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1. Parties: Identification of the contracting parties with full legal names and addresses
2. Background: Context of the agreement and the business relationship between the parties
3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Restricted Persons'
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
6. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or suppliers, with specific temporal and geographic limitations
7. Duration of Obligations: Time period for both confidentiality and non-solicitation obligations
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Remedies: Legal remedies available in case of breach, including injunctive relief and damages
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection: Additional provisions for handling personal data under GDPR and BDSG, required if confidential information includes personal data
2. Non-Competition: Additional restrictions on competitive activities, only included if specifically agreed and carefully drafted to comply with German competition law
3. Audit Rights: Rights to audit compliance with confidentiality obligations, typically included for more sensitive information
4. Security Measures: Specific technical and organizational measures required for protecting confidential information, useful for technical or highly sensitive information
5. Subcontractors: Provisions regarding the use of subcontractors and their obligations, relevant when subcontracting is contemplated
1. Schedule 1 - Confidential Information: Detailed description of the specific confidential information covered by the agreement
2. Schedule 2 - Restricted Persons: List of specific customers, suppliers, or other persons covered by non-solicitation provisions
3. Schedule 3 - Security Requirements: Technical and organizational measures required for protecting confidential information
4. Schedule 4 - Approved Recipients: List of pre-approved persons or entities who may receive confidential information
Trade Secrets
Permitted Purpose
Restricted Period
Restricted Territory
Restricted Persons
Affiliated Companies
Business Relationship
Disclosing Party
Receiving Party
Representatives
Permitted Recipients
Group Companies
Confidentiality Obligations
Non-Solicitation Obligations
Professional Contact
Business Contact
Material Interest
Intellectual Property Rights
Personal Data
Technical Data
Trade Secret Holder
Authorized Persons
Security Requirements
Competitive Business
Customer
Supplier
Business Partner
Effective Date
Termination Date
Non-Solicitation
Permitted Disclosure
Return of Information
Data Protection
Intellectual Property
Term and Termination
Remedies
Governing Law
Jurisdiction
Entire Agreement
Severability
Assignment
Third Party Rights
Force Majeure
Notices
Amendments
Waiver
Counterparts
Costs
Security Measures
Audit Rights
Indemnification
Survival
Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Research & Development
Pharmaceuticals
Automotive
Energy
Telecommunications
Software Development
Biotechnology
Engineering
Consulting
Retail
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Information Technology
Finance
Procurement
Sales
Operations
Compliance
Investment
Partnership Management
Legal Counsel
HR Director
Business Development Manager
Chief Executive Officer
Chief Technology Officer
Project Manager
Research Director
Chief Financial Officer
Procurement Manager
Sales Director
Operations Manager
Innovation Manager
Investment Director
Partnership Manager
Compliance Officer
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