Supplier Non Disclosure Agreement Template for Germany

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Key Requirements PROMPT example:

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."

Document background
This Supplier Non Disclosure Agreement is essential for companies operating under German law who need to share confidential information with their suppliers while maintaining legal protection. It is particularly relevant when engaging new suppliers or expanding existing supplier relationships where sensitive business information, trade secrets, or proprietary technology needs to be shared. The agreement ensures compliance with the German Trade Secrets Act (GeschGehG) and related regulations, while providing clear guidelines for handling confidential information throughout the supply chain. It addresses both domestic and international supplier relationships, incorporating necessary provisions for data protection, security measures, and enforcement mechanisms under German law.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Manufacturing

Technology

Automotive

Chemical

Pharmaceutical

Healthcare

Financial Services

Retail

Energy

Telecommunications

Industrial

Consumer Goods

Electronics

Aerospace

Defense

Relevant Teams

Legal

Procurement

Supply Chain

Compliance

Information Security

Research and Development

Operations

Quality Assurance

Information Technology

Risk Management

Relevant Roles

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

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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