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Non Disclosure And Non Solicitation Agreement
"I need a Non Disclosure And Non Solicitation Agreement under German law for a technology startup entering into discussions with potential investors, with special emphasis on protecting our software source code and customer data, effective from March 2025."
1. Parties: Identification of the contracting parties, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of entering into the agreement
3. Definitions: Definition of key terms including 'Confidential Information', 'Trade Secrets', 'Representatives', and 'Business Relationship'
4. Confidentiality Obligations: Core confidentiality provisions, including scope of confidential information, standard of care, and permitted uses
5. Non-Solicitation Provisions: Restrictions on solicitation of employees, customers, and business partners, including scope and duration
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and authorized recipients
7. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
8. Term and Termination: Duration of the agreement and circumstances for termination
9. Survival: Provisions that continue after termination of the agreement
10. Remedies: Legal remedies available in case of breach, including injunctive relief and damages
11. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and severability
1. Data Protection: Required when confidential information includes personal data subject to GDPR
2. Third Party Rights: Include when other entities' rights need protection or when information may be shared with affiliates
3. Non-Competition: Optional broader competition restrictions, but must be carefully drafted to comply with German law
4. Security Measures: Specific technical and organizational measures required for protecting confidential information
5. Export Control: Include when dealing with international parties or regulated technical information
6. Insurance: Requirements for insurance coverage, typically included in higher-value or higher-risk relationships
7. Audit Rights: Rights to audit compliance with the agreement, typically included in more complex commercial relationships
1. Schedule 1 - Specified Confidential Information: Detailed list or categories of specific confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template undertaking for employees or subcontractors who will access confidential information
5. Appendix B - Data Processing Terms: Required GDPR-compliant data processing terms if personal data is involved
Authors
Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Biotechnology
Automotive
Research and Development
Software Development
Pharmaceuticals
Energy
Telecommunications
Engineering
Consumer Goods
Industrial Products
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Procurement
Information Technology
Finance
Compliance
Operations
Strategic Planning
Corporate Development
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Counsel
Business Development Manager
Human Resources Director
Chief Technology Officer
Project Manager
Procurement Manager
Research Director
Chief Financial Officer
Innovation Manager
Strategic Partnerships Manager
Operations Director
Compliance Officer
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