NDA Development for Germany

NDA Development Template for Germany

This German-law governed Non-Disclosure Agreement (NDA) is specifically designed for development projects and collaborations. It incorporates requirements from the German Trade Secrets Act (GeschGehG) and relevant provisions of the German Civil Code (BGB), while addressing the unique confidentiality needs of development work. The document provides comprehensive protection for technical information, trade secrets, and intellectual property while facilitating necessary information sharing for development activities. It includes specific provisions for handling technical documentation, source code, prototypes, and other development-related confidential information in compliance with German legal requirements.

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What is a NDA Development?

This Development NDA is essential for parties engaging in technical development projects under German law where confidential information needs to be shared. The document is particularly relevant when parties are discussing or engaging in software development, product development, or technical collaboration projects. The NDA Development agreement incorporates specific provisions required under the German Trade Secrets Act (GeschGehG) and addresses both technical and business confidentiality requirements. It's designed to protect sensitive information such as source code, technical specifications, prototypes, and development methodologies, while enabling necessary information sharing for project evaluation and execution. The document is structured to comply with German legal requirements while maintaining practical usability for development teams and technical personnel.

What sections should be included in a NDA Development?

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

2. Background: Context of the development project and purpose of the NDA

3. Definitions: Key terms including 'Confidential Information', 'Development Project', 'Technical Information', 'Trade Secrets', and 'Permitted Purpose'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the development context

5. Obligations of Confidentiality: Core confidentiality obligations including handling, storage, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, advisors, or other authorized persons

7. Security Measures: Required technical and organizational measures for protecting confidential information

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

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

10. Governing Law and Jurisdiction: Specification of German law and jurisdiction

11. Signatures: Execution block compliant with German law requirements

What sections are optional to include in a NDA Development?

1. Intellectual Property Rights: Provisions clarifying that no IP rights are transferred under the NDA, used when IP-sensitive technical information will be shared

2. Development Project Scope: Detailed description of the development project, used when the NDA is specific to a particular project

3. Data Protection: GDPR compliance provisions, required if personal data will be processed

4. Non-Solicitation: Restrictions on hiring or soliciting employees, used when teams will work closely together

5. Residual Knowledge: Provisions addressing use of general knowledge and skills gained, important for long-term development projects

6. Export Control: Compliance with export control regulations, needed if technical information may be subject to export restrictions

7. Severability (Salvatorische Klausel): Standard clause under German law for partial invalidity, recommended but not mandatory

What schedules should be included in a NDA Development?

1. Schedule 1 - Scope of Development Project: Detailed description of the development project and technical areas covered

2. Schedule 2 - Authorized Representatives: List of key contacts and authorized persons for each party

3. Schedule 3 - Security Protocols: Specific technical and organizational measures required for information protection

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

5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality agreements to be signed by employees or contractors

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

Information Technology

Software Development

Manufacturing

Automotive

Healthcare Technology

Biotechnology

Industrial Automation

Artificial Intelligence

Internet of Things

Telecommunications

Electronics

Research & Development

Clean Technology

Financial Technology

Digital Media

Relevant Teams

Legal

Engineering

Product Development

Research & Development

Information Technology

Procurement

Business Development

Innovation

Information Security

Project Management

Technical Operations

Software Development

Systems Architecture

Quality Assurance

Technical Consulting

Relevant Roles

Chief Technology Officer

Development Manager

Software Engineer

Product Manager

Technical Project Lead

Research & Development Director

Innovation Manager

Systems Architect

Technical Consultant

Legal Counsel

Procurement Manager

Business Development Manager

Technical Account Manager

Chief Information Officer

Head of Engineering

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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