International Confidentiality Agreement for Germany

International Confidentiality Agreement Template for Germany

A comprehensive confidentiality agreement designed for cross-border business relationships under German law, incorporating requirements from the German Trade Secrets Act (GeschGehG) and EU regulations including GDPR. This document establishes binding confidentiality obligations between parties while ensuring compliance with German civil law provisions and international trade regulations. It includes specific provisions for data protection, security measures, and enforcement mechanisms that are compliant with both German and EU legal frameworks, making it suitable for international business relationships where at least one party is subject to German jurisdiction.

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What is a International Confidentiality Agreement?

The International Confidentiality Agreement serves as a crucial legal instrument for protecting sensitive business information in cross-border commercial relationships under German law. This document is essential when German companies engage with international partners, subsidiaries, or service providers, requiring the exchange of confidential information, trade secrets, or proprietary data. The agreement ensures compliance with the German Trade Secrets Act (GeschGehG), GDPR, and other relevant EU regulations while providing robust protection mechanisms enforceable across different jurisdictions. It is particularly valuable for business negotiations, joint ventures, research collaborations, or service agreements where confidential information needs to be shared across borders.

What sections should be included in a International Confidentiality Agreement?

1. Parties: Identification of all contracting parties, including registered addresses and company details as required under German law

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

3. Definitions: Detailed definitions including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and other key terms in compliance with GeschGehG requirements

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including trade secrets, know-how, and business information

5. Confidentiality Obligations: Core obligations regarding non-disclosure, protection measures, and permitted uses of confidential information

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

7. Data Protection: GDPR and BDSG compliance provisions for handling personal data

8. Security Measures: Required security measures for protecting confidential information as per GeschGehG

9. Term and Survival: Duration of the agreement and survival of obligations post-termination

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

11. Breach and Remedies: Consequences of breach, including injunctive relief and damages under German law

12. Governing Law and Jurisdiction: Specification of German law governance and jurisdiction for disputes

13. General Provisions: Standard provisions including severability, amendments, and notices

What sections are optional to include in a International Confidentiality Agreement?

1. Non-Solicitation: Optional restrictions on soliciting employees or customers, include when parties have direct business relationships

2. Non-Competition: Restrictions on competitive activities, include only when specifically negotiated and ensuring compliance with German competition law

3. Intellectual Property Rights: Clarification of IP ownership and rights, include when confidential information includes IP

4. Export Control: Compliance with international trade restrictions, include when dealing with regulated technologies or across restricted jurisdictions

5. Force Majeure: Provisions for extraordinary circumstances, include in long-term NDAs

6. Insurance Requirements: Obligations to maintain specific insurance coverage, include for high-risk or regulated industries

7. Audit Rights: Rights to audit compliance with confidentiality obligations, include for highly sensitive information

8. Language Clause: Specification of prevailing language version, include when agreement is bilingual

What schedules should be included in a International Confidentiality Agreement?

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

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

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for information protection

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

5. Appendix A - Data Processing Terms: GDPR-compliant data processing terms when personal data is involved

6. Appendix B - Technical and Organizational Measures: Detailed security measures required under GDPR and GeschGehG

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
Clauses
Relevant Industries

Technology and Software

Manufacturing

Pharmaceutical and Healthcare

Financial Services

Automotive

Research and Development

Professional Services

Chemical Industry

Aerospace and Defense

Energy and Utilities

Telecommunications

Biotechnology

Industrial Engineering

Consumer Goods

Media and Entertainment

Relevant Teams

Legal

Compliance

Business Development

Research and Development

Information Security

Corporate Development

Operations

Finance

Strategy

International Business

Intellectual Property

Data Protection

Procurement

Executive Leadership

Innovation

Relevant Roles

Chief Executive Officer

Legal Counsel

Chief Legal Officer

Business Development Manager

Research Director

Project Manager

Chief Technology Officer

Compliance Officer

Innovation Manager

Chief Information Security Officer

Contract Manager

Chief Financial Officer

Head of Strategy

International Business Manager

Intellectual Property Manager

Data Protection Officer

Corporate Development Director

Operations Manager

Chief Operating Officer

Strategic Partnerships Director

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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