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This Non Disclosure Agreement Proprietary Information template is designed for use under German law when parties need to exchange confidential business information, technical knowledge, or trade secrets. The document is particularly relevant for business relationships where one or both parties need to disclose proprietary information while ensuring its protection under the German Trade Secrets Act (GeschGehG) and related legislation. It's commonly used in scenarios such as business negotiations, due diligence processes, joint ventures, or service provider relationships. The agreement includes specific provisions required under German law for maintaining trade secret protection, including requirements for appropriate security measures and clear identification of confidential information. It addresses both the civil law aspects of confidentiality obligations and the specific requirements for trade secret protection under German law.

1. Parties: Identification of the disclosing and receiving parties, including legal form and registration details as required under German law

2. Background: Context of the confidentiality agreement and the business relationship between the parties

3. Definitions: Key terms including 'Confidential Information', 'Trade Secrets', 'Authorized Persons', and other relevant definitions compliant with GeschGehG

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including both expressly designated information and implicitly confidential information

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, advisors, or as required by law

7. Security Measures: Required technical and organizational measures to protect confidential information

8. Return or Destruction: Obligations regarding the return or destruction of confidential information upon request or termination

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

10. Breach and Remedies: Consequences of breach, including Vertragsstrafe (contractual penalty) and injunctive relief

11. Governing Law and Jurisdiction: Specification of German law and jurisdiction

12. Execution: Signature blocks and execution formalities