NDA / non-disclosure agreement
- following "Client" -
Office: Grindelberg 15a
- following "Contractor" -
- together in the following "Contractors" -
1. Subject of the contract
1.1. In the course of the processing, an NEURONprocessing Ideation to be commissioned. The contractor shall be the be the contractual partner. Within this framework, the contractual partners shall exchange online information about the NEURONprocessing Platform off. The contracting parties will intensify this exchange of information in the future.
1.2. This The purpose of this non-disclosure agreement is to prevent the further exchange of information the confidentiality obligations of the contracting parties during the initiation phase. during the initiation phase. The initiation phase ends with the order confirmation, at the latest with the immediate start of the execution of the activity by the contractor. contractor.
2. Confidential Information
2.1. Confidential information within the meaning of For the purposes of this Confidentiality Agreement, Confidential Information is all information which
2.1.1. by one of the contracting parties or expressly designated as confidential in text form by one or both of the contracting parties. in text form
2.1.2. information protected according to §§ 17 and 18 UWG protected information, in particular know-how
2.1.3. are protected by industrial or other property rights, e.g. design material for software within the meaning of sec. 69a (1) UrhG
2.1.4. are subject to a legal or contractual contractual obligation of secrecy or are of a similar nature with regard to the need for protection in terms of the need for protection, e.g. banking secrecy, data protection or professional duty of confidentiality for lawyers, tax consultants or auditors or auditors
2.1.5. where the secrecy interest of the disclosing secrecy interest of the disclosing party arises from the nature of the information is given.
The concept of "information" in the aforementioned sense includes both the data itself and the data carriers containing the data. data carriers.
2.2. The term "confidential information" does not include Confidential information does not include information that
2.2.1. public are known
2.2.2. after after a written declaration by the disclosing contracting party to waive the protection may be published
2.2.3. the the receiving party by means other than through the disclosing party and no other than by the disclosing contractual partner and no obligation of secrecy was obligation of secrecy was violated.
The contractual partner who invokes one of the aforementioned exceptions of the aforementioned exceptions must prove their existence in case of doubt.
3. Permitted Permitted activities and unauthorised operations
3.1. The contracting parties are to use the information in the manner that is expedient and customary for the and customary for the performance of the cooperation.
3.2. Information received may only be be made available only to those employees who are involved in the cooperation, and collaboration, and only to the extent that it is appropriate to the employee's the employee's job responsibilities within the scope of the collaboration.
3.3. External consultants may be provided with information external consultants may be provided with information, insofar as these professional confidentiality obligation, this may be necessary and expedient for the cooperation necessary and expedient for the cooperation.
3.4. Information may be disclosed to third parties third parties if the disclosing party has given its prior written consent to this. agreed to this in writing. If the third party is an affiliated company of the receiving contractual partner company within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act) and its involvement is necessary and expedient for the project, the other contracting party may not refuse its consent without good cause.
3.5. Any statutory or official of the contracting parties based on official orders shall remain unaffected by this. remain unaffected by this.
3.6. No contracting party may use or apply for or create any proprietary rights in the confidential information of the other contracting party use, exploit or apply for or create such rights, unless otherwise expressly expressly agreed in writing.
3.7. Neither party may make the offer to employees of the other party make the offer to employees of the other contracting partyto use it during the the duration of this agreement or within a period of three calendar years thereafter (non-solicitation clause). (non-solicitation clause). The non-solicitation clause also obliges affiliated of the one contracting party and also protects affiliated companies of the other contracting third party in the sense of a contract for the benefit of third parties. of the other contracting party with regard to their employees. The contractual partners are liable for the actions of their respective affiliated companies. A such employment contract shall be deemed equivalent to other offers and agreements and agreements on the basis of which the employee's work no longer benefits the hitherto the contracting party hiring the employee to date, but in whole or in part to the other contracting party.
4.1. The contractual partners shall protect and confidential information with the necessary care, at least with the care with which they protect their own comparable information. protect. Information shall be secured in such a way that misuse and unauthorized unauthorized knowledge are excluded.
4.2. Each contracting party may demand from the other contracting party that a person taking cognizance of the information to maintain confidentiality in accordance with this confidentiality agreement and that this is agreement and that this is proven to the requesting contractual partner in advance. in advance.
4.3. Each contracting party shall inform the transferred contracting party immediately and in writing if it has knowledge or even of an imminent or actual violation of the confidentiality interests of the other party of the confidentiality interests of the other contracting party. This also includes shall also include knowledge or suspicions outside the cooperation in this project. project.
4.4. Each contracting party shall inform the other contracting party without undue delay in the case of subsection 3.5. of of a statutory or official order based duty of disclosure. disclosure obligation.
5. Contractual penalty
5.1. A contractual penalty is not provided for.
5.2. If a contractual penalty is deemed necessary is deemed necessary, this general NDA shall be extended by mutual agreement. extended.
6. Duration of agreement
6.1. This confidentiality agreement shall apply, unless otherwise agreed between the contracting parties, in perpetuity. is agreed between the contracting parties.
6.2. The agreement may be terminated by either party at any time, but at the earliest on a date on which the cooperation date on which the cooperation referred to in no. 1 ends.
6.3. The agreement ends in any case in any case at the end of the third month after the end of the cooperation.
7. Duration of effect
Unless otherwise the obligations arising from this non-disclosure agreement shall continue to apply agreement shall continue to apply beyond the end of the agreement. beyond the end of the agreement.
8. Final provisions
8.2. Place of performance and jurisdiction for all disputes arising from and in connection with this agreement shall be the of the contractor, provided that the customer is a merchant, a legal person under public law of public law or a special fund under public law.
8.3. Should any provision of this agreement is or becomes invalid in whole or in part, or if the agreement is incomplete be incomplete, the content of the remainder of the agreement shall not be shall not be affected. The parties to the agreement undertake to replace the invalid provision by such a provision, which corresponds to the sense and purpose of the and purpose of the ineffective provision in a legally effective manner. economically.