Declaration of intent and confidentiality

Hereinafter, you will find a template for a LoI and a CI which suits our purposes. It can be altered anytime, to meet the requirements of a cooperation or contract.

Declaration of intent and confidentiality

Hereinafter, you will find a template for a LoI and a CI which suits our purposes. It can be altered anytime, to meet the requirements of a cooperation or contract.

To provide you with a professional environment and to treat your projects discreetly, our team and our network is comitted to secrecy.
Projects regarding organizational structures, relevant information & data, new products or research endeavours require first contact and further cooperation to be confidential.

If you are interested in our services, please provide us with both documents. Please note, the following information is provided as template. [ . ] You need to alter the values [ . ] to match your data, information and project description.

Please note, that we only provide statements in German language. If versions of the agreements are needed in English, we will provide them via specialised lawyers. Therefore, we only hand out English agreements in case of interest. Each copy will be an individualised agreement.

Letter of Intent

between

Markus Vogl {Business & Data Science}, represented by Markus Vogl

and

the corporation [your company information], represented by [your information]
- hereafter "Prospective Client" -.

[your company name] plans to realize [your project description] and to hire the Servicer for [the tasks to be provided].

The confidential treatment of the content to be discussed and the information that the contracting parties will make available to each other is of great importance. For this reason, the following is agreed:

The contracting parties undertake to maintain strict confidentiality vis-à-vis third parties as well as the authorities regarding the fact that they are holding talks about the project and the confidential information that you receive from the discovering contracting party or a third party commissioned by it . Unless otherwise agreed (including section 3), the contracting parties are only entitled to disclose confidential information to the extent that they are obliged to do so under applicable legal provisions and ordinances as well as court or official decisions. Before the intended disclosure, the receiving contracting party will inform the revealing contracting party about this.
Confidential information is all information transmitted orally, in writing or electronically in connection with the project that is made available to the receiving contracting party by the discovering contracting party or a third party commissioned by it. Only information that a) is already publicly known or becomes publicly known during our discussions without the receiving contracting party or its affiliated companies, employees or consultants / suppliers being responsible for this is not confidential, b) already before it is made available in lawful possession of the receiving contracting party, which can prove this fact by written documents, c) can be obtained legally and without restriction with regard to the right to publication from a third party or d) verifiably by the receiving contracting party regardless of the confidential information provided by the disclosing Contracting party originate, have been developed. If the receiving contracting party is already aware of confidential information made available by the discovering contracting party or becomes known through third parties, it is obliged to notify the discovering contracting party of this immediately in writing. The receiving contracting party will also notify the revealing contracting party in writing if it receives confidential information from third parties that it has obtained due to a breach of a contractual or statutory confidentiality obligation and which it was aware of.
