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Vendor Confidentiality Agreement

Vendor Confidentiality Agreement Template for Ireland

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Key Requirements PROMPT example:

Vendor Confidentiality Agreement

"I need a Vendor Confidentiality Agreement for use with our new software development contractors based in Dublin, with specific provisions for source code protection and cloud security requirements, as we'll be sharing our proprietary technology starting January 2025."

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Document background
This Vendor Confidentiality Agreement is essential when businesses need to share sensitive information with vendors, suppliers, or service providers in Ireland. The document is designed to protect proprietary information, trade secrets, and confidential data while ensuring compliance with Irish law and EU regulations. It should be used before engaging in detailed business discussions or commencing vendor relationships where confidential information will be shared. The agreement covers definition of confidential information, permitted uses, security measures, return or destruction requirements, and breach remedies. It incorporates requirements from Irish contract law, data protection legislation (including GDPR), and trade secrets regulations, making it suitable for both domestic Irish operations and international business relationships where Irish law governs.
Suggested Sections

1. Parties: Identification of the disclosing party and receiving party with full legal names and addresses

2. Background: Context of the relationship and purpose of sharing confidential information

3. Definitions: Definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'

4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and permitted uses of confidential information

5. Security Measures: Required security standards and protocols for protecting confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or required by law

7. Return or Destruction: Obligations regarding the return or destruction of confidential information upon termination or request

8. Term and Survival: Duration of the agreement and which provisions survive termination

9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

10. General Provisions: Standard boilerplate including governing law, jurisdiction, entire agreement, and amendments

Optional Sections

1. Data Protection: Required when confidential information includes personal data under GDPR

2. International Transfers: Required when confidential information will be transferred outside Ireland/EEA

3. Industry-Specific Requirements: Required for regulated industries with specific confidentiality requirements

4. Intellectual Property: Required when confidential information includes IP rights or when IP might be created during the relationship

5. Competing Products: Required when there's a need to restrict development of competing products based on confidential information

6. Residual Knowledge: Optional clause addressing use of retained knowledge after agreement ends

7. Force Majeure: Optional clause for circumstances preventing performance of obligations

Suggested Schedules

1. Schedule 1 - Categories of Confidential Information: Detailed list of types of confidential information covered

2. Schedule 2 - Security Requirements: Specific security protocols and standards to be followed

3. Schedule 3 - Authorized Representatives: List of authorized personnel who may access confidential information

4. Schedule 4 - Data Processing Requirements: GDPR-specific requirements if personal data is involved

5. Schedule 5 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions


























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Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Retail

Telecommunications

Construction

Energy

Pharmaceuticals

Education

Media and Entertainment

Logistics

Consulting

Research and Development

Relevant Teams

Legal

Procurement

Vendor Management

Information Security

Compliance

Risk Management

Operations

Supply Chain

Information Technology

Data Protection

Commercial

Business Development

Relevant Roles

Chief Procurement Officer

Procurement Manager

Vendor Relations Manager

Legal Counsel

Contracts Manager

Chief Legal Officer

Supply Chain Manager

Operations Director

Chief Technology Officer

Information Security Officer

Data Protection Officer

Risk Manager

Compliance Officer

Commercial Director

Business Development Manager

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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