NDA Non Disparagement Template for Germany

A comprehensive agreement governed by German law that combines confidentiality obligations with non-disparagement provisions. The document ensures protection of confidential information while preventing parties from making derogatory or damaging statements about each other. It incorporates specific requirements under German civil law, including the Bürgerliches Gesetzbuch (BGB) and Geschäftsgeheimnisgesetz (GeschGehG), while maintaining compliance with constitutional protections for freedom of expression. The agreement includes detailed definitions of confidential information and prohibited conduct, along with enforcement mechanisms and remedies available under German jurisdiction.

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What is a NDA Non Disparagement?

This NDA Non Disparagement agreement is designed for use in situations where parties need to both protect confidential information and prevent potentially damaging statements or communications. It is particularly relevant in business relationships, employment transitions, or corporate transactions where sensitive information is shared and reputational interests need protection. The document complies with German legal requirements, including the Civil Code (BGB), Trade Secrets Act (GeschGehG), and constitutional provisions regarding freedom of expression. It's commonly used in employment terminations, business partnerships, corporate transactions, or consulting engagements where parties need mutual assurance of confidentiality and professional conduct. The agreement includes specific provisions for defining confidential information, permitted disclosures, and prohibited disparaging conduct, along with enforcement mechanisms under German law.

What sections should be included in a NDA Non Disparagement?

1. Parties: Identification and details of the contracting parties

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

3. Definitions: Definitions of key terms including 'Confidential Information', 'Disparagement', 'Permitted Disclosures'

4. Confidentiality Obligations: Core obligations regarding protection and non-disclosure of confidential information

5. Non-Disparagement Obligations: Specific provisions prohibiting disparaging statements and defining scope of prohibited conduct

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements

7. Return or Destruction of Confidential Information: Obligations regarding handling of confidential information upon termination

8. Duration and Survival: Term of the agreement and which provisions survive termination

9. Breach and Remedies: Consequences of breach and available remedies including potential liquidated damages

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

11. Entire Agreement and Amendments: Integration clause and requirements for modifications

What sections are optional to include in a NDA Non Disparagement?

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

2. Third Party Rights: Provisions regarding rights of affiliated companies or third parties when multiple entities are involved

3. Insurance: Requirements for insurance coverage when dealing with particularly sensitive information

4. Alternative Dispute Resolution: Mediation or arbitration provisions if parties prefer alternative to court proceedings

5. Severability: Provisions for maintaining validity if certain terms are found unenforceable under German law

6. Assignment and Transfer: Restrictions on transfer of rights and obligations when needed

7. Notices: Formal communication requirements for important matters when complex organizational structures involved

What schedules should be included in a NDA Non Disparagement?

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

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive or handle confidential information

3. Schedule 3 - Security Measures: Specific technical and organizational measures required for protecting confidential information

4. Appendix A - Form of Confidentiality Undertaking: Template for additional parties or employees to sign confidentiality commitments

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

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Workplace Confidentiality Agreement

German law-compliant confidentiality agreement protecting company secrets and confidential information in employment relationships.

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What is a NDA Non Disparagement?

What sections should be included in a NDA Non Disparagement?

What sections are optional to include in a NDA Non Disparagement?

What schedules should be included in a NDA Non Disparagement?

Authors

Alex Denne

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