Letter Of Intent Non Disclosure Agreement Template for Germany

This document combines a Letter of Intent (LOI) with comprehensive Non-Disclosure Agreement (NDA) provisions, structured under German law. It serves as a preliminary agreement outlining the parties' intentions to enter into a potential transaction while simultaneously establishing legally binding confidentiality obligations. The document incorporates specific requirements of German trade secret protection laws (Geschäftsgeheimnisgesetz) and includes provisions compliant with German civil law principles. It is particularly structured to distinguish between non-binding commercial intentions and binding confidentiality obligations, making it suitable for complex business transactions where information protection is crucial.

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What is a Letter Of Intent Non Disclosure Agreement?

A Letter Of Intent Non Disclosure Agreement is commonly used in the initial stages of business negotiations where parties need to outline their preliminary intentions while ensuring robust protection of confidential information. This hybrid document is particularly relevant under German law, where it must comply with both the Civil Code (BGB) for contract formation and the Trade Secrets Act (GeschGehG) for information protection. It's typically employed in scenarios such as mergers and acquisitions, joint ventures, strategic partnerships, or significant commercial collaborations. The document serves two distinct purposes: non-binding expression of business intentions and legally binding confidentiality obligations. It's essential for transactions where detailed due diligence is required, and sensitive information needs to be exchanged before finalizing a definitive agreement.

What sections should be included in a Letter Of Intent Non Disclosure Agreement?

1. Parties: Full legal names and addresses of all parties involved, including registration details for companies

2. Background: Context of the proposed transaction and purpose of the LOI-NDA

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives'

4. Expression of Intent: Clear statement of preliminary business intention while maintaining non-binding nature

5. Confidentiality Obligations: Core NDA provisions including scope of confidential information and usage restrictions

6. Term and Survival: Duration of both LOI and NDA provisions, specifically noting which provisions survive

7. Binding Nature: Clear distinction between non-binding LOI provisions and binding NDA obligations

8. Return of Information: Obligations regarding return or destruction of confidential information

9. Governing Law and Jurisdiction: Specification of German law and competent courts

What sections are optional to include in a Letter Of Intent Non Disclosure Agreement?

1. Exclusive Negotiation: Used when parties want to ensure exclusive negotiations for a specific period

2. Cost Allocation: Include when parties need to specify who bears transaction-related costs

3. Data Protection: Required when confidential information includes personal data under GDPR

4. Non-Solicitation: Added when parties wish to prevent poaching of employees

5. Press Releases: Include when controlling public communications is important

6. Break Fee: Used in significant transactions where compensation for withdrawal is needed

What schedules should be included in a Letter Of Intent Non Disclosure Agreement?

1. Permitted Purpose: Detailed description of the scope and purpose of information sharing

2. Information Categories: Specific types of confidential information covered by the agreement

3. Authorized Representatives: List of individuals or roles authorized to receive confidential information

4. Security Measures: Required technical and organizational measures for protecting confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

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Download a Standard Letter Of Intent Non Disclosure Agreement

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What is a Letter Of Intent Non Disclosure Agreement?

What sections should be included in a Letter Of Intent Non Disclosure Agreement?

What sections are optional to include in a Letter Of Intent Non Disclosure Agreement?

What schedules should be included in a Letter Of Intent Non Disclosure Agreement?

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Alex Denne

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