solicitation: Optional clause preventing hiring of each other's employees
6. Insurance Requirements: Optional section requiring specific insurance coverage for data breaches or confidentiality breaches
7. Audit Rights: Optional provision allowing auditing of supplier's compliance with confidentiality obligations
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of specific confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized personnel who may receive or handle confidential information
3. Schedule 3 - Security Measures: Detailed technical and organizational measures required for protecting confidential information
4. Schedule 4 - Approved Subcontractors: If applicable, list of pre-approved subcontractors who may receive confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template for individual confidentiality undertakings by employees or subcontractors
Authors
Affiliate/Affiliated Company
Authorized Representative
Business Purpose
Confidential Information
Disclosing Party
Effective Date
Group Companies
Intellectual Property Rights
Permitted Purpose
Permitted Recipients
Personal Data
Receiving Party
Representatives
Security Measures
Subcontractor
Supplier
Term
Trade Secret
Technical Information
Working Day
Trade Secrets Protection
Information Security
Data Protection
Permitted Use
Permitted Disclosure
Return of Information
Destruction of Information
Term and Duration
Survival
Breach and Remedies
Injunctive Relief
Subcontracting
Assignment
Third Party Rights
Audit Rights
Notice
Governing Law
Jurisdiction
Entire Agreement
Severability
Variation
Force Majeure
Waiver
Costs
Manufacturing
Technology
Automotive
Chemical
Pharmaceutical
Healthcare
Financial Services
Retail
Energy
Telecommunications
Industrial
Consumer Goods
Electronics
Aerospace
Defense
Legal
Procurement
Supply Chain
Compliance
Information Security
Research and Development
Operations
Quality Assurance
Information Technology
Risk Management
Procurement Manager
Supply Chain Director
Legal Counsel
Compliance Officer
Contract Manager
Vendor Relations Manager
Chief Information Security Officer
Data Protection Officer
Research and Development Director
Project Manager
Chief Technology Officer
Operations Manager
Quality Assurance Manager
Business Development Manager
Strategic Sourcing Manager
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