This Nondisclosure Agreement template is designed for use under Irish law when parties need to share sensitive or confidential information while ensuring legal protection. It's particularly relevant for business negotiations, potential partnerships, employment relationships, or any situation requiring confidential information exchange. The document incorporates key requirements from Irish legislation, including the Protection of Trade Secrets Regulations 2018, Data Protection Act 2018, and relevant EU regulations such as GDPR. It provides comprehensive protection for various types of confidential information, including trade secrets, proprietary information, technical data, business strategies, and personal data, while ensuring enforceability under Irish jurisdiction.
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1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other key terms
4. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
6. Term and Survival: Duration of the agreement and which obligations survive termination
7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
8. Data Protection Compliance: GDPR and Data Protection Act 2018 compliance provisions
9. No Grant of Rights: Clarification that no intellectual property rights are transferred
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Non-Solicitation: Restrictions on soliciting employees or customers, used when parties are competitors or in sensitive business contexts
2. Reverse Engineering Prohibition: Used when technical information or trade secrets are involved
3. Export Control: Required when confidential information may be subject to export control regulations
4. Privacy and Data Security Requirements: Additional detail on data protection measures, used when sensitive personal data is involved
5. Competitive Activities: Restrictions on competitive activities, used in business transaction contexts
6. Residual Knowledge: Provisions regarding use of non-confidential retained knowledge, used in professional services contexts
7. Force Majeure: Used when long-term confidentiality obligations might be affected by extraordinary events
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information
3. Schedule 3 - Security Measures: Specific technical and organizational measures required for protecting confidential information
4. Schedule 4 - Permitted Purpose: Detailed description of the specific purpose for which confidential information may be used
5. Appendix A - Data Processing Terms: Additional terms for GDPR compliance when personal data is involved
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Research & Development
Biotechnology
Real Estate
Retail
Entertainment
Education
Energy
Telecommunications
Pharmaceuticals
Construction
Relevant Teams
Legal
Human Resources
Executive Leadership
Business Development
Research & Development
Procurement
Operations
Finance
Compliance
Risk Management
Information Technology
Corporate Development
Mergers & Acquisitions
Product Development
Strategic Planning
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Human Resources Director
Business Development Manager
Project Manager
Research Director
Investment Manager
Procurement Manager
Operations Director
Chief Technology Officer
Chief Financial Officer
Compliance Officer
Risk Manager
Department Head
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