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Discovery Confidentiality Agreement Template for Germany

A comprehensive confidentiality agreement governed by German law, specifically designed for discovery and evaluation phases of potential business relationships or collaborations. This agreement ensures compliance with German trade secret protection laws (GeschGehG) and data protection regulations (GDPR/BDSG) while facilitating the secure exchange of confidential information during preliminary discussions and evaluations. It includes specific provisions for protecting trade secrets, technical information, and business data, with mechanisms for controlled disclosure and information handling that align with German legal requirements and business practices.

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What is a Discovery Confidentiality Agreement?

The Discovery Confidentiality Agreement is essential for organizations engaging in preliminary discussions or evaluations of potential business relationships under German jurisdiction. It is specifically designed to protect confidential information, trade secrets, and proprietary data during the discovery phase, before entering into more detailed commercial agreements. This document type is crucial when parties need to share sensitive technical, commercial, or strategic information for evaluation purposes, while ensuring compliance with German trade secret law (GeschGehG), data protection regulations (GDPR/BDSG), and other relevant German legal requirements. The agreement establishes clear protocols for information sharing, handling, and protection, making it particularly valuable for research collaborations, technology transfers, joint venture explorations, and due diligence processes.

What sections should be included in a Discovery Confidentiality Agreement?

1. Parties: Identification of the disclosing and receiving parties, including full legal names and addresses

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

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Authorized Recipients', and 'Trade Secrets' as defined under GeschGehG

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including both trade secrets and other confidential business information

5. Confidentiality Obligations: Core obligations regarding non-disclosure, protection measures, and permitted uses of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized recipients and required protective measures

7. Information Security Measures: Required technical and organizational measures to protect confidential information

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

9. Term and Termination: Duration of the agreement and termination provisions

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

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

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

2. Employee and Contractor Obligations: Required when receiving party needs to share information with employees or contractors

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

4. Non-Solicitation: Optional protection against solicitation of employees or customers

5. Reverse Engineering Prohibition: Specific prohibition required when protecting technical trade secrets

6. Audit Rights: Optional right to audit compliance with confidentiality obligations

7. Insurance Requirements: Optional requirement for insurance coverage against data breaches or confidentiality breaches

What schedules should be included in a Discovery Confidentiality Agreement?

1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

2. Schedule 2 - Security Requirements: Specific technical and organizational measures required for information protection

3. Schedule 3 - Authorized Recipients: List of pre-approved individuals or roles who may access confidential information

4. Appendix A - Information Classification Guidelines: Guidelines for categorizing and handling different types of confidential information

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

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Publisher

Ƶ

Cost

Free to use

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