The receiving contracting party further undertakes to use the information made available to it exclusively for the assessment and possible implementation of a cooperation. The receiving contracting party will only make the information available within your own company to those persons who are involved in the review process and who are legally and / or contractually obliged to maintain confidentiality. If the interested party wants to submit an offer / a cost estimate for [your project] and / or want to work together with the service provider on the further development of any ideas, she will only pass on confidential information outside her own company to the extent and only to such consultants and suppliers as is absolutely necessary for this purpose, always provided that these consultants and suppliers are contractually obliged beforehand to treat the confidential information as confidential in accordance with this agreement or another comparable agreement. Unless otherwise agreed, the receiving contracting party and its employees, consultants and suppliers will not use the information provided to you for other purposes, in particular not for competitive purposes, nor will it pass it on to third parties or make it public.
The respective revealing contracting party grants the respective receiving contracting party within the framework of this agreement no rights to the disclosed confidential information and - to the extent permitted by law - assumes no liability or warranty for this. If inventions arise during the term of this agreement in the context of a possible cooperation that could lead to property rights, the contracting parties will jointly make a decision on their registration or non-registration.
The interested party is not liable for its consultants and suppliers, provided that it has committed them to confidentiality prior to the disclosure of confidential information in accordance with this agreement or a similar separate written agreement. Overall, the liability from this agreement - as far as legally permissible - is limited for both contracting parties to an amount of EUR 1,000,000.
If the discussions between the contracting parties are unsuccessful, the receiving contracting party undertakes to return all confidential information made available and any copies made of it and to destroy the records or documents created on the basis of the confidential information upon written request to the revealing contracting party. As far as possible with reasonable effort, all electronic records are to be deleted permanently or permanently. The obligation of the receiving contracting party to treat the information provided to it confidentially remains in effect even in the event of the unsuccessful termination of the discussions and is not affected by the return or destruction of the confidential information.
This confidentiality agreement is valid for a period of 5 years from the date of signature by both contracting parties, if signed on different days, from the date of signature by the last contracting party. The confidentiality obligations continue to exist for a further 5 years after the end of the term of this agreement.
All changes to this confidentiality agreement, including this written form clause, require the written consent of the contracting parties. The non-exercise or the delayed or partial exercise of rights is not to be regarded as a waiver of rights. The ineffectiveness or unenforceability of one of the provisions of this confidentiality agreement shall not affect the effectiveness and enforceability of other provisions of this confidentiality agreement. Rather, these remain effective without restriction. The ineffective or unenforceable provision is deemed to be replaced by the effective or enforceable provision that comes closest to the common goal of the contracting parties when the replaced provision is agreed. The same applies to any contractual gaps.
This confidentiality agreement is subject to the law of the Federal Republic of Germany. Wiesbaden is the non-exclusive place of jurisdiction.

