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Confidential Agreement

between

contractor or client

and

IDIO Daten Import Export GmbH, Gottschedstr. 6, 13357 Berlin

hereinafter each also referred to as "Party" and collectively as "Parties"

Preamble

By concluding this Confidentiality Agreement, the Parties intend to ensure the confidential handling of data, documents, and other information exchanged in connection with the project.

With this in mind, the Parties agree as follows:

§ 1 Obligation of Confidentiality

(1) The Parties hereby agree to:

(a) treat the Confidential Information strictly confidential and not disclose it to third parties (as defined in para. 2);

(b) maintain and implement appropriate and up-to-date electronic security measures to protect the Confidential Information; and

(c) use the Confidential Information solely for the purpose of evaluating the project and conducting negotiations within the framework of the project; in particular, the parties will not use the Confidential Information to gain a business advantage in competition with the other participating party of this agreement, an affiliated company or third parties.

(2) "Third parties" within the meaning of this Agreement are all persons and companies who are not named or identified as the “Party” or “Parties” in this agreement.

(3) The Parties will inform those entitled to obtain information who obtain Confidential Information about the confidential nature and obligate them to maintain confidentiality and comply with this Agreement when using the Confidential Information. Furthermore, the Parties will ensure that only secure information transmission and communication channels are used when disclosing Confidential Information to those entitled to obtain information.

(4) Each Party will promptly notify the other Party in writing if it becomes aware that Confidential Information has been obtained by unauthorized persons or circumstances exist that indicate this is likely to happen.

§ 2 Exception

The obligation of confidentiality does not apply to the extent that the relevant Confidential Information is publicly known at the time of its provision for reasons other than a breach of this Agreement.

§ 3 Return and Destruction of Confidential Information

(1) Upon written request of either Party, the other Party will promptly return or destroy, at the requesting Party's choice, all physical and/or electronic reproductions and copies of Confidential Information, including materials created by the interested party that contain or allow conclusions to be drawn about Confidential Information (regardless of the medium on which they are embodied), and promptly confirm in writing the complete return or destruction.

(2) If the project involves or includes legally binding cooperation on a contractual basis, this § 3 shall apply accordingly from the end of this contract.

(3) Applicable legal retention obligations shall only contradict this if they are mandatory. A right of retention (regardless of the legal basis) is excluded.

(1) In the event of an actual or threatened breach of this Agreement by a Party, the other Party shall be entitled to preliminary legal protection and the issuance of an injunction against such breach in addition to any other rights or remedies to which it is legally entitled.

(2) For each case of attributable violation of the provisions of this Agreement, the company may demand payment of an appropriate contractual penalty from the interested party, which the injured party may determine at its reasonable discretion and which will be reviewed by the competent court in case of dispute. Further claims for damages remain unaffected. A paid contractual penalty shall be credited against any claims for damages, with the contractual penalty representing the minimum damage.

§ 5 Contract in Favor of Third Parties; Term; Transferability

(1) This Agreement is a contract in favor of third parties within the meaning of § 328 BGB (German Bundesgesetzbuch)

(2) This Agreement comes into effect upon its signature. The obligations under § 1 shall terminate when the last received Confidential Information is no longer confidential without breaching this Agreement or any other legal violation. This also applies if this receipt occurred before this Agreement came into force.

(3) The rights and obligations under this Agreement are not transferable.

§ 6 Final Provisions

(1) This Agreement is governed by German law, excluding German international private law and the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this Agreement is Berlin.

(3) Amendments and supplements to this Agreement, including this § 6 para. 3, require written form unless otherwise specified. Oral collateral agreements do not exist.

(4) Should any provision of this Agreement be wholly or partially invalid or unenforceable, the validity of the remaining provisions of this Agreement shall remain unaffected.

Location/Date, Client Location/Date, Contractor

Signature/Stempel of Client Signature/Stempel of Contractor

Version 1.0 | 17.09.2024 | legal@investigativedata.org