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Technology Non Disclosure Agreement

Technology Non Disclosure Agreement Template for Germany

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Key Requirements PROMPT example:

Technology Non Disclosure Agreement

"I need a Technology Non Disclosure Agreement under German law for sharing AI algorithm development data with a research institute, with special provisions for source code protection and restrictions on reverse engineering."

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Document background
This Technology Non Disclosure Agreement is essential for any business or organization sharing technical information, trade secrets, or proprietary technology in Germany. It should be used when parties need to exchange sensitive technical data, software code, engineering specifications, or other confidential technical information during business negotiations, joint ventures, or technical collaborations. The agreement is drafted in compliance with German law, particularly the German Trade Secrets Act (GeschGehG) and relevant EU regulations, making it suitable for both domestic German operations and international collaborations where German law governs. It provides comprehensive protection for technical intellectual property while ensuring practical usability in technical and business contexts.
Suggested Sections

1. Parties: Identification and details of the disclosing and receiving parties

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

3. Definitions: Definitions of key terms, especially 'Confidential Information', 'Technical Information', and 'Trade Secrets'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, particularly technical data, know-how, and trade secrets

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

6. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, advisors, or other authorized persons

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 termination or request

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

10. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes

Optional Sections

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

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

3. Technical Systems Access: Required when access to technical systems or platforms is needed to share confidential information

4. Export Control: Needed when confidential information may be subject to export control regulations

5. Reverse Engineering Prohibition: Important when protecting technical products or samples

6. Special Security Requirements: For highly sensitive technical information requiring specific security protocols

7. Audit Rights: Optional provision allowing the disclosing party to audit compliance

8. Insurance Requirements: When specific insurance coverage for data breaches is required

Suggested Schedules

1. Schedule 1 - Description of Technical Information: Detailed description of the technical information covered by the agreement

2. Schedule 2 - Authorized Personnel: List of authorized persons who may access the confidential information

3. Schedule 3 - Security Protocols: Specific technical and organizational security measures required

4. Schedule 4 - Data Processing Requirements: GDPR-specific requirements if personal data is involved

5. Schedule 5 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions









































Clauses






























Relevant Industries

Information Technology

Software Development

Manufacturing

Engineering

Automotive

Aerospace

Electronics

Telecommunications

Biotechnology

Research & Development

Industrial Automation

Artificial Intelligence

Robotics

Clean Technology

Medical Devices

Relevant Teams

Legal

Research & Development

Engineering

Information Technology

Product Development

Innovation

Information Security

Intellectual Property

Technical Operations

Data Protection

Corporate Development

Technical Support

Relevant Roles

Chief Technology Officer

Technical Director

Research Director

Software Engineer

Systems Architect

Product Manager

R&D Manager

Chief Information Officer

Innovation Manager

Technical Project Manager

Patent Manager

Intellectual Property Counsel

Engineering Manager

Technical Consultant

Chief Information Security Officer

Data Protection Officer

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,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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