Concluding confidentiality agreements correctly Designing sales in compliance with the GDPR

Non-disclosure agreements must contain clear regulations and sanctions in order to provide effective protection. Otherwise they are ineffective. We will show you how to secure your current and future business success. License agreements and IT contracts will be discussed in particular.

The effects of the GDPR remain virulent. Measures are also urgently required in sales, e.g. with regard to the integration of commercial agents, authorized dealers and other third parties into your own sales structure. Numerous questions also arise in chain transactions - e.g. when integrating subcontractors who are to deliver directly to the end customer. This is because they also receive personal data - even if it is "only" data on contact persons.

As part of our "Forum Digitalization Law & Industry 4.0" series, we will address these two topics, both of which relate to the proper integration of business partners - once from the perspective of confidentiality agreements in the context of the new Trade Secrets Act and once from the perspective of the GDPR.

Concluding confidentiality agreements correctly and the new Trade Secrets Act

Non-disclosure agreements must contain clear regulations and sanctions in order to effectively protect the company's confidential information. Otherwise they are ineffective. In the age of the Trade Secrets Act, confidential information must now - unlike in the past - be actively protected. The new law, which came into force on 26.04.2019, requires "appropriate confidentiality measures" - without which there is no legal protection for confidential information.

To ensure that confidential information continues to be effectively protected in the future, the requirements of the Trade Secrets Act must be implemented in addition to important "classic requirements". The focus here is on the question of what is meant by the "appropriate confidentiality measures" requirements specified by the law. To what extent does this relate to legal, factual and technical measures?

The special features of IT license agreements and software contracts will be discussed as a special case.

One thing is clear: the most important legal measure is the correct drafting of confidentiality agreements. This involves avoiding "classic pitfalls" in non-disclosure agreements as well as taking into account the new requirements of the German Trade Secrets Act.

GDPR-compliant design of the sales organization

You only have B2B customers and therefore don't have to comply with the GDPR? Unfortunately, this is not the case. Even in the case of B2B relationships, personal data is usually processed with the consequence that the GDPR must be fully observed.

According to the GDPR, any involvement of a third party requires a basis under data protection law and the provision of information under data protection law if personal data is involved. Third parties can - unfortunately - already be your sales representatives and your authorized dealers as well as other persons that you use to market and sell your products and services. A personal reference that triggers the consequences of the GDPR also exists very quickly. It is usually sufficient to process the name of a contact person at your B2B customers. In the B2C sector, the personal reference is always present. What measures need to be taken and how can they be implemented in practice?

In the event, we will address the above topics and present practical, legal solutions relating to the topics of "non-disclosure agreements" and "GDPR-compliant sales".

An excerpt from the topics

• Conclusion of non-disclosure agreements as an obligation?

  • Requirements of the Trade Secrets Act

  • Difference between statutory and contractual level of protection

  • "Appropriate confidentiality measures" within the meaning of Section 2 of the Trade Secrets Act

• Drafting confidentiality agreements correctly

  • Classic pitfalls

  • Structure and most important provisions

  • What to do in the event of a breach?

• New Trade Secrets Act and IT contracts

  • Adaptation of license agreements

  • Adaptation of other IT distribution agreements

  • Special features of the Trade Secrets Act for software law

• DSGVO-compliant distribution

  • Involvement of commercial agents

  • Integration of authorized dealers

  • Involvement of subcontractors

  • Structuring of chain transactions

  • Involvement of other sales intermediaries and marketing service providers

  • GDPR and marketing measures (overview)

A small snack will be provided.