Cross Border NDA for Germany

Cross Border NDA Template for Germany

This document is a Cross Border Non-Disclosure Agreement governed by German law, designed to protect confidential information exchanged between parties from different jurisdictions. It incorporates key requirements of German civil law, including the German Trade Secrets Act (GeschGehG), while ensuring compliance with EU GDPR requirements for data protection. The agreement provides robust protection for trade secrets and confidential information in an international context, with specific provisions for cross-border information sharing, data transfer mechanisms, and enforcement across different jurisdictions.

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What is a Cross Border NDA?

This Cross Border NDA template is essential for businesses engaging in international collaborations, negotiations, or transactions where confidential information needs to be shared across borders. The document is specifically structured to comply with German law while maintaining international enforceability, incorporating provisions from the German Trade Secrets Act and EU GDPR. It is particularly valuable for initial business discussions, due diligence processes, joint ventures, and technology licensing negotiations. The agreement includes comprehensive provisions for data protection, permitted disclosures, and enforcement mechanisms suitable for cross-border relationships, making it ideal for both German companies engaging with international partners and foreign companies doing business in Germany.

What sections should be included in a Cross Border NDA?

1. Parties: Identification of the parties entering into the NDA, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', 'Authorized Recipients', and 'Affiliated Companies'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, and as required by law

7. Data Protection: GDPR compliance provisions and data protection obligations

8. Term and Survival: Duration of the agreement and provisions that survive termination

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

10. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

11. Entire Agreement: Integration clause confirming the complete agreement between parties

What sections are optional to include in a Cross Border NDA?

1. Non-Solicitation: Optional restrictions on soliciting employees or customers, included when parties want additional business protection

2. Non-Competition: Optional restrictions on competing activities, included when sharing highly sensitive business information

3. Export Control: Required when confidential information may be subject to export control regulations

4. Arbitration: Optional alternative dispute resolution mechanism, particularly useful for cross-border agreements

5. Language: Specification of controlling language version, needed when agreement is executed in multiple languages

6. Electronic Execution: Provisions for electronic signature and execution, included when parties plan to sign electronically

What schedules should be included in a Cross Border NDA?

1. Schedule 1 - Authorized Recipients: List of individuals or roles authorized to receive confidential information

2. Schedule 2 - Security Requirements: Specific technical and organizational measures required for protecting confidential information

3. Schedule 3 - Data Processing Terms: Detailed GDPR-compliant data processing terms if personal data is involved

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for authorized recipients to sign

5. Appendix B - Information Security Standards: Detailed information security standards and protocols to be followed

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

Pharmaceuticals

Automotive

Financial Services

Healthcare

Research & Development

Energy

Telecommunications

Professional Services

Industrial Engineering

Software Development

Biotechnology

Defense

Consumer Goods

Relevant Teams

Legal

Compliance

International Business Development

Research and Development

Information Security

Corporate Development

Procurement

Strategic Partnerships

Intellectual Property

Data Protection

Executive Leadership

Innovation

Sales

Business Operations

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Head of International Business Development

Chief Technology Officer

Research Director

Business Development Manager

Intellectual Property Manager

Data Protection Officer

Chief Information Security Officer

Head of Procurement

Director of Strategic Partnerships

International Sales Director

Chief Innovation Officer

Compliance Manager

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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