Muster einer Geheimhaltungsvereinbarung in englisch
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- hereinafter „CCC“ -
- hereinafter „DISTRIBUTOR“-
Whereas CCC is engaged in the business of development, manufacturing, marketing, saling and distributing of trolley, children cars and combinded children vehicles for use in a number of indusries.
Whereas CCC and DISTRIBUTOR desire to enter into a mutually benificial business relationship pertaining to the sale of CCC-Products and/or services.
Whereas CCC owns trade secrets and know-how, which will remain in the ownership of CCC as well as CCC’s exclusive rights will remain in though ownership of CCC.
Whereas DISTRIBUTOR desires to become a DISTRIBUTOR for CCC-Products.
Whereas, the parties have agreed that before secret know-how is made available, a non-disclosure agreement has to be entered into.
NOW, THEREFORE, the parties agree as follows:
1. „Affilated companies“ means companies as defined in section 15 et subsec. of the German Code on cher companies (AktG), which are existance or will exist as affilated companis.
2. „Know-how“ means the secret know-how of CCC and any related know-how of CCC, regardless of the means of fixation, in connection with the development, production, distribution or marketing of CCC-Products, including future products and including trade secrets of CCC.
Access to know-how
1. CCC is the owner of the know-how to which DISTRIBUTOR desires to obtain access. DISTRIBUTOR declares that at the time of entering into this agreement it does not have any knowledge, secret or otherwise, on the technology of CCC, but wants to obtain such knowledge form CCC.
2. To enable DISTRIBUTOR to evaluate the CCC-Products before entering into a distributor agreement with CCC, CCC shall make available the know-how to DISTRIBUTOR.
3. CCC shall also make available any further know-how which might be developed by CCC relating to the CCC-Products untill a distributor agreement is entered into or untill the parties have declared their negotiation to have ended.
4. To have DISTRIBUTOR exceed to the know-how, CCC shall at the premises of CCC make available to DISTRIBUTOR all documentation relating to the know-how. Furthermore, CCC shall have such employees of CCC available to DISTRIBUTOR which are knowledgable on the know-how. DISTRIBUTOR shall not be entitled to make any copies of the documentation nor shall DISTRIBUTOR be entitled to request any additional documentation to be prepared for its evaluation.
1. DISTRIBUTOR shall keep all know-how of CCC confidential and shall provide the necessary means to prevent unauthorized disclosure of the know-how.
2. DISTRIBUTOR shall allow access to the know-how only to those employees who have signed a secrecy obligation in the form as that forth in annex 1 to this agreement before they gain access to the know-how. The originals of such signed secrecy obligations shall be forwarded to CCC. For the purpose of this agreement, the term „DISTRIBUTOR“ does also include any and all employees of DISTRIBUTOR gaining access to the know-how.
3. Subject to the secrecy obligation is the know-how, including that not limited to, all documents, material, drawings, data, articles etc. which already have been or will be provided to DISTRIBUTOR or of which DISTRIBUTOR gains knowledge of otherwise. Verbal explanations by the employees of CCC in regard of the know-how are also included in the secrecy obligation. This secrecy obligation also extends to any further know-how which may be developed by CCC according to article 2 paragraph 3.
4. Notwithstanding DISTRIBUTOR’S evaluation of the know-how, DISTRIBUTOR shall not use the know-how for its own or third parties’ purposes and shall not file for any intellectual right protection for the know-how, or parts of it.
5. For each single case of violation of this secrecy obligation, DISTRIBUTOR shall pay a penalty of DM 10.000,00 which shall not be accounted to any damages suffered by CCC as result of such violation.
6. The secrecy obligation does not apply to any know-how which at the time of access by DISTRIBUTOR is already in the possession of DISTRIBUTOR, is developed by DISTRIBUTOR indepentently of such access, is disclosed to DISTRIBUTOR by a third party wihout breach of any secrecy obligation of such third party, or is part of the public domain at the time of access. DISTRIBUTOR has the burden of proof that any of such exception apply.
1. To the extend necessary for evaluating the know-how the affilated companies may gain access to the know-how under the terms and conditions of this agreement, which apply mutatis muntanis.
2. The secrecy oblitations set forth in this agreement does also apply to the affilated companies of DISTRIBUTOR. DISTRIBUTOR will impose the secrecy obligation to any affilated company that will come in contact with the know-how. DISTRIBUTOR warrants that the affilated companies of DISTRIBUTOR will fulfill the terms and conditions of this agreement.
3. DISTRIBUTOR’S agrees to hold CCC harmless (as set forth in article 6) from any violation of the secrecy obligation on the side of such affilated companies.
No further rigths
DISTRIBUTOR acknowledges that nothing contained in this agreement is intended or shall be construed to convey to DISTRIBUTOR any rights or license under the know-how or any intellectual property rights of CCC.
DISTRIBUTOR shall hold CCC harmless from any damages, costs or expenses incurred (including court costs and reasonable attorneys fees) in case of a violation of the secrecy obligation. This obligations is also applicable to any breach of the scerecy agreement by any of the employees of DISTRIBUTOR.
Governing Law and Jurisdiction
1. This agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany.
2. Any dispute arising out of or in connection with this agreement shall be exclusively adjucated by the Landgericht Hannover (Germany)
In case one or more of the provisions contained in this agreement should be or become fully or in part invalid, illegal, or unenforcable in any respect under any applicable law, the validity, legality, and enforcability of the remaining provisions of this agreement shall not in any way be effecetd or impared. Any provision which is fully or in part invalid, illegal or unenforable shall be replaced by a provision which best meets the purpose of the replaced provision; the same applies in case of an omission.
Term of this agreement
1. The parties agree that this agreement is concluded for a term of 6 month.
2. At the expiration of this term this agreement shall be extended for an additional 6 month if not terminated by one of the parties with one week notice to the end of the initial term.
The secrecy obligation imposed on DISTRIBUTOR on this agreement shall survive the expiration or termination of this agreement and shall remain binding as long as the know-how has not become part of the public domain, for which DISTRIBUTOR has the burden of proof.
1. This agreement has been drawn up in the german language. Any english translation is made available for reading purposes only and the german version prevails in case of any discrepancies in the wording.
2. All amendments to this agreement shall be made in writting and shall be signed by the parties. This also applies to an amendment of this form requirement.
(Place, Date) (Place, Date)
(Signature „CCC") (Signature „DISTRIBUTOR“)