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1. Parties: Identification of all initial parties to the agreement, including full legal names, registration details, and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of information sharing
3. Definitions: Detailed definitions including 'Confidential Information', 'Authorized Recipients', 'Permitted Purpose', and other key terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including explicit reference to trade secrets under GeschGehG
5. Obligations of Confidentiality: Core confidentiality obligations, including specific protection measures required under German law
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to affiliated companies and professional advisors
7. Security Measures: Required technical and organizational measures to protect confidential information as per German trade secret law
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon request or termination
9. Duration and Termination: Term of the agreement and survival of obligations
10. Breach and Remedies: Consequences of breach, including specific remedies under German law
11. General Provisions: Standard clauses including governing law, jurisdiction, and severability
1. Data Protection: Required when confidential information includes personal data, addressing GDPR compliance
2. Addition and Removal of Parties: Mechanism for adding or removing parties from the agreement, recommended for long-term NDAs
3. Specific Industry Requirements: Additional provisions for regulated industries (e.g., financial services, healthcare)
4. Export Control: Required when confidential information may be subject to export control regulations
5. Competitive Restrictions: Non-compete or non-solicitation provisions, subject to German competition law restrictions
6. Force Majeure: Provisions for extraordinary circumstances affecting compliance with the agreement
1. Schedule 1 - Initial Parties: List of all initial parties with full details and signing blocks
2. Schedule 2 - Authorized Recipients: List of pre-approved individuals or categories of persons who may access confidential information
3. Schedule 3 - Security Protocols: Detailed technical and organizational measures for protecting confidential information
4. Schedule 4 - Form of Accession Deed: Template for adding new parties to the agreement
5. Schedule 5 - Form of Withdrawal Notice: Template for parties to withdraw from the agreement
6. Appendix A - Specific Types of Confidential Information: Detailed categorization of confidential information specific to the transaction or relationship
Affiliate
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Data Protection Laws
Disclosing Party
Effective Date
Group
Information
Intellectual Property Rights
Notice
Party/Parties
Personal Data
Personnel
Permitted Purpose
Professional Advisors
Receiving Party
Representatives
Security Requirements
Subsidiary
Trade Secret
Technical Information
Term
Third Party
Working Hours
Definitions
Duration
Information Protection
Permitted Use
Permitted Disclosure
Return of Information
Data Protection
Intellectual Property
Party Addition
Party Removal
Security Measures
Breach Notification
Remedies
Indemnification
Governing Law
Dispute Resolution
Severability
Assignment
Third Party Rights
Force Majeure
Notices
Entire Agreement
Amendment
Waiver
Counterparts
Costs
Language
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Research & Development
Education
Automotive
Energy
Telecommunications
Biotechnology
Aerospace
Chemical Industry
Consumer Goods
Legal
Compliance
Research and Development
Business Development
Information Security
Executive Leadership
Innovation
Information Technology
Corporate Development
Risk Management
Intellectual Property
Data Protection
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Business Development Manager
Research Director
Project Manager
Chief Technology Officer
Innovation Manager
Intellectual Property Manager
Compliance Officer
Data Protection Officer
Contract Manager
Partnership Manager
Chief Information Security Officer
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