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This NDA Data Protection agreement is designed for use in business relationships where parties need to exchange confidential information and process personal data under German jurisdiction. It combines traditional non-disclosure provisions with comprehensive data protection requirements mandated by the GDPR and German Federal Data Protection Act (BDSG). The document is particularly relevant when parties need to share trade secrets, business know-how, or technical information while also processing personal data. It includes specific provisions required under German law for data processing activities, security measures, and breach notification procedures. This agreement is essential for establishing clear obligations and responsibilities regarding both confidentiality and data protection compliance, especially in business relationships where one party acts as a data controller and the other as a data processor, or where both parties act as joint controllers.

1. Parties: Identification of the contracting parties, including their roles as data controllers/processors if applicable

2. Background: Context of the agreement, nature of the confidential information and data processing activities

3. Definitions: Key terms including Confidential Information, Personal Data, Processing, Data Protection Laws, Security Measures

4. Scope and Purpose: Permitted purposes for using confidential information and processing personal data

5. Confidentiality Obligations: Core confidentiality duties, including handling, protection, and non-disclosure requirements

6. Data Protection Compliance: GDPR and BDSG compliance requirements, including data processing principles and legal bases

7. Security Measures: Technical and organizational measures for protecting confidential information and personal data

8. Data Subject Rights: Procedures for handling data subject requests and ensuring GDPR compliance

9. Breach Notification: Procedures for reporting security incidents and data breaches

10. Return or Destruction: Requirements for returning or destroying confidential information and personal data

11. Term and Termination: Duration of obligations and termination provisions

12. Governing Law and Jurisdiction: German law governance and jurisdiction specifications