¶¶Òõ¶ÌÊÓƵ

A Protective Covenant Agreement is essential for protecting an organization's confidential information, trade secrets, and business relationships in the German market. This document is typically used when onboarding key employees or during significant role transitions where employees gain access to sensitive information or strategic relationships. The agreement must comply with strict German legal requirements, including mandatory compensation for post-contractual non-compete obligations (°­²¹°ù±ð²Ô³ú±ð²Ô³Ù²õ³¦³óä»å¾±²µ³Ü²Ô²µ) and reasonable limitations on scope and duration of restrictions. The document addresses both during-employment and post-employment obligations, incorporating provisions from the German Commercial Code (HGB), Civil Code (BGB), and Trade Secret Act (GeschGehG). It's particularly crucial for roles involving access to trade secrets, strategic information, or key customer relationships.

1. Parties: Identification of the contracting parties (typically employer and employee/contractor)

2. Background: Context of the agreement, relationship between parties, and legitimate business interests requiring protection

3. Definitions: Detailed definitions of key terms including Confidential Information, Trade Secrets, Competitive Activity, and Protected Business

4. Scope of Protection: Details of what information and interests are protected under the agreement

5. Confidentiality Obligations: Specific duties regarding handling and protection of confidential information

6. Non-Competition Provisions: Post-employment competition restrictions, including geographic and temporal limitations (must comply with § 74 HGB)

7. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or suppliers

8. Duration and Geographic Scope: Specific timeframes and geographical boundaries for restrictions

9. Compensation: Compensation for post-contractual restrictions as required by German law (typically 50% of last received remuneration)

10. Return of Materials: Obligations regarding return of confidential materials and company property

11. Breach and Remedies: Consequences of breach, including penalties and enforcement mechanisms

12. Severability: Provisions for maintaining validity if certain clauses are found unenforceable

13. Governing Law and Jurisdiction: Specification of German law application and competent courts