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1. Parties: Identification of the contracting parties, including legal names, addresses, and registration details
2. Background: Context of the agreement, relationship between parties, and purpose of sharing trade secrets
3. Definitions: Detailed definitions of trade secrets, confidential information, permitted uses, authorized persons, and other key terms
4. Scope of Protected Information: Specific description of the trade secrets and confidential information covered by the agreement
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of trade secrets
6. Security Measures: Required technical and organizational measures for protecting trade secrets
7. Permitted Disclosures: Circumstances under which trade secrets may be disclosed and procedures for such disclosure
8. Return or Destruction of Information: Obligations regarding the handling of trade secrets upon termination or request
9. Term and Termination: Duration of the agreement and conditions for termination
10. Breach and Remedies: Consequences of breach, including penalties and injunctive relief
11. Governing Law and Jurisdiction: Specification of German law application and jurisdiction for disputes
12. General Provisions: Standard clauses including severability, amendments, and entire agreement
1. Non-Competition: Restrictions on competitive activities, used when parties are or may become competitors
2. Employee Obligations: Specific provisions for employee handling of trade secrets, used when agreement covers employee access
3. Third Party Disclosure: Procedures for sharing with third parties like contractors or advisors, used when third party access is anticipated
4. International Transfer: Provisions for cross-border transfer of trade secrets, used for international relationships
5. Development Rights: Provisions regarding improvements or developments based on trade secrets, used for R&D relationships
6. Audit Rights: Rights to audit compliance with security measures, used for high-risk or highly sensitive information
7. Insurance: Requirements for insurance coverage, used for high-value trade secrets
8. Data Protection: GDPR compliance provisions, used when trade secrets include personal data
1. Schedule 1 - Protected Information: Detailed list and description of specific trade secrets and confidential information
2. Schedule 2 - Security Protocols: Detailed technical and organizational security measures required
3. Schedule 3 - Authorized Personnel: List of persons authorized to access trade secrets and their access levels
4. Schedule 4 - Handling Procedures: Specific procedures for handling, storing, and transmitting trade secrets
5. Schedule 5 - Incident Response Plan: Procedures for responding to potential or actual breaches
6. Appendix A - Acknowledgment Form: Form for authorized persons to acknowledge confidentiality obligations
7. Appendix B - Exit Procedures: Procedures for termination of access to trade secrets
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