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This Non Disclosure Non Compete Agreement is designed for use in business relationships where protection of confidential information and prevention of competitive activities are crucial under German law. It is particularly relevant for employment relationships, business partnerships, and corporate transactions where sensitive information is shared and competitive restrictions are necessary. The document ensures compliance with German legal requirements, including the mandatory compensation for non-compete obligations, maximum duration restrictions, and geographical limitations. It addresses both the protection of trade secrets under the German Trade Secrets Act and the constitutional right to freedom of occupation, providing a balanced approach that courts are likely to enforce.

1. Parties: Identification of the contracting parties, including full legal names and addresses

2. Background: Context of the agreement, nature of the business relationship, and purpose of the confidentiality and non-compete obligations

3. Definitions: Clear definitions of confidential information, trade secrets, competing activities, territory, and other key terms

4. Confidentiality Obligations: Detailed provisions regarding the protection, use, and non-disclosure of confidential information

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and authorized recipients

6. Non-Compete Obligations: Scope, duration, and geographical limitations of the non-compete restrictions, in compliance with German law

7. Compensation for Non-Compete: Mandatory compensation details for non-compete obligations (minimum 50% of last received contractual benefits)

8. Return of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination

9. Term and Termination: Duration of the agreement and circumstances for termination

10. Remedies and Penalties: Legal consequences of breach, including potential liquidated damages (Vertragsstrafe)

11. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction for disputes