Supplier Confidentiality Agreement for Germany

Supplier Confidentiality Agreement Template for Germany

A comprehensive confidentiality agreement template governed by German law, designed to protect proprietary and confidential information shared with suppliers during business relationships. The agreement complies with German trade secret protection laws (Geschäftsgeheimnisgesetz) and relevant EU regulations, including provisions for data protection under GDPR where applicable. It establishes clear obligations for maintaining confidentiality, permitted uses of information, security measures, and consequences of breach, while incorporating specific requirements under German contract law.

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What is a Supplier Confidentiality Agreement?

This Supplier Confidentiality Agreement template is essential for businesses operating under German law that need to share sensitive information with their suppliers while ensuring legal protection. The document is specifically structured to comply with German trade secret protection laws (Geschäftsgeheimnisgesetz) and relevant EU regulations, including the Trade Secrets Directive. It should be used before sharing any confidential information with suppliers, including technical specifications, business processes, customer data, or proprietary information. The agreement includes comprehensive definitions of confidential information, clear obligations for information handling, and specific provisions required under German law regarding breach remedies and enforcement mechanisms. It's particularly important for international business relationships where German law governs the contractual relationship.

What sections should be included in a Supplier Confidentiality Agreement?

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the supplier), including full legal names and addresses

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

3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Affiliate', 'Representatives' and other key terms

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 employees and professional advisors

7. Security Measures: Required technical and organizational measures for protecting confidential information

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

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

10. Breach and Remedies: Consequences of breach, including injunctive relief and damages

11. General Provisions: Standard clauses including notices, amendments, severability, and governing law

What sections are optional to include in a Supplier Confidentiality Agreement?

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

2. Reverse Engineering Prohibition: Specific prohibition on reverse engineering, particularly relevant for technical information or products

3. Competition Restrictions: Non-compete provisions, if permitted under the specific circumstances

4. Audit Rights: Right to audit supplier's compliance with confidentiality obligations, particularly relevant for highly sensitive information

5. Insurance Requirements: Obligations to maintain specific insurance coverage for data breaches or confidentiality breaches

6. Export Control: Required when confidential information is subject to export control regulations

7. Source Code Protection: Specific provisions for protecting source code or other technical data, relevant for IT suppliers

What schedules should be included in a Supplier Confidentiality Agreement?

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

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Requirements: Specific technical and organizational security measures required

4. Schedule 4 - Approved Subcontractors: List of pre-approved subcontractors who may receive confidential information

5. Appendix A - Form of Acknowledgment: Template for acknowledgment to be signed by representatives who will access confidential information

6. Appendix B - Data Destruction Certificate: Template certificate confirming 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 Industries

Manufacturing

Technology

Automotive

Pharmaceuticals

Chemical

Retail

Financial Services

Telecommunications

Energy

Healthcare

Consulting

Industrial

Software Development

Research and Development

Defense

Aerospace

Relevant Teams

Legal

Procurement

Supply Chain

Information Security

Data Protection

Risk Management

Commercial

Operations

Research & Development

Information Technology

Finance

Compliance

Relevant Roles

Procurement Manager

Legal Counsel

Supply Chain Director

Chief Legal Officer

Purchasing Officer

Vendor Manager

Contract Manager

Chief Information Security Officer

Data Protection Officer

Risk Manager

Commercial Director

Operations Manager

Project Manager

Research & Development Director

Chief Technology Officer

Chief Financial Officer

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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