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This Indefinite NDA is designed for use in situations requiring long-term protection of confidential information under German law. It is particularly suitable for ongoing business relationships, strategic partnerships, and situations where the confidential information maintains its value indefinitely. The agreement incorporates specific requirements of the German Trade Secrets Act (GeschGehG) and addresses key aspects of trade secret protection, including detailed definitions of confidential information, security measures, and permitted uses. This document is essential for businesses operating in Germany or subject to German law who need to protect sensitive information without a predetermined expiration date. It includes comprehensive provisions for maintaining confidentiality, managing authorized disclosures, and ensuring compliance with German legal standards for trade secret protection.

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

2. Background: Context of the agreement and the business relationship necessitating the exchange of confidential information

3. Definitions: Key terms including 'Confidential Information', 'Authorized Recipients', 'Trade Secrets' (as per GeschGehG), and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, aligned with GeschGehG requirements

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 authorized representatives and when required by law

7. Security Measures: Required measures to protect confidential information, meeting the 'reasonable steps' requirement under GeschGehG

8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination

9. Duration and Survival: Indefinite duration of obligations and survival of confidentiality obligations

10. Breach and Remedies: Consequences of breach, including injunctive relief and damages under German law

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