confidentiality agreement

between

Markus Vogl {Business & Data Science}, represented by Markus Vogl
- hereafter "Servicer"-

and

the corporation [your company information], represented by [your information]
- hereafter "Prospective Client" -.

[your company name] plans to realize [your project description] and to hire the Servicer for [the tasks to be provided].

The contracting parties undertake to maintain strict confidentiality vis-à-vis third parties as well as the authorities regarding the fact that they are holding talks about the project and the confidential information that you receive from the discovering contracting party or a third party commissioned by it . Unless otherwise agreed (including section 3), the contracting parties are only entitled to disclose confidential information to the extent that they are obliged to do so under applicable legal provisions and ordinances as well as court or official decisions. Before the intended disclosure, the receiving contracting party will inform the revealing contracting party about this.
Confidential information is all information transmitted orally, in writing or electronically in connection with the project that is made available to the receiving contracting party by the discovering contracting party or a third party commissioned by it. Only information that a) is already publicly known or becomes publicly known during our discussions without the receiving contracting party or its affiliated companies, employees or consultants / suppliers being responsible for this is not confidential, b) already before it is made available in lawful possession of the receiving contracting party, which can prove this fact by written documents, c) can be obtained legally and without restriction with regard to the right to publication from a third party or d) verifiably by the receiving contracting party regardless of the confidential information provided by the disclosing Contracting party originate, have been developed. If the receiving contracting party is already aware of confidential information made available by the discovering contracting party or becomes known through third parties, it is obliged to notify the discovering contracting party of this immediately in writing. The receiving contracting party will also notify the revealing contracting party in writing if it receives confidential information from third parties that it has obtained due to a breach of a contractual or statutory confidentiality obligation and which it was aware of.
The receiving contracting party further undertakes to use the information made available to it exclusively for the assessment and possible implementation of a cooperation. The receiving contracting party will only make the information available within your own company to those persons who are involved in the review process and who are legally and / or contractually obliged to maintain confidentiality. If the interested party wants to submit an offer / a cost estimate for [your project] and / or want to work together with the service provider on the further development of any ideas, she will only pass on confidential information outside her own company to the extent and only to such consultants and suppliers as is absolutely necessary for this purpose, always provided that these consultants and suppliers are contractually obliged beforehand to treat the confidential information as confidential in accordance with this agreement or another comparable agreement. Unless otherwise agreed, the receiving contracting party and its employees, consultants and suppliers will not use the information provided to you for other purposes, in particular not for competitive purposes, nor will it pass it on to third parties or make it public.
The respective revealing contracting party grants the respective receiving contracting party within the framework of this agreement no rights to the disclosed confidential information and - to the extent permitted by law - assumes no liability or warranty for this. If inventions arise during the term of this agreement in the context of a possible cooperation that could lead to property rights, the contracting parties will jointly make a decision on their registration or non-registration.
The interested party is not liable for its consultants and suppliers, provided that it has committed them to confidentiality prior to the disclosure of confidential information in accordance with this agreement or a similar separate written agreement. Overall, the liability from this agreement - as far as legally permissible - is limited for both contracting parties to an amount of EUR 1,000,000.
If the discussions between the contracting parties are unsuccessful, the receiving contracting party undertakes to return all confidential information made available and any copies made of it and to destroy the records or documents created on the basis of the confidential information upon written request to the revealing contracting party. As far as possible with reasonable effort, all electronic records are to be deleted permanently or permanently. The obligation of the receiving contracting party to treat the information provided to it confidentially remains in effect even in the event of the unsuccessful termination of the discussions and is not affected by the return or destruction of the confidential information.
This confidentiality agreement is valid for a period of 5 years from the date of signature by both contracting parties, if signed on different days, from the date of signature by the last contracting party. The confidentiality obligations continue to exist for a further 5 years after the end of the term of this agreement.
All changes to this confidentiality agreement, including this written form clause, require the written consent of the contracting parties. The non-exercise or the delayed or partial exercise of rights is not to be regarded as a waiver of rights. The ineffectiveness or unenforceability of one of the provisions of this confidentiality agreement shall not affect the effectiveness and enforceability of other provisions of this confidentiality agreement. Rather, these remain effective without restriction. The ineffective or unenforceable provision is deemed to be replaced by the effective or enforceable provision that comes closest to the common goal of the contracting parties when the replaced provision is agreed. The same applies to any contractual gaps.
This confidentiality agreement is subject to the law of the Federal Republic of Germany. Wiesbaden is the non-exclusive place of jurisdiction.

