IT Confidentiality Agreement Template for Germany

A comprehensive confidentiality agreement specifically designed for IT-related business relationships under German law, incorporating requirements from the German Trade Secrets Act (GeschGehG) and relevant data protection regulations including GDPR/BDSG. The agreement provides robust protection for technical information, software, systems architecture, and other IT-related confidential information, while ensuring compliance with German statutory requirements for trade secret protection and data security. It includes specific provisions for digital information handling, cybersecurity measures, and technical safeguards required under German law.

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What is a IT Confidentiality Agreement?

The IT Confidentiality Agreement is essential for businesses operating in Germany that need to protect sensitive technical information, software, and IT systems during business relationships or collaborations. This document is specifically structured to comply with German legal requirements, including the German Trade Secrets Act (GeschGehG), Federal Data Protection Act (BDSG), and IT Security Act. It should be used when sharing sensitive IT-related information such as source code, system architectures, technical specifications, or accessing IT infrastructure. The agreement is particularly crucial for technology service providers, software developers, and companies engaging IT contractors or consultants, as it provides specific provisions for digital information protection and cybersecurity measures required under German law.

What sections should be included in a IT Confidentiality Agreement?

1. Parties: Identification of the contracting parties, including registered addresses and company details

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

3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Authorized Personnel', and 'IT Systems'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including technical data, software, systems, and business information

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

6. Technical Security Measures: Required IT security measures for protecting digital confidential information

7. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination or request

8. Term and Termination: Duration of the agreement and termination provisions

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

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

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

1. Third Party Disclosure: Rules for sharing confidential information with authorized third parties, used when third-party access is anticipated

2. Employee Compliance: Specific provisions for ensuring employee compliance, used when the receiving party needs to share information with employees

3. Data Protection Provisions: Specific GDPR/BDSG compliance measures, included when personal data is involved

4. Source Code Protection: Special provisions for protecting software source code, used when software code is part of the confidential information

5. Cloud Storage Provisions: Requirements for cloud storage of confidential information, used when cloud services are utilized

6. Audit Rights: Rights to audit compliance with security measures, included for high-sensitivity agreements

7. Insurance Requirements: Obligations to maintain cyber-security insurance, used for high-value or high-risk information

What schedules should be included in a IT Confidentiality Agreement?

1. Schedule 1 - Confidential Information: Detailed list of specific confidential information covered by the agreement

2. Schedule 2 - Authorized Personnel: List of personnel authorized to access confidential information

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

4. Schedule 4 - Approved IT Systems: List of approved IT systems and software for handling confidential information

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

6. Appendix B - Security Breach Protocol: Procedures for handling and reporting security breaches

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

Jurisdiction

Germany

Publisher

Genie AI

Cost

Free to use

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