��������Ƶ

This Confidential Disclosure Agreement template is designed for use under German law when parties need to share sensitive business, technical, or commercial information. It provides a comprehensive framework for protecting confidential information in accordance with the German Trade Secrets Act (GeschGehG) and related legislation. The document is suitable for various business contexts, including M&A transactions, joint ventures, supplier relationships, and business partnerships. It incorporates specific requirements of German law regarding the definition and protection of trade secrets, including necessary security measures and enforcement mechanisms. The agreement is particularly important in preliminary business discussions, due diligence processes, and collaborative projects where proprietary information needs to be shared. It addresses both unilateral and mutual disclosure scenarios and can be adapted for specific industry requirements while maintaining compliance with German legal standards.

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

2. Background: Purpose of the agreement and context of the disclosure

3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Affiliate', and 'Permitted Purpose'

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

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

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

7. Exclusions: Standard exclusions from confidentiality obligations (public domain, independently developed, etc.)

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

9. Term and Termination: Duration of the agreement and confidentiality obligations

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

11. General Provisions: Standard boilerplate provisions adapted to German law requirements