This Internal Confidentiality Agreement is essential for organizations operating in Ireland that need to protect their confidential information, trade secrets, and intellectual property from unauthorized disclosure or use by internal parties. The agreement is designed to comply with Irish law, including the Data Protection Act 2018, EU GDPR requirements, and the European Union (Protection of Trade Secrets) Regulations 2018. It should be used when onboarding new employees, contractors, or temporary staff, or when existing staff members require access to sensitive information. The agreement covers definitions of confidential information, handling procedures, security requirements, and obligations for protection and non-disclosure. It's particularly important for roles involving access to sensitive business information, technical data, customer information, or proprietary technology.
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1. Parties: Identification of the company and the employee/internal party bound by the agreement
2. Background: Context of the agreement and the relationship between the parties
3. Definitions: Definition of confidential information, excluded information, and other key terms
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the context of its disclosure
5. Confidentiality Obligations: Core obligations regarding non-disclosure, non-use, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and business needs
7. Information Security: Specific requirements for handling and protecting confidential information
8. Duration and Survival: Term of the agreement and provisions that survive termination
9. Return of Confidential Information: Requirements for returning or destroying confidential information
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions regarding IP ownership and rights, used when confidential information includes IP-sensitive material
2. Data Protection Compliance: Specific GDPR and data protection obligations, included when confidential information includes personal data
3. Internal Reporting Procedures: Procedures for reporting breaches or concerns, used in larger organizations with formal reporting structures
4. Third Party Disclosure: Provisions for handling disclosure to contractors or consultants, included when relevant to role
5. Exit Procedures: Detailed procedures for handling confidential information upon termination, used for senior positions or high-risk roles
1. Schedule 1 - Categories of Confidential Information: Detailed list of specific types of confidential information covered
2. Schedule 2 - Approved Security Measures: Specific technical and organizational measures required for protecting confidential information
3. Schedule 3 - Authorized Recipients: List of positions or departments authorized to receive specific categories of confidential information
4. Appendix A - Information Handling Procedures: Detailed procedures for day-to-day handling of confidential information
5. Appendix B - Confidentiality Breach Reporting Form: Standard form for reporting potential breaches of confidentiality
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