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Acquisition Confidentiality Agreement

Acquisition Confidentiality Agreement Template for Germany

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Key Requirements PROMPT example:

Acquisition Confidentiality Agreement

"I need an Acquisition Confidentiality Agreement under German law for a potential acquisition of a Berlin-based AI software company, with strong GDPR compliance provisions and specific protections for source code and algorithmic information, to be effective from March 2025."

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Document background
An Acquisition Confidentiality Agreement is a crucial document required at the early stages of any potential acquisition or merger transaction in Germany. It serves as the foundation for protecting confidential information exchanged during preliminary discussions and due diligence processes. The agreement must comply with German legal requirements, including the German Trade Secrets Act (GeschGehG), the German Civil Code (BGB), and the GDPR. It typically covers detailed provisions about what constitutes confidential information, permitted uses, disclosure to representatives, data protection measures, and consequences of breach. This document is essential before any substantial business information is shared between parties and usually precedes other transaction documents such as term sheets or purchase agreements. Special attention is given to German-specific requirements regarding data protection, employee information, and trade secrets protection.
Suggested Sections

1. Parties: Identification of the disclosing party, receiving party, and their legal representatives

2. Background: Context of the potential transaction and purpose of the agreement

3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Affiliate'

4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and handling of confidential information

5. Permitted Use and Disclosure: Scope of permitted use of confidential information and conditions for sharing with representatives

6. Data Protection and GDPR Compliance: Obligations regarding personal data handling under GDPR and German data protection laws

7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

8. Duration and Survival: Term of the agreement and surviving obligations

9. Breach and Remedies: Consequences of breach, including injunctive relief and liquidated damages

10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Securities Laws Compliance: Required if target is publicly traded, addressing insider trading regulations under WpHG

2. Standstill Provisions: Optional restrictions on acquiring target company shares or assets during negotiations

3. Non-Solicitation: Optional restrictions on soliciting employees or customers

4. Exclusivity: Optional period of exclusive negotiations

5. Anti-Trust Compliance: Required if deal size meets certain thresholds or involves competitors

6. Press Releases and Communications: Optional provisions governing public communications about the potential transaction

7. Cost Allocation: Optional provisions on bearing costs related to confidentiality measures

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed categorization of information deemed confidential

2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information

3. Schedule 3 - Security Measures: Required technical and organizational measures for protecting confidential information

4. Schedule 4 - Data Processing Terms: Detailed GDPR-compliant data processing terms if personal data is involved

5. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



























Clauses


























Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Real Estate

Energy

Retail

Telecommunications

Automotive

Professional Services

Media and Entertainment

Consumer Goods

Industrial

Life Sciences

Relevant Teams

Legal

Mergers & Acquisitions

Corporate Development

Finance

Compliance

Risk Management

Data Protection

Executive Leadership

Corporate Secretariat

Business Development

Investment Banking

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Head of Mergers & Acquisitions

Corporate Development Director

Investment Banking Director

Due Diligence Manager

Data Protection Officer

Legal Counsel

Corporate Secretary

Investment Manager

Business Development Director

Integration Manager

Risk Management Officer

Compliance Officer

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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