Model Confidentiality Agreement for Germany

Model Confidentiality Agreement Template for Germany

This comprehensive confidentiality agreement template is designed to comply with German law, specifically the German Trade Secrets Act (GeschGehG) and relevant EU regulations including GDPR. It provides a robust framework for protecting confidential information exchanged between parties in commercial relationships. The agreement incorporates specific provisions required under German law for trade secret protection, including requirements for appropriate secrecy measures and clear identification of confidential information. It addresses both unilateral and mutual confidentiality obligations while maintaining flexibility for customization based on specific business needs.

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What is a Model Confidentiality Agreement?

This Model Confidentiality Agreement serves as a standardized template for businesses operating under German law who need to protect confidential information exchanged during business relationships, negotiations, or collaborations. It is specifically drafted to comply with the German Trade Secrets Act (GeschGehG), the Civil Code (BGB), and relevant EU regulations including GDPR. The agreement is suitable for both unilateral and mutual confidentiality obligations and can be customized for various business contexts such as M&A discussions, joint ventures, service provider relationships, or R&D collaborations. It includes comprehensive provisions for defining confidential information, establishing security measures, and enforcing confidentiality obligations in accordance with German legal requirements.

What sections should be included in a Model Confidentiality Agreement?

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

2. Background: Context of the agreement and purpose for sharing confidential information

3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'

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

5. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information

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

7. Security Measures: Required technical and organizational measures to protect confidential information

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

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

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

11. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

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

1. Data Protection: Required when confidential information includes personal data subject to GDPR

2. Employee and Contractor Obligations: Include when the receiving party needs to ensure compliance by its workforce

3. Intellectual Property Rights: Include when confidential information includes IP that needs specific protection

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

5. Non-Solicitation: Optional provision preventing solicitation of employees or customers

6. Publicity: Restrictions on public announcements or use of party names

7. Insurance Requirements: Include when specific insurance coverage for data protection is needed

8. Audit Rights: Optional provision allowing auditing of security measures and compliance

What schedules should be included in a Model Confidentiality Agreement?

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

2. Schedule 2 - Security Measures: Detailed technical and organizational security measures required

3. Schedule 3 - Authorized Representatives: List of authorized representatives who may access confidential information

4. Schedule 4 - Permitted Purpose Details: Detailed description of the permitted use of confidential information

5. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives to sign

6. Appendix B - Data Processing Terms: GDPR-compliant data processing terms if applicable

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

Healthcare

Financial Services

Professional Services

Research & Development

Automotive

Chemical

Pharmaceutical

Software Development

Telecommunications

Energy

Industrial Engineering

Biotechnology

Consumer Goods

Defense & Security

Relevant Teams

Legal

Compliance

Business Development

Executive Leadership

Research & Development

Information Security

Data Protection

Procurement

Finance

Strategic Partnerships

Innovation

Intellectual Property

Risk Management

Corporate Development

Relevant Roles

Legal Counsel

Chief Legal Officer

Compliance Officer

Business Development Manager

Chief Executive Officer

Chief Technology Officer

Research Director

Project Manager

Procurement Manager

Information Security Officer

Data Protection Officer

Contract Manager

Innovation Manager

Chief Financial Officer

Strategic Partnerships Director

Intellectual Property 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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