Letter of Intent

between

Markus Vogl {Business & Data Science}, represented by Markus Vogl

and

the corporation [your company information], represented by [your information]
- hereafter "Prospective Client" -.

[your company name] plans to realize [your project description] and to hire the Servicer for [the tasks to be provided].

The contracting parties undertake to maintain strict confidentiality vis-à-vis third parties as well as the authorities regarding the fact that they are holding talks about the project and the confidential information that you receive from the discovering contracting party or a third party commissioned by it . Unless otherwise agreed (including section 3), the contracting parties are only entitled to disclose confidential information to the extent that they are obliged to do so under applicable legal provisions and ordinances as well as court or official decisions. Before the intended disclosure, the receiving contracting party will inform the revealing contracting party about this.
Confidential information is all information transmitted orally, in writing or electronically in connection with the project that is made available to the receiving contracting party by the discovering contracting party or a third party commissioned by it. Only information that a) is already publicly known or becomes publicly known during our discussions without the receiving contracting party or its affiliated companies, employees or consultants / suppliers being responsible for this is not confidential, b) already before it is made available in lawful possession of the receiving contracting party, which can prove this fact by written documents, c) can be obtained legally and without restriction with regard to the right to publication from a third party or d) verifiably by the receiving contracting party regardless of the confidential information provided by the disclosing Contracting party originate, have been developed. If the receiving contracting party is already aware of confidential information made available by the discovering contracting party or becomes known through third parties, it is obliged to notify the discovering contracting party of this immediately in writing. The receiving contracting party will also notify the revealing contracting party in writing if it receives confidential information from third parties that it has obtained due to a breach of a contractual or statutory confidentiality obligation and which it was aware of.
The receiving contracting party further undertakes to use the information made available to it exclusively for the assessment and possible implementation of a cooperation. The receiving contracting party will only make the information available within your own company to those persons who are involved in the review process and who are legally and / or contractually obliged to maintain confidentiality. If the interested party wants to submit an offer / a cost estimate for [your project] and / or want to work together with the service provider on the further development of any ideas, she will only pass on confidential information outside her own company to the extent and only to such consultants and suppliers as is absolutely necessary for this purpose, always provided that these consultants and suppliers are contractually obliged beforehand to treat the confidential information as confidential in accordance with this agreement or another comparable agreement. Unless otherwise agreed, the receiving contracting party and its employees, consultants and suppliers will not use the information provided to you for other purposes, in particular not for competitive purposes, nor will it pass it on to third parties or make it public.
The respective revealing contracting party grants the respective receiving contracting party within the framework of this agreement no rights to the disclosed confidential information and - to the extent permitted by law - assumes no liability or warranty for this. If inventions arise during the term of this agreement in the context of a possible cooperation that could lead to property rights, the contracting parties will jointly make a decision on their registration or non-registration.
The interested party is not liable for its consultants and suppliers, provided that it has committed them to confidentiality prior to the disclosure of confidential information in accordance with this agreement or a similar separate written agreement. Overall, the liability from this agreement - as far as legally permissible - is limited for both contracting parties to an amount of EUR 1,000,000.
If the discussions between the contracting parties are unsuccessful, the receiving contracting party undertakes to return all confidential information made available and any copies made of it and to destroy the records or documents created on the basis of the confidential information upon written request to the revealing contracting party. As far as possible with reasonable effort, all electronic records are to be deleted permanently or permanently. The obligation of the receiving contracting party to treat the information provided to it confidentially remains in effect even in the event of the unsuccessful termination of the discussions and is not affected by the return or destruction of the confidential information.
This confidentiality agreement is valid for a period of 5 years from the date of signature by both contracting parties, if signed on different days, from the date of signature by the last contracting party. The confidentiality obligations continue to exist for a further 5 years after the end of the term of this agreement.
All changes to this confidentiality agreement, including this written form clause, require the written consent of the contracting parties. The non-exercise or the delayed or partial exercise of rights is not to be regarded as a waiver of rights. The ineffectiveness or unenforceability of one of the provisions of this confidentiality agreement shall not affect the effectiveness and enforceability of other provisions of this confidentiality agreement. Rather, these remain effective without restriction. The ineffective or unenforceable provision is deemed to be replaced by the effective or enforceable provision that comes closest to the common goal of the contracting parties when the replaced provision is agreed. The same applies to any contractual gaps.
This confidentiality agreement is subject to the law of the Federal Republic of Germany. Wiesbaden is the non-exclusive place of jurisdiction.

confidentiality agreement

between

Markus Vogl {Business & Data Science}, represented by Markus Vogl
- hereafter "Servicer"-

and

the corporation [your company information], represented by [your information]
- hereafter "Prospective Client" -.

[your company name] plans to realize [your project description] and to hire the Servicer for [the tasks to be provided].

