Non Mutual NDA for Germany

Non Mutual NDA Template for Germany

This Non-Mutual Non-Disclosure Agreement (NDA) is governed by German law and complies with the German Trade Secret Protection Act (GeschGehG) and related legislation. It establishes a unilateral confidentiality obligation where one party discloses confidential information to another party for a specific purpose. The agreement includes comprehensive provisions for protecting trade secrets and confidential information, meeting the statutory requirements under German law, including specific security measures, clear identification of confidential information, and appropriate remedies in case of breach. It incorporates necessary compliance elements for GDPR where applicable and provides mechanisms for enforcement under German jurisdiction.

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What is a Non Mutual NDA?

This Non-Mutual NDA is designed for situations where one party (the Disclosing Party) needs to share confidential information with another party (the Receiving Party) while maintaining strict control over the use and dissemination of that information. The document is specifically drafted under German law and ensures compliance with the German Trade Secret Protection Act (GeschGehG), the German Civil Code (BGB), and other relevant German and EU regulations. It is particularly suitable for business negotiations, due diligence processes, potential partnerships, or vendor relationships where unilateral disclosure is required. The agreement includes robust protection mechanisms, clear obligations for the receiving party, and specific security measures required under German law. This Non-Mutual NDA template incorporates best practices for trade secret protection while maintaining enforceability under German jurisdiction.

What sections should be included in a Non Mutual NDA?

1. Parties: Identification of the Disclosing Party and Receiving Party with full legal names and addresses

2. Background: Context of the disclosure relationship and purpose of the NDA

3. Definitions: Definitions of key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations of the Receiving Party, including specific protection measures required under GeschGehG

6. Permitted Disclosures: Circumstances under which the Receiving Party may disclose information to authorized representatives and third parties

7. Security Measures: Specific measures required to protect confidential information as per German Trade Secret Protection Act

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

10. Breach and Remedies: Consequences of breach including injunctive relief and liquidated damages provisions under German law

11. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

12. Signatures: Execution blocks for both parties

What sections are optional to include in a Non Mutual NDA?

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

2. Non-Competition: Optional restrictions on competitive activities, subject to German law limitations

3. Residual Rights: Optional clause addressing use of residual knowledge, if agreed by parties

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

5. Intellectual Property Rights: Optional section clarifying ownership and handling of IP rights

6. Subcontractors: Required when Receiving Party needs to engage subcontractors

7. Insurance Requirements: Optional section requiring specific insurance coverage for confidential information

What schedules should be included in a Non Mutual NDA?

1. Schedule 1 - Specific Confidential Information: Detailed list or categories of confidential information covered

2. Schedule 2 - Authorized Representatives: List of personnel authorized to receive confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and protocols required for compliance

4. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives to sign

5. Appendix B - Data Processing Terms: Required GDPR/BDSG compliant terms if personal data is involved

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

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Automotive

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Relevant Roles

Chief Executive Officer

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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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