Non Disclosure Non Circumvention Agreement for Germany

Non Disclosure Non Circumvention Agreement Template for Germany

A comprehensive legal agreement governed by German law that combines both non-disclosure and non-circumvention provisions, designed to protect confidential information and prevent parties from bypassing each other in business dealings. The document incorporates requirements from the German Trade Secrets Act (GeschGehG), German Civil Code (BGB), and relevant EU regulations including GDPR where applicable. It establishes clear obligations for handling confidential information, defines permitted uses, outlines security measures, and includes specific remedies under German law for breach of obligations.

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What is a Non Disclosure Non Circumvention Agreement?

The Non-Disclosure Non-Circumvention Agreement (NDNCA) is essential for businesses operating under German law who need to protect sensitive information while exploring potential business relationships or collaborations. It is particularly relevant when parties are sharing trade secrets, business strategies, or technical information, and want to ensure that their business relationships and opportunities are protected from circumvention. The document complies with German legal requirements, including the GeschGehG and relevant EU directives, making it suitable for both domestic German operations and international business relationships involving German entities. It's commonly used during business negotiations, joint ventures, strategic partnerships, or any situation where confidential information needs to be shared while maintaining business relationship integrity.

What sections should be included in a Non Disclosure Non Circumvention Agreement?

1. Parties: Identification of the contracting parties with full legal names and addresses

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

3. Definitions: Clear definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Purpose', and 'Affiliate'

4. Scope of Confidentiality: Detailed description of what information is considered confidential and protected under the agreement

5. Non-Disclosure Obligations: Specific obligations regarding the protection and non-disclosure of confidential information

6. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings

7. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

8. Security Measures: Required measures for protecting confidential information in accordance with GeschGehG

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

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

11. Remedies and Penalties: Legal consequences of breach, including injunctive relief and damages

12. Governing Law and Jurisdiction: Specification of German law and competent courts

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

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

2. Intellectual Property Rights: Include when sharing of IP is anticipated or needs to be explicitly protected

3. Non-Solicitation: Add when parties wish to prevent hiring of each other's employees or approaching clients

4. Export Control: Include when information may be subject to export control regulations

5. Force Majeure: Optional clause for circumstances preventing compliance with obligations

6. Insurance Requirements: Include when parties need to maintain specific insurance coverage

7. Audit Rights: Add when one party requires right to audit compliance with security measures

What schedules should be included in a Non Disclosure Non Circumvention Agreement?

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

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

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information

4. Appendix A - Confidentiality Acknowledgment Form: Template for employees or third parties to acknowledge confidentiality obligations

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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Download a Standard Non Disclosure Non Circumvention Agreement

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What is a Non Disclosure Non Circumvention Agreement?

What sections should be included in a Non Disclosure Non Circumvention Agreement?

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

What schedules should be included in a Non Disclosure Non Circumvention Agreement?

Authors

Alex Denne

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