Confidentiality Clause in Germany

Legislation on confidentiality clauses in Germany

As the largest economy in Europe, Germany has a strong legislation in order to ensure trade secrets are protected. Trade secrets and business secrets are protected by several legal frameworks in Germany and companies are also allowed to include confidentiality clauses in their agreements, or even draft confidentiality agreements. The German Federal Constitutional Court allows the inclusion of confidentiality clauses for the protection of trade and business secrets if:

• - they refer to a particular company,
• - they are known by a limited number of individuals,
• - the company has a legitimate interest to protect that information.

Among the laws permitting the enabling of confidentiality clauses are:

• - the Act against Unfair Competition,
• - the German Civil Code,
• - the Criminal Code,
• - the Fiscal Code,
• - the Federal Freedom of Information Act.

German companies may also include confidentiality clauses in the employment contracts of their workers.

Confidentiality clauses in German employment contracts

Even if the German Employment Law does not specify the inclusion of confidentiality clauses in work contracts, employers are allowed to include such clauses based on the provisions of the Civil Code. German employers usually include confidentiality clauses or have their employees signing non-disclosure agreements in order to protect their business secrets and to prevent conflicts following the termination of employment. German IT companies are usually the ones drafting non-disclosure agreements in order to protect their software and computer programs from being used by the employees leaving the company. However, the creation of software and other computer programs also falls under the regulations of the German Intellectual Property Law.

Confidentiality agreements in Germany

Non-disclosure or confidentiality agreements are usually signed by German companies’ board of directors members. Confidentiality agreements are usually necessary in order to protect important business information only directors and managers of companies have access to. Confidentiality agreements may also include post-contractual clauses that will protect the company’s interests after the collaboration is concluded.

For complete information about singing confidentiality agreements with companies you may contact our law firm in Germany.