Confidentiality And Impartiality Agreement for Germany

Confidentiality And Impartiality Agreement Template for Germany

A comprehensive legal document governed by German law that combines confidentiality obligations with impartiality requirements. It establishes binding commitments for parties to protect sensitive information while maintaining objectivity and avoiding conflicts of interest. The agreement incorporates provisions from German commercial law, data protection regulations (including GDPR and BDSG), and the German Trade Secrets Act (GeschGehG), ensuring robust protection of confidential information while establishing clear guidelines for maintaining impartial conduct in professional relationships.

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What is a Confidentiality And Impartiality Agreement?

The Confidentiality and Impartiality Agreement is essential in professional relationships where parties need access to sensitive information while maintaining objective and unbiased conduct. This document, governed by German law, is commonly used when engaging consultants, experts, board members, or service providers who will have access to confidential business information and need to maintain independence in their decision-making or advisory roles. It combines standard confidentiality provisions with specific impartiality requirements, ensuring compliance with German legal frameworks including the GeschGehG (Trade Secrets Act), GDPR, and relevant provisions of the German Civil Code (BGB). The agreement is particularly crucial in scenarios involving corporate governance, professional services, or situations where conflicts of interest must be actively managed and prevented.

What sections should be included in a Confidentiality And Impartiality Agreement?

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

2. Background: Context of the agreement and the relationship between the parties

3. Definitions: Definitions of key terms including 'Confidential Information', 'Impartiality', 'Permitted Purpose', and other relevant terms

4. Scope of Agreement: Clear delineation of what the agreement covers and its duration

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

6. Impartiality Requirements: Obligations to act impartially, avoid conflicts of interest, and maintain objectivity

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and authorized recipients

8. Security Measures: Required measures for protecting confidential information

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

10. Duration and Survival: Term of the agreement and which obligations survive termination

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

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

What sections are optional to include in a Confidentiality And Impartiality Agreement?

1. Employee and Contractor Obligations: Additional provisions when the agreement covers employees or contractors of either party

2. Data Protection Compliance: Specific GDPR and BDSG compliance requirements when personal data is involved

3. Industry-Specific Requirements: Additional provisions for regulated industries (e.g., financial services, healthcare)

4. Third Party Rights: Provisions regarding the rights of third parties whose confidential information may be involved

5. Competitive Restrictions: Additional non-compete or non-solicitation provisions if relevant to maintaining impartiality

6. Insurance Requirements: Obligations to maintain specific insurance coverage for potential breaches

7. Audit Rights: Rights to audit compliance with the agreement's obligations

What schedules should be included in a Confidentiality And Impartiality Agreement?

1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential

2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to access confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and procedures for handling confidential information

4. Schedule 4 - Reporting Requirements: Procedures for reporting potential breaches or conflicts of interest

5. Appendix A - Form of Confidentiality Undertaking: Template for additional parties to agree to the confidentiality obligations

6. Appendix B - Conflict Check Procedures: Procedures for identifying and managing potential conflicts of interest

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

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Financial Services

Healthcare

Technology

Professional Services

Manufacturing

Research & Development

Legal Services

Pharmaceuticals

Telecommunications

Energy

Aerospace & Defense

Management Consulting

Education

Biotechnology

Relevant Teams

Legal

Compliance

Human Resources

Research & Development

Finance

Procurement

Information Technology

Quality Assurance

Executive Leadership

Corporate Governance

Risk Management

Internal Audit

Strategy & Planning

Project Management Office

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Board Director

External Consultant

Independent Auditor

Legal Counsel

Compliance Officer

Research Scientist

Project Manager

Business Analyst

Technology Consultant

Strategic Advisor

Investment Manager

Human Resources Director

Procurement Manager

Quality Assurance Manager

Department Head

External Expert

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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