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Bilateral NDA for Germany

Bilateral NDA Template for Germany

A comprehensive bilateral non-disclosure agreement governed by German law, designed to establish mutual confidentiality obligations between two parties. This document complies with German civil law requirements, particularly the German Civil Code (BGB) and the Trade Secrets Act (GeschGehG), while incorporating GDPR considerations for personal data protection. It provides detailed provisions for protecting confidential information, defining permitted uses, establishing security measures, and outlining remedies for breach of confidentiality. The agreement is structured to meet German legal standards for precision and completeness while remaining practical for business use.

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Bilateral NDA

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What is a Bilateral NDA?

This Bilateral NDA template is specifically designed for use under German law when two parties need to exchange confidential information while ensuring legal protection. The document is particularly relevant for business negotiations, joint ventures, potential partnerships, or any situation requiring mutual disclosure of sensitive information. The agreement incorporates key requirements from German legislation, including the German Civil Code (BGB), Trade Secrets Act (GeschGehG), and data protection regulations (GDPR). It provides comprehensive protection while remaining flexible enough to accommodate various business contexts. This Bilateral NDA template includes specific provisions for defining confidential information, permitted uses, security measures, and breach remedies, all structured to be enforceable under German jurisdiction.

What sections should be included in a Bilateral NDA?

1. Parties: Identification and details of both parties entering into the NDA

2. Background: Context of the agreement and purpose of sharing confidential information

3. Definitions: Detailed definitions including 'Confidential Information', 'Authorized Persons', 'Permitted Purpose'

4. Scope of Confidential Information: Specific description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed

7. Data Protection: Provisions ensuring compliance with GDPR and German data protection laws

8. Term and Termination: Duration of the agreement and termination provisions

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

10. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

What sections are optional to include in a Bilateral NDA?

1. Intellectual Property Rights: Additional provisions regarding IP rights in shared information, recommended when technical or creative information is involved

2. Non-Solicitation: Provisions preventing parties from soliciting each other's employees, optional for business relationships where this is a concern

3. Specific Security Measures: Detailed technical and organizational measures for protecting confidential information, recommended for highly sensitive data

4. Export Control: Provisions regarding compliance with export control laws, necessary when dealing with regulated technologies or international transfers

5. Severability Clause: Standard clause ensuring survival of agreement if parts are found invalid, recommended for complex agreements

What schedules should be included in a Bilateral NDA?

1. Schedule 1 - Authorized Persons: List of individuals authorized to access confidential information

2. Schedule 2 - Security Protocols: Detailed technical and organizational measures for data protection

3. Schedule 3 - Information Classification Guidelines: Guidelines for categorizing different types of confidential information

4. Appendix A - Form of Notification: Template for notifications regarding unauthorized disclosure or data breaches

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Germany

Cost

Free to use
Relevant legal definitions

























Clauses
























Relevant Industries

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Research & Development

Education

Automotive

Biotechnology

Energy

Telecommunications

Real Estate

Media & Entertainment

Retail

Consulting

Relevant Teams

Legal

Business Development

Research & Development

Human Resources

Executive Leadership

Information Technology

Procurement

Finance

Operations

Compliance

Innovation

Strategic Partnerships

Product Development

Corporate Communications

Risk Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Research Director

Project Manager

Human Resources Director

Chief Technology Officer

Innovation Manager

Procurement Manager

Contract Manager

Compliance Officer

Chief Financial Officer

Strategic Partnership Manager

Operations Director

Industries





Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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