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One Way NDA for Germany

One Way NDA Template for Germany

A unilateral non-disclosure agreement governed by German law, designed to protect confidential information shared by one party with another. This agreement incorporates requirements from the German Trade Secrets Act (GeschGehG) and related German legislation, ensuring robust protection of trade secrets and confidential information. It includes provisions for security measures, permitted uses, and remedies under German law, while also accounting for potential GDPR requirements where applicable. The document is structured to be enforceable in German courts and compliant with EU trade secret protection standards.

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One Way NDA

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What is a One Way NDA?

This One-Way NDA is essential for business situations where one party (the Disclosing Party) needs to share confidential information with another party (the Receiving Party) while maintaining strict control over its use and disclosure. The agreement is specifically tailored to comply with German legal requirements, including the German Trade Secrets Act (GeschGehG) and relevant provisions of the German Civil Code (BGB). It's commonly used in business negotiations, potential partnerships, service provider relationships, or due diligence processes. The document includes comprehensive definitions of confidential information, specific security measures required under German law, and clear obligations for the receiving party. It's particularly important in scenarios involving trade secrets, proprietary technology, business strategies, or other sensitive commercial information where unilateral disclosure is necessary.

What sections should be included in a One Way NDA?

1. Parties: Identification of the Disclosing Party and Receiving Party with full legal names and addresses

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

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

4. Disclosure of Confidential Information: Scope and manner of confidential information disclosure

5. Obligations of Confidentiality: Core confidentiality obligations and permitted uses of confidential information

6. Security Measures: Required security measures for protecting confidential information as per GeschGehG

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

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

9. Breach and Remedies: Consequences of breach including damages and injunctive relief under German law

10. General Provisions: Standard provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a One Way NDA?

1. Data Protection: Required when confidential information includes personal data subject to GDPR

2. Employee and Contractor Obligations: Added when receiving party needs to share information with employees or contractors

3. Export Control: Required when confidential information is subject to export control regulations

4. Residual Information: Optional clause addressing use of retained knowledge, but must be carefully drafted under German law

5. Non-Solicitation: Added when parties want to prevent solicitation of employees or customers

6. Translations: Required when agreement needs to be in multiple languages, specifying which version prevails

What schedules should be included in a One Way NDA?

1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purpose for which confidential information may be used

2. Schedule 2 - Security Measures: Specific technical and organizational measures required for protecting confidential information

3. Schedule 3 - Authorized Recipients: List of individuals or roles authorized to receive confidential information

4. Appendix A - Types of Confidential Information: Detailed categorization of confidential information covered by the agreement

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

Professional Services

Healthcare

Financial Services

Biotechnology

Automotive

Energy

Telecommunications

Research and Development

Consumer Goods

Industrial

Software Development

Pharmaceuticals

Consulting

Relevant Teams

Legal

Business Development

Research and Development

Executive Leadership

Procurement

Human Resources

Finance

Information Technology

Operations

Sales

Corporate Development

Innovation

Compliance

Strategy

Project Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Business Development Manager

Project Manager

Research Director

Chief Technology Officer

Procurement Manager

Human Resources Director

Chief Financial Officer

Innovation Manager

Contract Manager

Legal Counsel

Sales Director

Investment Manager

Operations Manager

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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