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Full Disclosure Contract

Full Disclosure Contract Template for Germany

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Key Requirements PROMPT example:

Full Disclosure Contract

"I need a Full Disclosure Contract under German law for a software company acquisition, where the target company needs to disclose all technical documentation, source code, and intellectual property by March 2025, with special attention to GDPR compliance and software licensing agreements."

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Document background
The Full Disclosure Contract is a critical legal instrument used in German business transactions where comprehensive information sharing is essential. It is particularly relevant in scenarios such as due diligence processes, strategic partnerships, regulatory compliance, or significant business transactions. The document ensures all relevant information is shared in accordance with German legal requirements, including the Bürgerliches Gesetzbuch (BGB) and Handelsgesetzbuch (HGB), while also complying with EU regulations such as GDPR. This type of contract is designed to protect both the disclosing and receiving parties by clearly defining the scope of disclosure, establishing verification mechanisms, and setting out remedies for non-compliance. The Full Disclosure Contract is especially important in regulated industries or in transactions where complete transparency is crucial for decision-making.
Suggested Sections

1. Parties: Identification of all parties to the contract, including legal form and registration details as required under German law

2. Background: Context of the disclosure relationship and purpose of the agreement

3. Definitions: Comprehensive definitions of terms used throughout the agreement, including 'Confidential Information', 'Disclosed Information', and 'Authorized Recipients'

4. Scope of Disclosure: Detailed description of information to be disclosed, including format, timing, and method of disclosure

5. Disclosure Obligations: Specific obligations regarding completeness, accuracy, and timeliness of disclosures

6. Verification Process: Procedures for verifying the completeness and accuracy of disclosed information

7. Use of Information: Permitted and prohibited uses of disclosed information

8. Confidentiality Obligations: Requirements for maintaining confidentiality of disclosed information

9. Data Protection: GDPR compliance and data protection measures

10. Duration and Updates: Term of disclosure obligations and requirements for updating information

11. Warranties and Representations: Warranties regarding accuracy and completeness of disclosed information

12. Remedies and Liability: Consequences of breach and limitation of liability provisions

13. Governing Law and Jurisdiction: Specification of German law application and jurisdiction

Optional Sections

1. Third Party Rights: Required when disclosed information involves third party rights or when third parties may need access to information

2. Industry-Specific Requirements: Include when disclosure relates to regulated industries with specific disclosure requirements

3. International Transfer: Required when information will be transferred outside the EU/EEA

4. Audit Rights: Optional provision for verification of compliance through external audits

5. Insurance Requirements: Include when specific insurance coverage is required for information handling

6. Force Majeure: Optional clause addressing circumstances preventing disclosure

7. Exit Provisions: Include for long-term disclosure arrangements requiring specific termination procedures

Suggested Schedules

1. Schedule 1: Categories of Information: Detailed list of all information categories to be disclosed

2. Schedule 2: Disclosure Timeline: Specific timeline and deadlines for various disclosure obligations

3. Schedule 3: Technical Requirements: Technical specifications for format and transmission of information

4. Schedule 4: Security Protocols: Detailed security measures and protocols for handling disclosed information

5. Schedule 5: Authorized Recipients: List of individuals or entities authorized to receive disclosed information

6. Appendix A: Disclosure Forms: Standard forms and templates for information disclosure

7. Appendix B: Verification Checklist: Checklist for verifying completeness of disclosed information

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













































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Relevant Industries

Financial Services

Manufacturing

Technology

Healthcare

Real Estate

Energy

Telecommunications

Professional Services

Retail

Automotive

Pharmaceuticals

Insurance

Banking

Construction

Environmental Services

Relevant Teams

Legal

Compliance

Finance

Executive Leadership

Risk Management

Corporate Governance

Information Security

Regulatory Affairs

Mergers & Acquisitions

Due Diligence

Data Protection

Corporate Strategy

Business Development

Relevant Roles

Legal Counsel

Compliance Officer

Chief Financial Officer

Chief Executive Officer

Data Protection Officer

Risk Manager

Corporate Secretary

Business Development Director

Mergers & Acquisitions Manager

Due Diligence Specialist

Information Security Manager

Corporate Governance Officer

Regulatory Affairs Director

Chief Operating Officer

General Counsel

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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