Commercial Real Estate Confidentiality Agreement for Germany

Commercial Real Estate Confidentiality Agreement Template for Germany

A comprehensive confidentiality agreement tailored for commercial real estate transactions under German law, incorporating requirements from the German Civil Code (BGB) and Trade Secrets Act (GeschGehG). The document establishes binding obligations for protecting sensitive information during property transactions, due diligence processes, and related negotiations. It includes specific provisions for handling property-related confidential information, financial data, and technical specifications, while ensuring compliance with German data protection regulations and real estate transaction requirements.

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What is a Commercial Real Estate Confidentiality Agreement?

The Commercial Real Estate Confidentiality Agreement is essential for protecting sensitive information during property transactions in Germany. It should be used whenever parties need to exchange confidential information during due diligence, property negotiations, or potential real estate investments. The agreement ensures compliance with German legal requirements, including the BGB, GeschGehG, and GDPR, while protecting property specifications, financial data, tenant information, and business strategies. This document is particularly crucial in the German market where property transactions often involve extensive due diligence and detailed property information exchange before closing. It provides legal protection under German law for both the disclosing and receiving parties, with specific enforcement mechanisms suitable for the German legal system.

What sections should be included in a Commercial Real Estate Confidentiality Agreement?

1. Parties: Identification of the disclosing and receiving parties, including full legal names, registration details, and addresses

2. Background: Context of the potential real estate transaction and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Representatives', and 'Property'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the real estate transaction

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized representatives or required by law

7. Security Measures: Required technical and organizational measures for protecting confidential information

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

9. Duration and Survival: Term of the agreement and survival of obligations post-termination

10. Breach and Remedies: Consequences of breach including injunctive relief and damages

11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Commercial Real Estate Confidentiality Agreement?

1. Broker Provisions: Additional provisions when real estate brokers are involved in the transaction

2. Data Protection: Specific GDPR compliance measures when personal data is included in confidential information

3. Non-Solicitation: Restrictions on soliciting employees or clients, if relevant to the transaction

4. Exclusive Negotiations: Optional exclusivity period for transaction negotiations

5. Press Announcements: Controls on public communications about the potential transaction

6. Anti-Money Laundering: Additional compliance requirements for high-value real estate transactions

7. Competition Law Compliance: Specific provisions when parties are competitors in the real estate market

What schedules should be included in a Commercial Real Estate Confidentiality Agreement?

1. Schedule 1 - Property Details: Description and details of the subject property

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Specific Confidential Information: Detailed list of categories of confidential information to be shared

4. Schedule 4 - Security Protocols: Specific technical and organizational measures required for data protection

5. Schedule 5 - Data Room Rules: If applicable, rules and procedures for accessing virtual data room

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

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use

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