Mutual Non Circumvention Non Disclosure Agreement for Germany

Mutual Non Circumvention Non Disclosure Agreement Template for Germany

A comprehensive legal agreement governed by German law that combines both non-circumvention and non-disclosure provisions to protect confidential information and business relationships. The document ensures compliance with the German Trade Secrets Act (GeschGehG) and relevant provisions of the German Civil Code (BGB), while establishing mutual obligations between parties to maintain confidentiality and not bypass each other in business dealings. It includes specific provisions for protecting trade secrets, defining permitted uses of confidential information, and establishing remedies under German law for any breaches.

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What is a Mutual Non Circumvention Non Disclosure Agreement?

The Mutual Non Circumvention Non Disclosure Agreement (NCNDA) is essential for businesses operating under German law who are engaging in preliminary discussions, negotiations, or business relationships where sensitive information needs to be shared and business relationships need protection. This document is particularly crucial when parties are exploring potential collaborations, joint ventures, or business opportunities where there's a risk of one party attempting to circumvent the other to directly access their business contacts, clients, or opportunities. The agreement ensures compliance with the German Trade Secrets Act (GeschGehG) and the German Civil Code (BGB), while providing clear mechanisms for protecting both confidential information and business relationships. It's commonly used in international business contexts where at least one party is operating under German jurisdiction, and includes specific provisions for enforcement under German law.

What sections should be included in a Mutual Non Circumvention Non Disclosure Agreement?

1. Parties: Identification of all contracting parties with full legal names and addresses

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

3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Circumvention', 'Affiliate', and 'Representatives'

4. Purpose and Scope: Description of the business purpose and scope of the agreement

5. Non-Disclosure Obligations: Detailed obligations regarding the protection and non-disclosure of confidential information

6. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed

8. Security Measures: Required measures for protecting confidential information

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

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

11. Breach and Remedies: Consequences of breach and available remedies including damages

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

13. General Provisions: Standard clauses including severability, amendments, and entire agreement

What sections are optional to include in a Mutual Non Circumvention Non Disclosure Agreement?

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

2. Intellectual Property Rights: Added when confidential information includes IP or when IP might be created during the business relationship

3. Non-Solicitation: Optional provisions preventing parties from hiring each other's employees or contractors

4. Insurance Requirements: Required when dealing with high-value confidential information or significant potential damages

5. Audit Rights: Optional provision allowing parties to audit compliance with security measures

6. Force Majeure: Added when long-term obligations are contemplated

7. Assignment and Succession: Required when parties want to specifically address transferability of rights and obligations

What schedules should be included in a Mutual Non Circumvention Non Disclosure Agreement?

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

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 protecting confidential information

4. Schedule 4 - Affiliated Companies: List of affiliated companies covered by the agreement

5. Appendix A - Standard NDA Acknowledgment Form: Template form for additional parties or representatives to acknowledge NDA obligations

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

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What is a Mutual Non Circumvention Non Disclosure Agreement?

What sections should be included in a Mutual Non Circumvention Non Disclosure Agreement?

What sections are optional to include in a Mutual Non Circumvention Non Disclosure Agreement?

What schedules should be included in a Mutual Non Circumvention Non Disclosure Agreement?

Authors

Alex Denne

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