The contracting parties undertake to maintain strict confidentiality vis-à-vis third parties as well as the authorities regarding the fact that they are holding talks about the project and the confidential information that you receive from the discovering contracting party or a third party commissioned by it . Unless otherwise agreed (including section 3), the contracting parties are only entitled to disclose confidential information to the extent that they are obliged to do so under applicable legal provisions and ordinances as well as court or official decisions. Before the intended disclosure, the receiving contracting party will inform the revealing contracting party about this.
Confidential information is all information transmitted orally, in writing or electronically in connection with the project that is made available to the receiving contracting party by the discovering contracting party or a third party commissioned by it. Only information that a) is already publicly known or becomes publicly known during our discussions without the receiving contracting party or its affiliated companies, employees or consultants / suppliers being responsible for this is not confidential, b) already before it is made available in lawful possession of the receiving contracting party, which can prove this fact by written documents, c) can be obtained legally and without restriction with regard to the right to publication from a third party or d) verifiably by the receiving contracting party regardless of the confidential information provided by the disclosing Contracting party originate, have been developed. If the receiving contracting party is already aware of confidential information made available by the discovering contracting party or becomes known through third parties, it is obliged to notify the discovering contracting party of this immediately in writing. The receiving contracting party will also notify the revealing contracting party in writing if it receives confidential information from third parties that it has obtained due to a breach of a contractual or statutory confidentiality obligation and which it was aware of.
The receiving contracting party further undertakes to use the information made available to it exclusively for the assessment and possible implementation of a cooperation. The receiving contracting party will only make the information available within your own company to those persons who are involved in the review process and who are legally and / or contractually obliged to maintain confidentiality. If the interested party wants to submit an offer / a cost estimate for [your project] and / or want to work together with the service provider on the further development of any ideas, she will only pass on confidential information outside her own company to the extent and only to such consultants and suppliers as is absolutely necessary for this purpose, always provided that these consultants and suppliers are contractually obliged beforehand to treat the confidential information as confidential in accordance with this agreement or another comparable agreement. Unless otherwise agreed, the receiving contracting party and its employees, consultants and suppliers will not use the information provided to you for other purposes, in particular not for competitive purposes, nor will it pass it on to third parties or make it public.
The respective revealing contracting party grants the respective receiving contracting party within the framework of this agreement no rights to the disclosed confidential information and - to the extent permitted by law - assumes no liability or warranty for this. If inventions arise during the term of this agreement in the context of a possible cooperation that could lead to property rights, the contracting parties will jointly make a decision on their registration or non-registration.
The interested party is not liable for its consultants and suppliers, provided that it has committed them to confidentiality prior to the disclosure of confidential information in accordance with this agreement or a similar separate written agreement. Overall, the liability from this agreement - as far as legally permissible - is limited for both contracting parties to an amount of EUR 1,000,000.
If the discussions between the contracting parties are unsuccessful, the receiving contracting party undertakes to return all confidential information made available and any copies made of it and to destroy the records or documents created on the basis of the confidential information upon written request to the revealing contracting party. As far as possible with reasonable effort, all electronic records are to be deleted permanently or permanently. The obligation of the receiving contracting party to treat the information provided to it confidentially remains in effect even in the event of the unsuccessful termination of the discussions and is not affected by the return or destruction of the confidential information.
This confidentiality agreement is valid for a period of 5 years from the date of signature by both contracting parties, if signed on different days, from the date of signature by the last contracting party. The confidentiality obligations continue to exist for a further 5 years after the end of the term of this agreement.
All changes to this confidentiality agreement, including this written form clause, require the written consent of the contracting parties. The non-exercise or the delayed or partial exercise of rights is not to be regarded as a waiver of rights. The ineffectiveness or unenforceability of one of the provisions of this confidentiality agreement shall not affect the effectiveness and enforceability of other provisions of this confidentiality agreement. Rather, these remain effective without restriction. The ineffective or unenforceable provision is deemed to be replaced by the effective or enforceable provision that comes closest to the common goal of the contracting parties when the replaced provision is agreed. The same applies to any contractual gaps.
This confidentiality agreement is subject to the law of the Federal Republic of Germany. Wiesbaden is the non-exclusive place of jurisdiction.

between

Markus Vogl {Business & Data Science}, represented by Markus Vogl
- hereafter "Servicer"-

and

the corporation [your company information], represented by [your information]
- hereafter "Prospective Client" -.

Die [Ihr Unternehmen] plant [Ihre Projekt- & Auftragsbeschreibung] und den Dienstleister mit [Beschreibung der von Ihnen erwarteten Tätigkeiten] zu beauftragen und von dessen Know-How zu profitieren.

1 Gegenstand der Geheimhaltungsverpflichtung

Gegenstand der Geheimhaltungsverpflichtung sind sämtliche Unterlagen, Zeichnungen, Daten, Gegenstände usw. (nachfolgend als „Informationen“ bezeichnet), die vom Dienstleister an den Interessenten übergeben werden und einen Vertraulichkeitsvermerk besitzen. Vertrauliche Gespräche über das Know-how werden protokolliert und von den Gesprächspartnern abgezeichnet.

2 Geheimhaltungsverpflichtung, Nutzungsbeschränkung

Der Interessent verpflichtet sich, alle offenbarten vertraulichen Informationen geheim zu halten. Dieser wird sämtliche erforderlichen Vorkehrungen treffen, damit Unbefugte keine Einsicht in die Unterlagen nehmen können.

