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1. Parties: Identification of the contracting parties, including full legal names, registration numbers, and addresses of the business partners
2. Background: Context of the business partnership and purpose of the NDA, including the nature of the proposed business relationship
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Trade Secrets', 'Authorized Representatives', and 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement, aligned with GeschGehG requirements
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 employees and professional advisors
7. Security Measures: Required security measures for protecting confidential information, as required by German Trade Secrets Act
8. Term and Survival: Duration of the agreement and survival of confidentiality obligations after termination
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
10. Remedies and Penalties: Legal remedies and penalties for breach, including provisions for injunctive relief and damages
11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for dispute resolution
1. Data Protection: Specific provisions for handling personal data under GDPR, required when confidential information includes personal data
2. Non-Solicitation: Restrictions on soliciting employees or customers, recommended for closer business partnerships
3. Competitive Restrictions: Additional restrictions on competitive activities, subject to German competition law limitations
4. Export Control: Provisions for compliance with export control regulations, necessary when dealing with regulated technologies or international transfers
5. Publicity: Restrictions on public announcements about the business relationship
6. Force Majeure: Provisions for handling confidentiality obligations during extraordinary circumstances
7. Insurance Requirements: Obligations to maintain specific insurance coverage for potential breaches
1. Schedule 1 - Specific Confidential Information: Detailed list of specific confidential information, trade secrets, and protected know-how covered by the agreement
2. Schedule 2 - Authorized Representatives: List of authorized representatives from each party who may access and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling different categories of confidential information
4. Appendix A - Acknowledgment Form: Form for employees or third parties to acknowledge their confidentiality obligations
5. Appendix B - Information Return/Destruction Certificate: Template certificate for confirming the return or destruction of confidential information
Authorized Purpose
Authorized Representatives
Affiliated Companies
Business Partnership
Confidential Information
Disclosing Party
Receiving Party
Trade Secrets
Permitted Disclosures
Personal Data
Professional Advisors
Representatives
Security Measures
Confidentiality Obligations
Effective Date
Group Companies
Intellectual Property Rights
Protected Information
Term
Third Party
Permitted Recipients
Business Day
Derivative Materials
Residual Information
Information Protection
Data Protection
Intellectual Property
Term and Termination
Permitted Use
Disclosure Restrictions
Return of Information
Security Measures
Breach and Remedies
Governing Law
Dispute Resolution
Assignment
Severability
Force Majeure
Notices
Non-Solicitation
Entire Agreement
Amendment
Waiver
Third Party Rights
Survival
Competition
Warranties
Indemnification
Technology and Software
Manufacturing
Automotive
Chemical and Pharmaceutical
Financial Services
Healthcare
Professional Services
Retail and E-commerce
Industrial Engineering
Energy and Utilities
Telecommunications
Biotechnology
Aerospace and Defense
Consumer Goods
Media and Entertainment
Legal
Business Development
Executive Leadership
Corporate Development
Research and Development
Innovation
Operations
Procurement
Compliance
Strategy
Commercial Operations
Information Technology
Product Development
Partner Relations
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Chief Technology Officer
Partnership Manager
Managing Director
Head of Strategy
Chief Operating Officer
Commercial Director
Innovation Manager
Research Director
Project Manager
Procurement Manager
Corporate Development Director
General Counsel
Compliance Officer
Contract Manager
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