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Non Disclosure Non Use And Non Circumvention Agreement Template for Germany

A comprehensive legal agreement governed by German law that combines three essential protective elements: non-disclosure of confidential information, restriction on its use, and prevention of circumvention in business relationships. The document incorporates requirements from the German Trade Secrets Act (GeschGehG), German Civil Code (BGB), and German Act Against Unfair Competition (UWG). It provides robust protection for confidential information, trade secrets, and business relationships while ensuring compliance with German legal requirements for specificity and proportionality in restrictive covenants.

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What is a Non Disclosure Non Use And Non Circumvention Agreement?

The Non Disclosure Non Use And Non Circumvention Agreement is essential in business contexts where parties need to share sensitive information while maintaining strict control over its use and protecting business relationships. This document is particularly relevant under German law, which provides strong protection for trade secrets through the GeschGehG and business relationships through the UWG. It is commonly used in business negotiations, potential partnerships, investment discussions, or consulting arrangements where one party may gain access to valuable information or business connections. The agreement ensures comprehensive protection by combining confidentiality obligations with specific restrictions on use and measures to prevent circumvention of the disclosing party's business relationships. It must be carefully drafted to comply with German legal requirements while remaining enforceable and proportionate.

What sections should be included in a Non Disclosure Non Use And Non Circumvention Agreement?

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

2. Background: Context of the agreement, relationship between parties, and purpose of information sharing

3. Definitions: Definitions of key terms including Confidential Information, Trade Secrets, Permitted Purpose, Authorized Representatives

4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection measures, and handling of confidential information

5. Non-Use Obligations: Restrictions on use of confidential information and limitation to Permitted Purpose

6. Non-Circumvention: Prohibition of bypassing the disclosing party in business relationships and dealings

7. Permitted Disclosures: Circumstances under which disclosure is permitted, including to employees, advisors, or as required by law

8. Information Protection Measures: Specific security measures required to protect confidential information

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

10. Term and Survival: Duration of the agreement and surviving obligations

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

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

What sections are optional to include in a Non Disclosure Non Use And Non Circumvention Agreement?

1. Ownership of Developments: Used when parties may develop new IP based on shared information

2. Data Protection: Required when confidential information includes personal data under GDPR

3. Non-Solicitation: Added when there's risk of poaching employees or clients

4. Audit Rights: Included for high-sensitivity information requiring verification of protection measures

5. Export Control: Necessary when information is subject to export control regulations

6. Reverse Engineering Prohibition: Important for technical or product-related information

7. Representatives and Warranties: Added for complex business relationships or sensitive information exchange

What schedules should be included in a Non Disclosure Non Use And Non Circumvention Agreement?

1. Schedule 1 - Confidential Information: Detailed description or categories of confidential information covered

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Specific technical and organizational measures required for information protection

4. Schedule 4 - Permitted Purpose: Detailed description of the authorized uses of confidential information

Authors

Alex Denne

Advisor @ 蜜桃传媒AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Germany

Document Type

Use Agreement

Cost

Free to use

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