As Europe`s largest economy, Germany has strict legislation to guarantee the protection of trade secrets. In Germany, trade and business secrets are protected by several regulatory frameworks and companies may also include confidentiality clauses in their contracts or even develop confidentiality agreements. The Federal Constitutional Court authorizes the inclusion of confidentiality clauses for the protection of trade and trade secrets if: these contracts form the basis of successful research and development projects, it is strongly advised to regularly re-evaluate and update existing type and research and development agreements, especially since each research and development project is unique and requires an individual definition of the relevant know-how. Holders of trade secrets should also comply with German jurisprudence and, like The German courts, German courts must apply the requirements of the Trade Secrets Directive. Second, workers or third parties should only have access to the information they need for their work (a “knowledge base”). If partners have access to confidential information, the agreement should contain provisions on what they and their employees can do with the know-how and what safeguards should be taken. Particular attention is needed when university professors (or other academics) participate in the project, since, under German law, academics generally have the right to use their knowledge in the course of further research and to publish their results. The agreement should include, if necessary, the ability to disclose confidential information to subsidiaries. In order to resolve this dilemma and comfort all parties, i.e.
potential buyers and shareholders of the company.dem as well as the management of the target company itself, the first document to be signed is usually a confidentiality agreement (NDA). In addition, trade secrets must be protected in contracts with third parties such as customers, suppliers, licensees or research and development partners. Confidentiality agreements (NOAs) will often involve penalties because it may be difficult to determine a certain amount of harm suffered by the unlawful disclosure of a trade secret and because the sanction may have an additional deterrent effect. In light of the new reverse engineering rules, an explicit ban on self-engineering may also be included in trade agreements. Finally, the partners should agree on the duration of the agreement. In particular, partners should be cautious at each retroactive deadline, as there is a high probability that such a clause is illegal under German law.