Confidentiality And Non Solicitation Agreement for Germany

Confidentiality And Non Solicitation Agreement Template for Germany

A comprehensive legal agreement governed by German law that combines confidentiality obligations with non-solicitation provisions. The document ensures the protection of trade secrets and confidential information while preventing the solicitation of employees, customers, or suppliers. It is structured to comply with the German Trade Secrets Act (GeschGehG), German Civil Code (BGB), and relevant EU regulations, incorporating appropriate limitations and enforcement mechanisms under German law. The agreement balances the protection of legitimate business interests with reasonable restrictions that are enforceable under German jurisdiction.

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What is a Confidentiality And Non Solicitation Agreement?

The Confidentiality and Non-Solicitation Agreement is essential for businesses operating in Germany who need to protect their confidential information and maintain stable business relationships. This document is typically used when entering into business discussions, partnerships, or employment relationships where sensitive information will be shared and there's a need to prevent the solicitation of key personnel or customers. The agreement must comply with German legal requirements, including the German Trade Secrets Act (GeschGehG) and competition laws, while ensuring enforceability through reasonable temporal and geographic limitations. It's particularly relevant for business transactions, potential partnerships, employee onboarding, and consulting arrangements where protection of trade secrets and business relationships is crucial.

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

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

What sections are optional to include in a Confidentiality And Non Solicitation 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

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

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

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

Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Research & Development

Pharmaceuticals

Automotive

Energy

Telecommunications

Software Development

Biotechnology

Engineering

Consulting

Retail

Relevant Teams

Legal

Human Resources

Executive Leadership

Business Development

Research and Development

Information Technology

Finance

Procurement

Sales

Operations

Compliance

Investment

Partnership Management

Relevant Roles

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

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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