Mutual non-disclosure agreement (Germany)
Published byDocMuse
This document is in German
The PDF you download is in German — that is the language it has to be filed in, so it is not translated. Everything on this page is here to tell you what it says.
A mutual NDA under German law for two businesses or freelancers who exchange confidential information before working together: the purpose, what is and is not confidential, sharing only with staff and advisers, an express ban on reverse engineering the samples and prototypes handed over (§ 3(1) no. 2 of the German Trade Secrets Act, GeschGehG), return and deletion, duration, and a contractual penalty of your choice — set at the injured party's reasonable discretion subject to the court, a fixed sum, or none. Signing it also counts as a reasonable secrecy measure under the Act. In German.
What you fill in
The details the document asks for.
- First party
- First party's address
- First party's register court and number (if registered)
- First party's representative
- Second party
- Second party's address
- Second party's register court and number (if registered)
- Second party's representative
- Purpose
- Scope of confidentiality
- Confidentiality period after talks end
- Contractual penalty: which option
- Penalty
- City
- Date
Preview
This document is produced for you. Your answers are typed into it and the finished PDF is yours to keep.
Common questions
- Why does a business in Germany need an NDA when the GeschGehG already protects trade secrets?
- The German Trade Secrets Act protects information only if its holder has taken reasonable secrecy measures (§ 2 no. 1 GeschGehG). A written non-disclosure agreement is one such measure, and proves it in a dispute. It also covers information that is not a trade secret, sets out return and duration, and allows a contractual penalty.
- Why does the German NDA expressly exclude reverse engineering?
- Under § 3(1) no. 2 GeschGehG, anyone who lawfully possesses a product may observe, study, dismantle and test it, and use the trade secrets found that way — unless they are contractually bound not to. Without an express clause, the other party could take apart the samples and prototypes it receives. This agreement excludes that for everything handed over under it.
- Which contractual penalty holds up in an NDA under German law?
- A contract one party puts forward in pre-drafted form is reviewed as standard terms even between businesses (§ 307 BGB). A fixed penalty that is obviously out of proportion to the breach is then void altogether, not reduced (Federal Court of Justice, I ZR 77/12). A penalty set at the injured party's reasonable discretion, which a court can review, is safer. A merchant cannot have a forfeited penalty reduced under § 343 BGB (§ 348 HGB). The agreement offers both options, or no penalty.
- Does a German NDA have to be signed in a particular form?
- No. German law prescribes no form for a confidentiality agreement between businesses; it also binds if the parties agree it by e-mail. If both sign on paper, or exchange signed scans, it is easier to prove later what was agreed and that reasonable secrecy measures were in place. A qualified electronic signature is not needed.
- Can a German NDA forbid reporting the other party's wrongdoing?
- No. Agreements that restrict the rights of whistleblowers under the German Whistleblower Protection Act are void (§ 39 HinSchG), and § 5 GeschGehG allows a trade secret to be disclosed, for example, to expose unlawful conduct. The agreement expressly leaves such disclosures untouched, so that its confidentiality duty is not open to challenge for going too far.
How you can sign this document
- Print it and sign by hand. The signature lines in the document are left blank on purpose — sign on them in ink.
- Sign it yourself with a qualified electronic signature. If you already hold a QES — Evrotrust, B-Trust, StampIT, ZealiD or any qualified provider on the EU Trusted List, on a card, a USB token, in a mobile app or in the cloud — our signing guide explains step by step how to sign this exact file without invalidating it. Step-by-step help, and a way to check it worked
DocMuse sells documents, not legal advice. Acceptance always depends on the recipient's rules and your local law.
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