Non Disclosure Non Circumvention And Non Competition Agreement for Germany

Non Disclosure Non Circumvention And Non Competition Agreement Template for Germany

A comprehensive legal agreement governed by German law that combines three crucial protective elements: confidentiality obligations, prevention of business relationship circumvention, and competitive restrictions. The document is structured to comply with German trade secret protection laws (GeschGehG), competition laws, and constitutional requirements regarding freedom of occupation. It provides robust protection for confidential information, business relationships, and competitive advantages while ensuring enforceability under German jurisdiction, including specific provisions for damages and remedies in case of breach.

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What is a Non Disclosure Non Circumvention And Non Competition Agreement?

This Non Disclosure Non Circumvention And Non Competition Agreement is essential for businesses operating in Germany who need to protect their confidential information, business relationships, and competitive position. It is particularly relevant when entering into negotiations, partnerships, or business relationships where sensitive information will be shared, and there is a risk of circumvention or competitive threat. The agreement must comply with German legal requirements, including the Trade Secrets Act (GeschGehG), unfair competition laws, and constitutional limitations on restricting professional activities. It is commonly used in business negotiations, potential partnerships, employment transitions, and consulting arrangements where protection of trade secrets and business interests is paramount.

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

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

2. Background: Context of the agreement, including the nature of the potential business relationship

3. Definitions: Clear definitions of key terms including Confidential Information, Trade Secrets, Circumvention, Competition, Territory, and Duration

4. Confidentiality Obligations: Detailed provisions regarding the protection, use, and handling of confidential information

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

6. Non-Competition Obligations: Specific restrictions on competitive activities, including scope, duration, and geographic limitations

7. Duration and Survival: Term of the agreement and provisions that survive termination

8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination

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

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

11. Signatures: Execution blocks for all parties

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

1. Permitted Disclosures: Specific circumstances under which confidential information may be disclosed, used when parties need to share information with advisors or authorities

2. Employee and Subcontractor Obligations: Additional provisions for ensuring compliance by employees and subcontractors, required when parties will involve third parties

3. Data Protection: Specific provisions relating to personal data handling under GDPR and German data protection law, needed when personal data is involved

4. Severability: Provisions for maintaining validity if parts are found unenforceable, particularly important for non-compete clauses

5. Assignment: Rights and restrictions regarding transfer of agreement obligations, important for corporate restructuring scenarios

6. Force Majeure: Provisions for unforeseen circumstances preventing performance, relevant for long-term agreements

7. Insurance Requirements: Obligations to maintain specific insurance coverage, relevant for high-risk information sharing

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

1. Schedule 1 - Specified Confidential Information: Detailed list of specific confidential information covered by the agreement

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

3. Schedule 3 - Competitive Restrictions: Detailed description of prohibited competitive activities and territorial scope

4. Schedule 4 - Security Protocols: Specific procedures for handling and protecting confidential information

5. Appendix A - Acknowledgment Forms: Forms for employees or subcontractors to acknowledge confidentiality obligations

6. Appendix B - Return/Destruction Certificate: Template certificate 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

Technology

Manufacturing

Research & Development

Pharmaceuticals

Biotechnology

Financial Services

Professional Services

Engineering

Automotive

Chemical Industry

Software Development

Healthcare

Telecommunications

Energy

Industrial Design

Defense & Security

Consumer Electronics

Medical Devices

Aerospace

Relevant Teams

Legal

Research and Development

Executive Leadership

Business Development

Product Development

Engineering

Sales

Operations

Information Technology

Manufacturing

Innovation

Strategic Planning

Procurement

Finance

Human Resources

Project Management

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Business Development Manager

Research Director

Product Manager

Senior Engineer

Legal Counsel

Innovation Manager

Strategic Partnership Director

Sales Director

Operations Manager

Technical Consultant

Project Manager

Investment Manager

Manufacturing Director

Head of R&D

Chief Financial Officer

Procurement Manager

Systems Architect

Commercial Director

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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