Der Interessent wird Einsicht in die Informationen nur solchen Mitarbeitern gestatten, die arbeitsrechtlich zur Geheimhaltung verpflichtet sind.

Der Interessent ist verpflichtet, die erhaltenen Informationen nicht für eigene oder fremde Zwecke zu verwerten oder zu benutzen, insbesondere keine Schutzrechtsanmeldungen vorzunehmen oder vornehmen zu lassen. Hiervon unberührt bleiben abweichende Regelungen im Falle des Abschlusses eines Lizenzvertrages.

Die Geheimhaltungsverpflichtung und die Nutzungsbeschränkung hinsichtlich der mitgeteilten Informationen entfallen, soweit diese

– dem Lizenznehmer bereits vor der Mitteilung nachweislich bekannt waren oder

– der Öffentlichkeit bekannt sind oder

– ohne Verstoß gegen diesen Vertrag allgemein bekannt werden oder

– dem Lizenznehmer rechtmäßig von einem Dritten offenbart werden.

Im Falle eines Verstoßes gegen die Verpflichtungen aus diesem Vertrag trägt der Interessent die Beweislast für das Vorliegen dieser Tatbestände.

Bei der Kenntnisnahme von vorhanden Informationen die unter Punkt 4 fallen, sind diese Unterlagen dem Dienstleister innerhalt 7 Tagen schriftlich mitzuteilen.

3 Unterlagen

Dem Interessenten werden vorhandene Unterlagen in ein-/zweifacher Ausfertigung übergeben. Bei mündlichen Gesprächen wobei Skizzen entstehen werden diese ins Protokoll als Kopie für alle Gesprächspartner hinzugefügt. Dem Interessenten ist nicht gestattet, hiervon weitere Kopien zu erstellen oder herstellen zu lassen oder die Unterlagen in sonstiger Form zu speichern oder speichern zu lassen.

Für den Fall, dass es nicht zum Abschluss eines Lizenzvertrages kommt, oder zur sonstiger Zusammenarbeit, ist der Interessent verpflichtet, die Unterlagen umgehend, spätestens von 14 Tagen nach Scheitern der Verhandlungen an den Lizenzgeber zurückzugeben.

4 Nichtangriffsverpflichtung

Der Interessent ist verpflichtet, das Schutzrecht der ausstehenden Patentanmeldung weder selbst anzugreifen noch durch Dritte angreifen zu lassen oder diese hierbei zu unterstützen.

5 Vertragsstrafe

Für jeden Fall der Zuwiderhandlung gegen eine der gemäß diesem Vertrag übernommenen Verpflichtungen zahlt der Interessent dem Dienstleister eine Vertragsstrafe in Höhe von 1.000.000 Euro. Die Geltendmachung eines weitergehenden Schadens sowie von Unterlassungsansprüchen durch den Dienstleister bleibt unberührt.

6 Anwendbares Recht, Erfüllungsort. Gerichtsstand

Auf vorliegenden Vertrag findet deutsches Recht Anwendung.
Erfüllungsort ist Wiesbaden sofern der Projektstandort nicht anders vereinbart wurde.
Für Streitigkeiten aus diesem Vertrag ist Gerichtsstand Wiesbaden,

7 Sonstiges

Mündliche Nebenabreden sind nicht getroffen. Änderungen, Ergänzungen und Zusätze dieses Vertrages haben nur Gültigkeit, wenn sie zwischen den Parteien schriftlich vereinbart werden. Das Erfordernis der Schriftform kann nur durch eine schriftliche Vereinbarung aller Vertragsparteien aufgehoben werden.
Sollte eine Bestimmung dieses Vertrages unwirksam sein oder werden, so berührt dies die Wirksamkeit des Vertrages im Übrigen nicht. Die Parteien sind verpflichtet, die unwirksame Bestimmung durch eine wirksame Regelung zu ersetzen, die dem wirtschaftlichen Zweck der unwirksamen Bestimmung am nächsten kommt. Entsprechendes gilt im Falle einer Vertragslücke.