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Non Disclosure And Non Use Agreement
"I need a German-law Non-Disclosure and Non-Use Agreement for my software company to share our proprietary AI algorithms with an external development contractor, ensuring they can't use our technology for other clients or disclose it to third parties."
1. Parties: Identification and details of the disclosing and receiving parties, including legal form and registration details as required under German law
2. Background: Context of the agreement and purpose of sharing confidential information
3. Definitions: Definitions of key terms, particularly 'Confidential Information', 'Affiliated Companies', 'Representatives', and 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including specific duties to protect information and permitted disclosures
6. Non-Use Obligations: Specific provisions prohibiting use of confidential information for any purpose other than the Permitted Purpose
7. Security Measures: Required technical and organizational measures to protect confidential information
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 confidentiality obligations, including survival provisions
10. Breach and Remedies: Consequences of breach, including injunctive relief and damages under German law
11. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement provisions
1. Contractual Penalty (Vertragsstrafe): Specific penalties for breach, particularly relevant in B2B contexts where German law allows such provisions
2. Data Protection: Additional provisions when confidential information includes personal data subject to GDPR
3. Employee and Subcontractor Obligations: Specific provisions for ensuring confidentiality obligations extend to employees and subcontractors
4. Reverse Engineering: Specific prohibitions on reverse engineering, particularly relevant for technical information
5. Export Control: Provisions regarding export control laws when confidential information may be subject to export restrictions
6. Non-Solicitation: Provisions preventing solicitation of employees or customers, if relevant to the business relationship
7. Residual Information: Provisions addressing use of residual knowledge, if agreed between parties
1. Schedule 1 - Designated Representatives: List of authorized representatives who may receive or handle confidential information
2. Schedule 2 - Specific Confidential Information: Detailed categorization or list of specific confidential information covered
3. Schedule 3 - Security Protocols: Specific technical and organizational measures required for protecting confidential information
4. Appendix A - Form of Acknowledgment: Template for acknowledgment of confidentiality obligations by representatives or employees
Authors
Affiliated Company
Confidential Information
Disclosing Party
Receiving Party
Permitted Purpose
Representatives
Trade Secret
Effective Date
Confidentiality Period
Business Day
Legitimate Interest
Security Measures
Technical Information
Proprietary Information
Commercial Information
Know-How
Protected Materials
Authorized Recipients
Group Companies
Intellectual Property Rights
Residual Information
Reasonable Measures
Unauthorized Disclosure
Unauthorized Use
Third Party
Permitted Disclosure
Non-Use Obligations
Information Protection
Return of Information
Term and Duration
Permitted Disclosures
Security Measures
Breach and Remedies
Contractual Penalties
Governing Law
Jurisdiction
Severability
Assignment
Data Protection
Export Control
Notice Requirements
Survival
Entire Agreement
Amendment
Third Party Rights
Force Majeure
Representatives and Warranties
Indemnification
Non-Solicitation
Reverse Engineering
Residual Rights
Dispute Resolution
Technology & Software
Manufacturing
Healthcare & Pharmaceuticals
Financial Services
Professional Services
Research & Development
Automotive
Energy & Utilities
Telecommunications
Consumer Goods
Industrial Engineering
Biotechnology
Aerospace & Defense
Chemical Industry
Electronics
Legal
Compliance
Information Security
Research and Development
Business Development
Procurement
Executive Leadership
Innovation
Information Technology
Human Resources
Intellectual Property
Corporate Development
Risk Management
Operations
Strategic Partnerships
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Project Manager
Research Director
Chief Technology Officer
Innovation Manager
Procurement Manager
Strategic Partnership Director
Intellectual Property Manager
Chief Information Security Officer
Compliance Officer
Contract Manager
Human Resources Director
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