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The Data Room Confidentiality Agreement is a crucial document in German corporate transactions, particularly during mergers, acquisitions, and due diligence processes. It is designed to protect sensitive business information, trade secrets, and personal data shared in physical or virtual data rooms while ensuring compliance with German legal requirements, including the German Civil Code (BGB), Trade Secrets Act (GeschGehG), and GDPR. The agreement becomes necessary whenever confidential business information needs to be shared with potential investors, buyers, or their advisors in a controlled environment. It typically contains detailed provisions on access rights, security measures, permitted uses, and consequences of breach, reflecting the stringent data protection and confidentiality requirements under German law.

1. Parties: Identification of the disclosing party (data room provider) and receiving party (data room user), including full legal names and addresses

2. Background: Context of the data room setup, purpose of disclosure (e.g., M&A transaction, due diligence), and basis for confidentiality requirements

3. Definitions: Key terms including 'Confidential Information', 'Authorized Users', 'Data Room', 'Project', 'Affiliated Companies', and 'Representatives'

4. Purpose and Scope: Specific permitted purpose for accessing the data room and scope of information access

5. Confidentiality Obligations: Core obligations regarding non-disclosure, protection of confidential information, and permitted uses

6. Access and Security Requirements: Rules for data room access, user authentication, and security measures to be observed

7. Permitted Disclosures: Circumstances under which confidential information may be shared with authorized representatives and requirements for such sharing

8. Information Handling: Requirements for handling, copying, downloading, and storing confidential information

9. Return or Destruction of Information: Obligations regarding the return or destruction of confidential information upon request or termination

10. Duration and Survival: Term of the agreement and survival of obligations post-termination

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

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