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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.

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