Definitions
Holder: The holder is the natural or legal person who has lawful control over the trade secret.
Recipient: The recipient is the natural or legal person to whom the trade secret is disclosed. The recipient has no control over the trade secret and is not entitled to use or disclose the trade secret contrary to the agreement. The disclosure of the trade secret does not make the recipient the owner as defined above.
Trade secret: Refers to course-related materials, content or personal data.
Disclosure: Refers to the opening of the trade secret to a third party. Disclosure does not mean publicity.
1. confidential information
1.1 The owner is the natural or legal person who has control over the trade secret. Recipient means any natural or legal person to whom the trade secret is disclosed. The
Recipient has no control over the trade secret and is not entitled to use or disclose the trade secret contrary to the agreement. Disclosure means the opening of the trade secret to a third party. Disclosure does not mean publicity.
1.2 Confidential information within the meaning of this Agreement is all information (whether written, electronic, oral, digitally embodied or in any other form) disclosed by the Holder to the Recipient or any entity affiliated with the Recipient within the meaning of §§ 15 et seq. AktG are disclosed for the aforementioned purpose. Confidential information shall be deemed to include in particular:
1.2.1 Trade secrets, products, manufacturing processes, know-how, inventions, business relationships, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data), analogue and digital personal data;
1.2.2 Any documents and information of the holder which are the subject of technical and organisational secrecy measures and which are marked as confidential or are to be regarded as confidential according to the nature of the information or the circumstances of the transmission;
1.2.3 the existence of this Agreement and its contents.
1.3 No Confidential Information is such information,
1.3.1 which were known or generally available to the public prior to the communication or transfer by the holder or which become so at a later date without a breach of any duty of confidentiality;
1.3.2 which were already demonstrably known to the recipient prior to disclosure by the holder and without breach of a duty of confidentiality;
1.3.3 obtained by the recipient without use of or reference to confidential information from the holder itself; or
1.3.4 handed over to the recipient by an authorised third party without breach of a duty of confidentiality, or
be made accessible.
2. confidentiality obligations
The recipient undertakes,
2.1 to keep the confidential information strictly confidential and to use it only in connection with the purpose;
2.2 to disclose the Confidential Information only to such agents as rely on the knowledge of such information for the Purpose, provided that the Recipient ensures that their agents comply with this Agreement as if they were themselves bound by this Agreement;
2.3 to also secure the confidential information against unauthorised access by third parties by means of appropriate confidentiality measures and to comply with the statutory and contractual provisions on data protection when processing the confidential information. This also includes technical security measures adapted to the current state of the art (Art. 32 DSGVO) and the obligation of employees to maintain confidentiality and observe data protection (Art. 28 para. 3 lit. b) DSGVO);
2.4 to the extent that the Recipient is required to disclose any or all of the Confidential Information pursuant to any applicable legal requirement of any court or governmental order or any relevant stock exchange regulation, promptly notify the Holder in writing (to the extent legally possible and practicable) of such requirement and use all reasonable efforts to minimise the extent of such disclosure and, if necessary, provide the Holder with all reasonable assistance in seeking a protective order against the disclosure of all or any part of the Confidential Information.
3. return or deletion of the confidential information*.
3.1 At the request of the Holder, as well as without request at the latest after the purpose described in the preamble has been achieved, the Recipient is obliged to return all Confidential Information, including copies thereof, within
ten (10) working days after receipt of the request or after completion of the project, as the case may be, or to destroy it (including electronically stored confidential information), unless this conflicts with retention obligations agreed with the holder or with statutory retention obligations.
3.2 The destruction of electronically stored confidential information shall be effected by the complete and irrevocable deletion of the files or irretrievable destruction of the data carrier. Complete and irrevocable deletion means, in the case of electronically stored confidential information, that the confidential information is deleted in such a way that any access to this information becomes impossible, whereby special deletion procedures (e.g. by means of "wiping") are to be used which meet the recognised standards (e.g. standards of the Federal Office for Information Security).
3.3 Excluded from this is - in addition to confidential information for which there is a retention obligation within the meaning of section 3.1 - confidential information whose destruction or return is not technically possible, e.g. because it was stored in a backup file due to an automated electronic backup system for securing electronic data; this also includes the technically necessary retention of master data (e.g. personnel or customer numbers) which is necessary in order to establish a link to the archived information.
3.4 At the request of the Holder, the Recipient shall represent in writing that it has completely and irrevocably deleted all Confidential Information in accordance with the provisions of the foregoing paragraphs and the Holder's instructions.
4. ownership rights to the confidential information
4.1 The Holder shall, without prejudice to the rights it has under the GeschGehG, have all rights of ownership, use and exploitation with regard to the Confidential Information. The holder reserves the exclusive right to apply for property rights. The Recipient shall not acquire any ownership or - with the exception of use for the purpose described above - any other rights of use to the Confidential Information (in particular to know-how, patents applied for or granted thereon, copyrights or other industrial property rights) by virtue of this Agreement or otherwise by reason of implied conduct.
4.2 The Recipient shall refrain from exploiting or imitating the Confidential Information itself in any way (in particular by way of so-called "reverse engineering "*) or having it exploited or imitated by third parties and in particular from applying for industrial property rights - in particular trademarks, designs, patents or utility models - in respect of the Confidential Information.
5. contractual penalty
If the Recipient or employees of the Recipient or other persons for whom the Recipient is liable pursuant to Sections 31, 278, 831 of the German Civil Code (BGB) violate the obligations arising from this Agreement, the Parties agree that the Recipient shall pay the Holder a contractual penalty in an appropriate amount irrespective of fault, whereby the Holder shall determine the amount at its reasonable discretion within the meaning of Section 315 of the German Civil Code (BGB) and the appropriateness of the contractual penalty may be reviewed by the competent court in the event of a dispute.* The right to claim further damages is reserved.
6. running time
This Agreement shall enter into force with the consent of the Recipient. The duty of confidentiality shall remain unaffected by the termination of this agreement. It shall also apply if no further agreement is concluded in connection with the purpose.
7 Applicable law and place of jurisdiction
The provisions of this Agreement shall be governed by and construed in accordance with German law, excluding its conflict of law rules.
8. final provisions
8.1 This Agreement constitutes the entire agreement made between the parties and supersedes all prior agreements for the above purpose. There are no verbal collateral agreements. Amendments and supplements to this agreement as well as notices of termination must be in writing, whereby electronic writing is not sufficient. This shall also apply to any amendment or cancellation of this clause.
8.2 Should any provision in this agreement be or become invalid or unenforceable, this shall not affect the validity of the remaining provisions. In this case, the parties undertake to agree on a valid provision that comes as close as possible to the invalid or missing provision in economic terms in a legally permissible manner.
