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This Reciprocal Confidentiality Agreement is designed for situations where two parties need to share sensitive business or technical information with each other, typically during business negotiations, joint venture discussions, or collaborative projects. It ensures that both parties have equivalent obligations to protect each other's confidential information under German law, particularly complying with the German Trade Secrets Act (GeschGehG) and relevant EU regulations. The agreement is commonly used before entering into more detailed commercial arrangements, during due diligence processes, or when exploring potential business partnerships. It includes specific provisions required under German law for the protection of trade secrets and, where relevant, personal data processing under GDPR.

1. Parties: Identification of the contracting parties with full legal names and addresses

2. Background: Brief context of why the parties are entering into the agreement and their relationship

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

4. Scope of Confidential Information: Detailed description of what constitutes confidential information for each party

5. Obligations of Confidentiality: Core mutual obligations regarding protecting and maintaining confidentiality

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law

7. Protection Measures: Specific security measures required to protect confidential information as per German Trade Secrets Act

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

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

10. Breach and Remedies: Consequences of breach, including remedies and indemnification

11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments