Muster: Non-Disclosure Agreement (Englisch)

Englische Fassung einer gegenseitigen Geheimhaltungsvereinbarung für Gespräche mit internationalen Partnern. Die Erläuterungen zur deutschen Geheimhaltungsvereinbarung gelten entsprechend. Die frühere Seite enthielt kein Muster mehr; diese Fassung ist neu erstellt.

Template

Mutual Non-Disclosure Agreement between [name, address] and [name, address] (each a “Party”).

1. Purpose

The Parties intend to discuss [purpose, e.g. a possible cooperation regarding …] (the “Purpose”) and may disclose Confidential Information to each other for that Purpose.

2. Confidential Information

“Confidential Information” means all technical and business information disclosed by one Party (the “Discloser”) to the other (the “Recipient”) in connection with the Purpose, in whatever form, including drawings, samples, data, processes, software, invention disclosures and information on existing or planned patent applications. Oral information is covered if identified as confidential at the time of disclosure or if its confidential nature is apparent.

3. Obligations

3.1 The Recipient shall keep Confidential Information secret, apply at least reasonable protective measures and use it solely for the Purpose. 3.2 The Recipient may disclose Confidential Information only to its employees and advisers who need to know it for the Purpose and who are bound by equivalent confidentiality obligations or professional secrecy. The Recipient is liable for any breach by them. 3.3 The Recipient shall not reverse engineer, disassemble or analyse samples, prototypes or software received, unless expressly permitted for the Purpose. 3.4 The Recipient shall not file any application for intellectual property rights based on the Discloser’s Confidential Information. Any such application shall be assigned to the Discloser upon request.

4. Exceptions

These obligations do not apply to information which the Recipient can demonstrate (a) was public at the time of disclosure or later becomes public through no fault of the Recipient, (b) was lawfully known to it before disclosure, (c) was lawfully received from a third party without confidentiality obligations, (d) was independently developed, or (e) must be disclosed by law or by order of a court or authority, in which case the Recipient shall, where legally permitted, inform the Discloser in advance and limit disclosure to what is required.

5. No licence, no warranty

No rights in Confidential Information or in any intellectual property are granted under this Agreement. Neither Party is obliged to enter into any further agreement. Confidential Information is provided “as is”.

6. Return

On request, and at the latest when discussions end, the Recipient shall return or destroy all Confidential Information and confirm this in writing, except for copies that must be retained by law or in automatic back-up systems, which remain confidential.

7. Term

This Agreement enters into force on signature. The obligations apply for [five] years from the last disclosure and, for trade secrets within the meaning of the German Trade Secrets Act (GeschGehG), for as long as they remain secret.

8. Remedies

In case of a culpable breach of Sections 3 or 6, the breaching Party shall pay a contractual penalty to be determined by the other Party at its reasonable discretion and subject to review by the competent court. Claims for injunctive relief and damages remain unaffected; the penalty shall be credited against damages.

9. Governing law and jurisdiction

This Agreement is governed by the laws of the Federal Republic of Germany. Place of jurisdiction is [Hannover], to the extent legally permissible. [Alternative: arbitration under the DIS Rules, seat [city], language English; interim relief before state courts remains available.]

10. Miscellaneous

Amendments require text form. Should any provision be invalid, the remainder of this Agreement remains valid.

[Place, date, signatures]