German companies may also include confidentiality clauses in their employees` employment contracts. In addition, it may be necessary to train staff in the appropriate use of trade secrets. In addition, companies should check whether they are adequately protected from so-called „self-engineering,“ which should be expressly prohibited by contractual agreements with their employees and business partners. In the absence of a contractual agreement, „engineering reversal“ (i.e. monitoring, studying, dismantling or controlling a product or object) is now expressly permitted (within the framework of the Unfair Competition Act and with respect for protected intellectual property). The recommended confidentiality measures depend on the particular circumstances of the case, such as the value of a certain trade secret, its importance to business activity and the usual confidentiality measures in the cases concerned. In any event, the explanatory statement of the German Trade Secrets Act specifies that contractual provisions relating to the protection of secrecy as well as physical restrictions of access may be appropriate. Consideration should be given to the following: in order to put in place an effective confidentiality clause, which encompasses all these aspects while avoiding unduly restricting the interests of the worker, it is necessary to carry out a thorough assessment on a case-by-case basis and professional legal support. Confidentiality or confidentiality agreements are usually signed by members of the board of directors of German companies. Confidentiality agreements are generally necessary to protect important business information that only directors and business leaders have access to.
Confidentiality agreements may also include post-contractual clauses that protect the company`s interests after the conclusion of the cooperation. Companies should use available contractual means to protect secrecy. First, these are contracts with workers: explicit confidentiality clauses may become more important than before. It may also be a good place to expressly prohibit employees from using information that is owned by their former employer. In addition, post-contract non-competition clauses may be considered, particularly in contracts with selected key workers, because clauses must be formulated on a case-by-case basis and because post-contract withholding costs to the employer. For these reasons, it is advisable to agree on a proper and explicit post-contract confidentiality clause with a worker who can obtain important business secrets from the company during employment in order to increase the employer`s post-contract protection (see also the next section). First, before starting negotiations, partners should identify their respective confidential information and sign an NDA before any discussion of the proposed project. The final agreement of R D should also include confidentiality obligations, including a definition of „confidential information“ that complies with the NDA and broad enough to cover all previously identified confidential information. It is important that any definition of confidential information be linked to a specific objective, namely: