Confidentiality And Non Circumvention Agreement for Germany

Confidentiality And Non Circumvention Agreement Template for Germany

A comprehensive legal agreement governed by German law that combines confidentiality obligations with non-circumvention provisions. The document is structured to comply with the German Trade Secrets Act (GeschGehG) and relevant EU regulations, providing robust protection for confidential information while preventing parties from bypassing each other in business dealings. It includes detailed provisions on information handling, permitted uses, security measures, and remedies under German jurisdiction, making it suitable for both domestic and international business relationships where German law applies.

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What is a Confidentiality And Non Circumvention Agreement?

The Confidentiality And Non Circumvention Agreement is essential for businesses operating under German law who need to protect sensitive information while exploring potential business relationships or transactions. It combines standard confidentiality provisions compliant with the German Trade Secrets Act (GeschGehG) with specific non-circumvention clauses that prevent parties from bypassing each other to gain unfair business advantages. This document is particularly relevant when sharing trade secrets, business strategies, or proprietary information during business negotiations, joint ventures, or similar collaborative discussions. The agreement incorporates requirements from both German national law and EU regulations, making it suitable for domestic and international business relationships where German law is the governing law.

What sections should be included in a Confidentiality And Non Circumvention Agreement?

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

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

3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Circumvention'

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Permitted Uses and Disclosures: Specified circumstances under which confidential information may be used or disclosed

6. Non-Circumvention Obligations: Obligations not to bypass or circumvent the disclosing party in business dealings

7. Security Measures: Required technical and organizational measures 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 Survival: Duration of the agreement and provisions that survive termination

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

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

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

1. Data Protection: Required when confidential information includes personal data subject to GDPR

2. Intellectual Property Rights: Added when confidential information includes IP rights or when IP might be created during the business relationship

3. Direct/Indirect Competition: Additional non-competition provisions when parties are in the same industry

4. Audit Rights: Optional provisions allowing audit of compliance with security measures

5. Insurance Requirements: Required insurance coverage for handling confidential information

6. Employee and Subcontractor Obligations: Added when parties need to share information with employees or subcontractors

7. Special Industry Requirements: Specific provisions for regulated industries (e.g., financial services, healthcare)

What schedules should be included in a Confidentiality And Non Circumvention Agreement?

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

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

3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required

4. Schedule 4 - Approved Subcontractors: List of pre-approved subcontractors who may receive confidential information

5. Appendix A - Form of Non-Disclosure Agreement: Template NDA for employees or subcontractors

6. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

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

Cost

Free to use

Relevant legal definitions

Clauses

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Technology & Software

Manufacturing

Healthcare & Pharmaceuticals

Financial Services

Professional Services

Research & Development

Energy & Utilities

Telecommunications

Automotive

Chemical Industry

Electronics

Biotechnology

Aerospace & Defense

Real Estate & Construction

Retail & Consumer Goods

Relevant Teams

Legal

Business Development

Executive Leadership

Research & Development

Procurement

Information Security

Finance

Operations

Strategy

Commercial

Innovation

Compliance

Corporate Development

Intellectual Property

Information Technology

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Chief Technology Officer

Research Director

Innovation Manager

Project Manager

Procurement Manager

Chief Financial Officer

Investment Manager

Operations Director

Strategic Partnership Manager

Intellectual Property Manager

Contract Manager

Head of Compliance

Chief Information Security Officer

Head of Research & Development

Commercial Director

Managing Director

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What is a Confidentiality And Non Circumvention Agreement?

What sections should be included in a Confidentiality And Non Circumvention Agreement?

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

What schedules should be included in a Confidentiality And Non Circumvention Agreement?

Authors

Alex Denne

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