This One Way NDA is essential for businesses and individuals operating under Irish jurisdiction who need to share sensitive information while maintaining legal control over its use and disclosure. The document is particularly relevant when entering into preliminary business discussions, exploring potential partnerships, or engaging service providers where confidential information needs to be shared unilaterally. It incorporates key requirements from Irish law and EU regulations, including the Protection of Trade Secrets Regulations 2018 and GDPR compliance where applicable. The agreement is structured to provide robust protection for the disclosing party while setting clear, enforceable obligations for the receiving party, making it suitable for various commercial contexts from business negotiations to service provider engagements.
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1. Parties: Identifies the Disclosing Party and Receiving Party with full legal names and addresses
2. Background: Explains the context and purpose of the NDA, including the nature of the business relationship
3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Disclosure of Confidential Information: Describes the scope and manner of confidential information disclosure
5. Obligations of Confidentiality: Details the receiving party's obligations to maintain confidentiality
6. Permitted Disclosures: Specifies circumstances under which confidential information may be shared with representatives or as required by law
7. Protection and Security: Outlines security measures required to protect confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon agreement termination
9. Duration and Survival: Specifies the term of the agreement and which obligations survive termination
10. Remedies: Sets out remedies for breach, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Data Protection: Required when confidential information includes personal data subject to GDPR
2. Intellectual Property Rights: Clarifies that the agreement doesn't transfer any IP rights
3. Non-Solicitation: Prevents receiving party from soliciting employees or clients
4. Export Control: Required when confidential information may be subject to export control regulations
5. Force Majeure: Addresses circumstances preventing compliance with obligations
6. Assignment: Controls ability to assign rights and obligations under the agreement
7. Insurance: Required when specific insurance coverage is needed for handling confidential information
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information
3. Schedule 3 - Security Measures: Specific security protocols and measures required
4. Schedule 4 - Approved Purpose: Detailed description of the permitted use of confidential information
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Biotechnology
Real Estate
Retail
Energy
Telecommunications
Research and Development
Pharmaceuticals
Entertainment
Education
Construction
Relevant Teams
Legal
Compliance
Business Development
Research and Development
Human Resources
Procurement
Executive Leadership
Operations
Finance
Information Technology
Corporate Development
Innovation
Strategic Planning
Risk Management
Investment
Relevant Roles
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Business Development Manager
Project Manager
Research Director
Investment Manager
Procurement Manager
Human Resources Director
Chief Technology Officer
Operations Manager
Strategic Partnership Manager
Innovation Director
Chief Financial Officer
Compliance Officer
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