Non Disclosure Agreement IT Services for Germany

Non Disclosure Agreement IT Services Template for Germany

This document is a Non-Disclosure Agreement (NDA) specifically tailored for IT Services under German law. It incorporates key provisions of the German Trade Secrets Act (GeschGehG), the German Civil Code (BGB), and data protection requirements under GDPR/DSGVO. The agreement provides comprehensive protection for confidential information exchanged during IT service provision, including technical specifications, system architectures, business processes, and intellectual property. It addresses both traditional confidentiality concerns and modern digital security requirements, while ensuring compliance with German legal standards for contract formation and enforcement.

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What is a Non Disclosure Agreement IT Services?

This Non Disclosure Agreement IT Services template is designed for use in the German market where parties engage in information technology service provision, consulting, or development activities. The document is particularly relevant when sensitive technical information, trade secrets, or proprietary data will be shared between parties. It complies with German legal requirements, including the GeschGehG (Trade Secrets Act), BGB (Civil Code), and GDPR/DSGVO data protection regulations. The agreement is structured to protect both technical and business confidential information, covering aspects such as system architectures, source code, client data, business processes, and development methodologies. It's essential for establishing clear confidentiality obligations before commencing IT service relationships, whether for project-based work, ongoing services, or consulting arrangements.

What sections should be included in a Non Disclosure Agreement IT Services?

1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses

2. Background: Context of the relationship and purpose of the NDA, including the nature of IT services involved

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'IT Services', 'Authorized Personnel', 'Security Standards'

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

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

6. Permitted Use and Disclosure: Specified purposes for which confidential information may be used and conditions for disclosure to authorized persons

7. Data Protection and Security: GDPR/DSGVO compliance requirements and specific IT security measures

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

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

10. Breach and Remedies: Consequences of breach, including potential penalties and injunctive relief

11. Governing Law and Jurisdiction: Specification of German law application and jurisdiction

What sections are optional to include in a Non Disclosure Agreement IT Services?

1. Residual Information: Provisions regarding unavoidably retained information in memory of personnel - include when dealing with technical professionals

2. Third Party Disclosure: Rules for sharing with subcontractors or other third parties - include when third-party access is anticipated

3. Non-Solicitation: Prohibition on soliciting employees or clients - include when there's significant employee interaction

4. Insurance Requirements: Specific insurance coverage requirements - include for high-value or high-risk services

5. Audit Rights: Right to audit compliance with confidentiality obligations - include for highly sensitive information

6. Special Industry Requirements: Industry-specific confidentiality requirements - include for regulated industries

7. International Data Transfer: Provisions for cross-border data transfers - include when parties are in different countries

What schedules should be included in a Non Disclosure Agreement IT Services?

1. Schedule 1 - Specified Confidential Information: Detailed list of specific confidential information categories covered

2. Schedule 2 - Authorized Personnel: List of personnel authorized to access confidential information

3. Schedule 3 - Security Standards: Detailed technical and organizational security measures required

4. Schedule 4 - Data Processing Terms: Detailed GDPR/DSGVO compliance requirements if personal data is involved

5. Schedule 5 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information

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

Healthcare

Financial Services

Manufacturing

Retail

Education

Government

Telecommunications

Professional Services

Automotive

Insurance

E-commerce

Media and Entertainment

Energy and Utilities

Research and Development

Relevant Teams

Legal

Information Technology

Information Security

Procurement

Compliance

Risk Management

Operations

Development

Project Management

Data Protection

Vendor Management

Technical Architecture

Solutions Design

Contract Administration

Relevant Roles

Chief Information Officer

IT Director

Software Development Manager

System Administrator

Project Manager

IT Consultant

Chief Technology Officer

Information Security Officer

Data Protection Officer

IT Procurement Manager

Solutions Architect

Technical Lead

Business Analyst

Contract Manager

Legal Counsel

IT Operations Manager

DevOps Engineer

Database Administrator

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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