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Full Non Disclosure Agreement for Germany

Full Non Disclosure Agreement Template for Germany

A comprehensive Non-Disclosure Agreement (NDA) governed by German law (Geheimhaltungsvereinbarung), designed to protect confidential information exchanged between parties. This document incorporates requirements from the German Trade Secrets Act (GeschGehG), German Civil Code (BGB), and relevant EU regulations including GDPR. It provides robust protection for trade secrets, business information, technical knowledge, and other confidential data, with specific provisions for enforcement under German jurisdiction and remedies including injunctive relief and contractual penalties (Vertragsstrafe).

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Full Non Disclosure Agreement

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What is a Full Non Disclosure Agreement?

This Full Non-Disclosure Agreement is essential for businesses and individuals operating under German jurisdiction who need to protect sensitive information during business discussions, negotiations, or collaborations. The document is particularly relevant in scenarios involving technology transfer, business partnerships, service agreements, or investment discussions. It complies with German legal requirements, including the German Trade Secrets Act (GeschGehG) and relevant EU regulations, while providing comprehensive protection for confidential information, trade secrets, and proprietary data. The agreement includes specific provisions for information handling, security measures, and breach remedies, making it suitable for both domestic German operations and international business relationships where German law applies.

What sections should be included in a Full Non Disclosure Agreement?

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

2. Background: Context of the agreement and purpose of sharing confidential information

3. Definitions: Clear definitions of 'Confidential Information', 'Authorized Persons', 'Permitted Purpose' and other key terms

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

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors

7. Information Security Measures: Required measures for protecting and securing confidential information

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

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

10. Breach and Remedies: Consequences of breach, including injunctive relief and contractual penalties (Vertragsstrafe)

11. Governing Law and Jurisdiction: Specification of German law and jurisdiction of German courts

12. Signatures: Execution blocks for all parties

What sections are optional to include in a Full Non Disclosure Agreement?

1. Third Party Rights: Required when confidential information of third parties may be involved or when third parties need enforcement rights

2. Personal Data Protection: Required when personal data will be shared, ensuring GDPR compliance

3. Export Control: Needed when information subject to export control regulations may be shared

4. Intellectual Property Rights: Important when confidential information includes IP rights or when development work is contemplated

5. Severability (Salvatorische Klausel): Standard German law clause, recommended but not mandatory

6. Prior Agreements and Variations: Needed when replacing existing NDAs or when specific variation procedures are required

7. Representatives and Warranties: Required when specific assurances about the confidential information or authority to disclose are needed

8. Reverse Engineering Prohibition: Important for technical information or trade secrets, particularly under GeschGehG

What schedules should be included in a Full Non Disclosure Agreement?

1. Schedule 1 - Authorized Personnel: List of individuals authorized to access confidential information

2. Schedule 2 - Security Procedures: Detailed information security procedures and requirements

3. Schedule 3 - Specific Information: Detailed list of specific confidential information covered, if not all information shared is confidential

4. Appendix A - Form of Acknowledgment: Template for authorized personnel to acknowledge NDA obligations

Authors

Alex Denne

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

Jurisdiction

Germany

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions

























Clauses

























Relevant Industries

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Biotechnology

Automotive

Energy

Telecommunications

Software Development

Chemical Industry

Aerospace

Retail

Education

Relevant Teams

Legal

Executive Leadership

Business Development

Research & Development

Human Resources

Information Technology

Procurement

Operations

Corporate Strategy

Innovation

Information Security

Product Development

Mergers & Acquisitions

Intellectual Property

Finance

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Legal Counsel

Business Development Manager

Research Director

Project Manager

Investment Manager

Procurement Manager

Human Resources Director

Technology Transfer Officer

Innovation Manager

Contract Manager

Intellectual Property Manager

Operations Director

Strategic Partnership Manager

Chief Information Security Officer

Product Development Manager

Merger & Acquisition Specialist

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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