NDA-En

 

 

 

Confidentiality Agreement (NDA)
for Cooperation in Cosmetic Contract Manufacturing

 

 

BioCosmetics Germany
P7 2–3, 68161 Mannheim, Germany

And

(Company / Name / Address Client) ______________________________

 

 

• 1 Purpose of the Agreement

This agreement governs the protection of confidential information in the context of discussions, negotiations, and projects, particularly for the development, manufacturing, and marketing of cosmetic products (Private Label / White Label).

• 2 Confidential Information

Confidential information includes all non-public information, in particular formulations, product compositions, development data, manufacturing processes, raw material sources, suppliers, pricing, calculations, customer and distribution information, as well as business strategies.

• 3 Obligations of the Receiving Party

All confidential information must be treated as strictly confidential and used exclusively for the purpose of the project. Employees and partners must be bound accordingly.

• 4 Disclosure to Third Parties

Disclosure is only permitted if necessary for the execution of the project and if the third party has been bound in writing to confidentiality.

• 5 Exceptions

Information shall not be considered confidential if it is publicly known, was already known prior to disclosure, or has been lawfully obtained from third parties.

• 6 Existing Know-how

All formulations, developments, manufacturing processes and proprietary know-how existing prior to the cooperation remain the exclusive property of BioCosmetics Germany, even if similar products arise within the project.

• 7 Client’s Submitted Materials

If the client provides its own concepts, formulations, ideas, or documents, these remain the property of the client.
The client confirms that it is entitled to use such materials and that no third-party rights are infringed.
BioCosmetics Germany undertakes not to disclose such client-specific materials to third parties without authorization.
No verification of existing intellectual property rights or exclusivities will be carried out.
If submitted materials fully or partially correspond to existing formulations, standard recipes, or know-how of BioCosmetics Germany, this shall not give rise to any claim of ownership, exclusivity, or disclosure.

• 8 Existing Know-how, Similar Developments and Exclusivity

The parties acknowledge that BioCosmetics Germany possesses extensive proprietary know-how developed over many years. This includes, in particular, existing formulations, base formulations, manufacturing processes, raw material expertise, quality processes, packaging experience, calculation models, and internal development data (“Background Know-how”).

This Background Know-how remains the exclusive property of BioCosmetics Germany and is not transferred to the client under this agreement.

In the field of cosmetic products, similar or comparable formulations may arise due to similar raw materials, regulatory requirements, market standards, and technical necessities. BioCosmetics Germany is therefore entitled to develop, manufacture, and offer its own similar or independently developed products for itself or for other clients, provided that no specific confidential information of the client is used or disclosed.

Exclusivity in favor of the client shall only apply if expressly agreed in writing. Such exclusivity must clearly define at least the product, formulation, territory, duration, minimum order quantities, and compensation.

Without such written exclusivity agreement, the client shall have no claims for injunction, restriction of similar developments, disclosure of internal formulations, supplier information, or manufacturing processes.

• 9 Contractual Penalty and Damages

In the event of a breach of this agreement, a contractual penalty of no less than EUR 25,000 may be imposed. Further claims for damages remain unaffected.

• 10 Duration

The obligation of confidentiality begins upon signing this agreement and remains valid for a period of five (5) years after termination of the cooperation.

Business secrets, in particular formulations, manufacturing processes, and know-how of BioCosmetics Germany, shall remain protected beyond this period as long as they are not publicly known.

• 11 Return of Documents

All confidential documents must be returned or deleted upon request.

  

• 12 Final Provisions

This agreement shall be governed by German law. Place of jurisdiction is Mannheim. Amendments to this agreement shall also be valid if made in digital form.

 

Place, Date: ______________________________

 

 

BioCosmetics Germany: ______________________________

 

 

Client: ______________________________