The Proprietary Information Agreement serves as a crucial legal framework for protecting confidential information shared between parties in various business contexts under German law. This document is essential when parties need to exchange sensitive business information, trade secrets, technical know-how, or other proprietary data during business negotiations, partnerships, or potential collaborations. It ensures compliance with the German Trade Secrets Act (GeschGehG), the German Civil Code (BGB), and where applicable, EU data protection regulations. The agreement is particularly relevant in situations involving technology transfers, business partnerships, joint ventures, or due diligence processes, providing mechanisms for confidentiality protection and clear remedies under German law.
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1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses
2. Background: Context of the agreement, including the purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and permitted uses
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
7. Security Measures: Required security measures for protecting 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 termination provisions
10. Survival: Provisions that continue after termination
11. Remedies: Available remedies in case of breach, including injunctive relief
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Data Protection: Additional provisions when personal data is involved, ensuring GDPR compliance
2. Export Control: Provisions regarding export control regulations when applicable to the confidential information
3. Intellectual Property Rights: Clarification of IP ownership and rights when relevant
4. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship
5. Reverse Engineering: Specific prohibitions on reverse engineering, particularly relevant for technical information
6. Severability: Standard clause for German law contracts regarding the validity of remaining provisions if others are invalid
7. Prior Agreements: Relationship to and/or termination of prior confidentiality agreements between the parties
1. Schedule 1 - Specific Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives to sign
5. Appendix B - Data Processing Terms: Additional terms for GDPR compliance when personal data is involved
Relevant legal definitions
Confidential Information
Trade Secret
Disclosing Party
Receiving Party
Affiliate
Authorized Purpose
Authorized Representatives
Business Day
Confidentiality Obligations
Derived Information
Effective Date
Group Company
Information
Permitted Disclosees
Personal Data
Proprietary Information
Representatives
Security Measures
Technical Information
Term
Third Party
Written Notice
Excluded Information
Residual Information
Trade Secret
Disclosing Party
Receiving Party
Affiliate
Authorized Purpose
Authorized Representatives
Business Day
Confidentiality Obligations
Derived Information
Effective Date
Group Company
Information
Permitted Disclosees
Personal Data
Proprietary Information
Representatives
Security Measures
Technical Information
Term
Third Party
Written Notice
Excluded Information
Residual Information
Clauses
Confidentiality
Non-Disclosure
Information Security
Permitted Use
Return of Information
Data Protection
Term and Duration
Remedies
Governing Law
Jurisdiction
Indemnification
Warranties
Permitted Disclosure
Notice Requirements
Assignment
Entire Agreement
Severability
Force Majeure
Amendment
Waiver
Third Party Rights
Export Control
Intellectual Property
Survival
Termination
Non-Disclosure
Information Security
Permitted Use
Return of Information
Data Protection
Term and Duration
Remedies
Governing Law
Jurisdiction
Indemnification
Warranties
Permitted Disclosure
Notice Requirements
Assignment
Entire Agreement
Severability
Force Majeure
Amendment
Waiver
Third Party Rights
Export Control
Intellectual Property
Survival
Termination
Relevant Industries
Technology
Manufacturing
Healthcare
Financial Services
Automotive
Pharmaceuticals
Biotechnology
Software Development
Professional Services
Research and Development
Energy
Telecommunications
Electronics
Industrial Engineering
Chemical Industry
Aerospace
Relevant Teams
Legal
Business Development
Research and Development
Executive Leadership
Procurement
Innovation
Compliance
Corporate Development
Information Technology
Product Development
Strategic Partnerships
Intellectual Property
Operations
Finance
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Research Director
Project Manager
Chief Technology Officer
Innovation Manager
Procurement Manager
Contract Manager
Chief Financial Officer
Head of Research and Development
Partnership Manager
Compliance Officer
Technology Transfer Officer
Investment Manager
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