This Indemnity Confidentiality Agreement is designed for use in situations where parties need to share sensitive business information while ensuring both strict confidentiality and financial protection through indemnification. The document is particularly relevant for business relationships involving the exchange of trade secrets, proprietary information, or sensitive business data under German jurisdiction. It incorporates provisions from the German Civil Code (BGB), German Trade Secrets Act (GeschGehG), and other relevant German legislation, making it suitable for both domestic German operations and international business relationships governed by German law. The agreement provides comprehensive protection by combining non-disclosure obligations with specific indemnification provisions, ensuring that the disclosing party has clear remedies in case of unauthorized disclosure or misuse of confidential information.
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1. Parties: Identification and details of the parties entering into the agreement
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose'
4. Scope of Confidential Information: Detailed 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. Security Measures: Required security measures for protecting confidential information
8. Indemnification: Indemnification obligations and process for claiming indemnification
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination
10. Term and Termination: Duration of the agreement and termination provisions
11. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
12. General Provisions: Standard contractual provisions including severability, entire agreement, and amendments
1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR
2. Third Party Rights: Include when third parties may have rights to or interest in the confidential information
3. Export Control: Required when confidential information may be subject to export control regulations
4. Intellectual Property Rights: Include when confidential information includes or relates to intellectual property
5. Insurance Requirements: Include when specific insurance coverage is required for indemnification obligations
6. Audit Rights: Optional section for cases requiring verification of compliance
7. Force Majeure: Include when parties want to address extraordinary circumstances affecting confidentiality obligations
1. Schedule 1 - Categories of Confidential Information: Detailed listing of specific types or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and protocols for handling confidential information
4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and handling indemnification claims
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings by employees or subcontractors
6. Appendix B - Data Processing Agreement: Required when personal data processing is involved under GDPR
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