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1. Parties: Identification of all parties to the agreement, including their legal names, addresses, and registration details if applicable
2. Background: Context of the dispute or situation leading to the settlement, reference to the original NDA, and purpose of this settlement agreement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Confidential Information', 'Settlement Date', and other relevant terms
4. Settlement Terms: Details of the settlement including any payments, admissions, or actions required by either party
5. Release and Waiver: Mutual release of claims related to the disputed matters and waiver of future claims regarding settled matters
6. Ongoing Confidentiality Obligations: Specification of continuing obligations regarding confidential information, including duration and scope
7. Return or Destruction of Confidential Information: Requirements and timeline for returning or destroying confidential information
8. Non-Admission of Liability: Statement that the settlement does not constitute admission of wrongdoing by either party
9. Representations and Warranties: Statements of fact and promises made by each party regarding their capacity and authority
10. Governing Law and Jurisdiction: Specification of German law as governing law and designation of competent courts
11. Entire Agreement: Confirmation that this document represents the complete agreement between parties
12. Execution: Signature blocks and execution requirements
1. Non-Disparagement: Mutual agreements not to make negative statements about each other, used when reputational concerns are significant
2. Employee-Specific Provisions: Additional terms specific to employment relationships, used when settlement involves current or former employees
3. Intellectual Property Rights: Specific provisions regarding IP rights, used when confidential information includes intellectual property
4. Data Protection Compliance: Specific GDPR compliance provisions, used when confidential information includes personal data
5. Future Cooperation: Terms for ongoing business relationship, if parties intend to continue working together
6. Insurance and Indemnification: Additional protection provisions, used in high-risk situations
7. Severability: Provisions for maintaining validity if parts are found invalid, used in complex settlements
8. Press Releases and Announcements: Controls on public communications about the settlement, used in high-profile cases
1. Schedule 1 - Confidential Information: Detailed list or description of the confidential information covered by the settlement
2. Schedule 2 - Settlement Payment Terms: Detailed payment schedule and terms if monetary settlement is involved
3. Schedule 3 - Return/Destruction Certificate: Form of certificate to be signed confirming return or destruction of confidential information
4. Schedule 4 - Original NDA: Copy of the original NDA(s) being settled
5. Schedule 5 - Specific Actions Required: Detailed list of specific actions required by each party as part of the settlement
Original NDA
Confidential Information
Trade Secrets
Settlement Date
Effective Date
Settlement Sum
Parties
Representatives
Affiliate
Business Day
Claims
Dispute
Disclosing Party
Receiving Party
Permitted Purpose
Restricted Period
Settlement Payment
Intellectual Property Rights
Personal Data
Confidentiality Obligations
Related Persons
Return Date
Security Requirements
Surviving Provisions
Territory
Working Hours
Authorized Recipients
Breach
Destruction Certificate
Excluded Information
Force Majeure Event
Original Disclosure
Released Claims
Settlement Documents
Settlement Terms
Release and Waiver
Payment
Information Return
Information Destruction
Non-Admission
Non-Disparagement
Data Protection
Intellectual Property
Representations and Warranties
Future Obligations
Governing Law
Dispute Resolution
Assignment
Severability
Amendments
Notices
Force Majeure
Entire Agreement
Third Party Rights
Costs
Termination
Survival
Execution
Technology
Pharmaceuticals
Financial Services
Manufacturing
Professional Services
Healthcare
Biotechnology
Automotive
Chemical Industry
Research and Development
Software Development
Telecommunications
Consumer Goods
Energy
Legal
Human Resources
Compliance
Information Security
Research and Development
Executive Leadership
Corporate Affairs
Intellectual Property
Risk Management
Information Technology
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Human Resources Director
Chief Technology Officer
Chief Information Officer
Intellectual Property Manager
Research Director
Business Development Director
Chief Financial Officer
Senior Legal Counsel
Data Protection Officer
Head of Security
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