Common use of Handling Confidential Information Clause in Contracts

Handling Confidential Information. The parties mutually obligate themselves to keep confi- dential information from the respective other party confi- dential and to protect it against unauthorized access by and notice of third parties by taking suitable measures. The requirements concerning the content and scope of the protective measures are based on the type of infor- mation concerned and, apart from that, on the generally acknowledged protective mechanisms used for compara- ble information. Third parties in the sense of this non-disclosure agree- ment do not include employees of the respective receiving party or employees of affiliated companies (in the sense of Section 15 of the German Companies Act (Aktieng- esetz)) of the respective receiving party if the employees concerned are required to receive the confidential infor- mation due to the organizational structure of the receiving party. However, the prerequisite for this access right is that the employees concerned have been instructed concern- ing the handling of confidential information prior to ac- cess and have been obligated to maintain confidentiality concerning such information in a suitable manner. The receiving party is authorized to make confidential in- formation from the disclosing party available to its tax consultants, auditors, and lawyers to the extent necessary for the respective required consulting and auditing con- tract. If the receiving party is obligated to disclose confidential information to the other party concerned or to issue it to third parties owing to a binding order or decision issued by a court or authority, the receiving party must inform the disclosing party of this obligation without undue ▇▇- ▇▇▇. The obligation to inform already comes into existence as of the point in time when the receiving party gains knowledge of the initiation of corresponding proceedings. Furthermore, during the proceedings concerning the dis- closure or surrender of confidential information. the re- ceiving party must work towards ensuring that the amount of information disclosed due to a court or official decision is limited to the minimum necessary.