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Unilateral Non Disclosure Agreement
"I need a Unilateral Non Disclosure Agreement under German law for sharing technical manufacturing processes with a potential supplier in Bavaria, with specific provisions for protecting our industrial designs and manufacturing know-how."
1. Parties: Identification and details of the Disclosing Party and Receiving Party
2. Background: Context of the disclosure and purpose of the agreement
3. Definitions: Clear definitions of Confidential Information, Permitted Purpose, 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 and permitted uses of the confidential information
6. Security Measures: Required measures for protecting and securing confidential information
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
8. Term and Termination: Duration of the agreement and termination provisions
9. Breach and Remedies: Consequences of breach and available legal remedies including provisions for injunctive relief
10. General Provisions: Standard clauses including notices, amendments, and severability
11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Permitted Disclosures: Used when specific categories of employees or advisors need access to the confidential information
2. Data Protection: Required when confidential information includes personal data subject to GDPR
3. Export Control: Needed when confidential information may be subject to export control regulations
4. Intellectual Property Rights: Important when confidential information includes IP-protected materials
5. Non-Solicitation: Optional protection against hiring of employees or solicitation of customers
6. Residual Knowledge: Used when allowing for the use of retained general knowledge
7. Subcontractors: Needed when the Receiving Party may need to share information with subcontractors
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to access the confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling the information
4. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings by authorized recipients
5. Appendix B - Data Processing Terms: Required GDPR-compliant data processing terms if personal data is involved
Authors
Trade Secrets
Disclosing Party
Receiving Party
Affiliate
Authorized Representative
Permitted Purpose
Business Day
Confidentiality Obligation
Effective Date
Personal Data
Representatives
Security Measures
Term
Third Party
Proprietary Information
Technical Information
Know-How
Business Information
Intellectual Property Rights
Residual Information
Unauthorized Disclosure
Permitted Disclosees
Associated Company
Contractual Purpose
Confidentiality Obligations
Permitted Use
Security Measures
Return of Information
Term and Termination
Non-Disclosure
Data Protection
Intellectual Property
Breach and Remedies
Injunctive Relief
Permitted Disclosures
Notice Requirements
Governing Law
Jurisdiction
Severability
Assignment
Entire Agreement
Amendments
Survival
Force Majeure
Third Party Rights
Waiver
Counterparts
Technology
Manufacturing
Financial Services
Healthcare
Pharmaceuticals
Professional Services
Research & Development
Automotive
Energy
Telecommunications
Consumer Goods
Industrial
Chemical
Software Development
Biotechnology
Legal
Business Development
Research and Development
Executive Leadership
Procurement
Human Resources
Finance
Operations
Compliance
Information Technology
Innovation
Strategic Partnerships
Product Development
Corporate Communications
Risk Management
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Project Manager
Research Director
Chief Technology Officer
Procurement Manager
Human Resources Director
Chief Financial Officer
Innovation Manager
Strategic Partnership Director
Compliance Officer
Operations Manager
Contract Manager
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