The Mutual Non Circumvention Non Disclosure Agreement (NCNDA) is essential for businesses operating under German law who are engaging in preliminary discussions, negotiations, or business relationships where sensitive information needs to be shared and business relationships need protection. This document is particularly crucial when parties are exploring potential collaborations, joint ventures, or business opportunities where there's a risk of one party attempting to circumvent the other to directly access their business contacts, clients, or opportunities. The agreement ensures compliance with the German Trade Secrets Act (GeschGehG) and the German Civil Code (BGB), while providing clear mechanisms for protecting both confidential information and business relationships. It's commonly used in international business contexts where at least one party is operating under German jurisdiction, and includes specific provisions for enforcement under German law.
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1. Parties: Identification of all contracting parties with full legal names and addresses
2. Background: Context of the agreement and business relationship between the parties
3. Definitions: Definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Circumvention', 'Affiliate', and 'Representatives'
4. Purpose and Scope: Description of the business purpose and scope of the agreement
5. Non-Disclosure Obligations: Detailed obligations regarding the protection and non-disclosure of confidential information
6. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings
7. Permitted Disclosures: Circumstances under which confidential information may be disclosed
8. Security Measures: Required measures for protecting confidential information
9. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination
10. Term and Termination: Duration of the agreement and termination provisions
11. Breach and Remedies: Consequences of breach and available remedies including damages
12. Governing Law and Jurisdiction: Specification of German law and jurisdiction for disputes
13. General Provisions: Standard clauses including severability, amendments, and entire agreement
1. Data Protection: Required when confidential information includes personal data subject to GDPR
2. Intellectual Property Rights: Added when confidential information includes IP or when IP might be created during the business relationship
3. Non-Solicitation: Optional provisions preventing parties from hiring each other's employees or contractors
4. Insurance Requirements: Required when dealing with high-value confidential information or significant potential damages
5. Audit Rights: Optional provision allowing parties to audit compliance with security measures
6. Force Majeure: Added when long-term obligations are contemplated
7. Assignment and Succession: Required when parties want to specifically address transferability of rights and obligations
1. Schedule 1 - Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for protecting confidential information
4. Schedule 4 - Affiliated Companies: List of affiliated companies covered by the agreement
5. Appendix A - Standard NDA Acknowledgment Form: Template form for additional parties or representatives to acknowledge NDA obligations
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Financial Services
Healthcare
Pharmaceuticals
Biotechnology
Real Estate
Energy
Telecommunications
Consulting
Research and Development
International Trade
Industrial Engineering
Software Development
Relevant Teams
Legal
Business Development
Executive Leadership
Corporate Strategy
Mergers and Acquisitions
Research and Development
Sales
Operations
Procurement
Information Technology
Innovation
Finance
International Business
Product Development
Compliance
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Business Development Manager
Legal Counsel
Managing Director
Head of Strategy
Investment Manager
Operations Director
Research Director
Project Manager
Partnership Manager
Procurement Manager
Sales Director
Technology Officer
Innovation Manager
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