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Confidentiality Agreement Indemnity

Confidentiality Agreement Indemnity Template for Ireland

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Key Requirements PROMPT example:

Confidentiality Agreement Indemnity

I need a Confidentiality Agreement Indemnity under Irish law for a technology company sharing proprietary software code with a third-party development contractor, with specific emphasis on protecting our intellectual property and including robust indemnification provisions for any unauthorized disclosure.

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Document background
This Confidentiality Agreement Indemnity is designed for use in situations where parties need to share sensitive business information while ensuring robust protection through both confidentiality obligations and specific indemnification provisions. The document is particularly relevant when the disclosing party requires additional security through indemnification against potential losses arising from unauthorized disclosure or misuse of confidential information. Governed by Irish law and compliant with EU GDPR requirements, this agreement is commonly used in commercial transactions, business negotiations, joint ventures, and service provider relationships where significant confidential information needs to be shared. The indemnification provisions provide specific remedies beyond standard confidentiality obligations, making it suitable for high-value or highly sensitive information exchanges.
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including registered addresses and company details

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

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

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

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed and to whom

6. Indemnification: Specific indemnity provisions, including scope of indemnity and procedures for claiming

7. Data Protection Compliance: GDPR and Data Protection Act 2018 compliance requirements

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Term and Survival: Duration of the agreement and provisions that survive termination

10. Governing Law and Jurisdiction: Confirmation of Irish law as governing law and jurisdiction for disputes

Optional Sections

1. Third Party Rights: Include when third parties may need to enforce rights under the agreement

2. Intellectual Property Rights: Include when confidential information includes IP that needs specific protection

3. Security Measures: Include when specific security protocols or standards must be followed

4. Insurance Requirements: Include when specific insurance coverage is required to support the indemnity

5. Industry-Specific Compliance: Include when relevant to specific regulated industries (e.g., financial services, healthcare)

6. International Transfer Provisions: Include when confidential information may be transferred outside the EEA

Suggested Schedules

1. Schedule 1 - Confidential Information: Detailed description of the confidential information covered by the agreement

2. Schedule 2 - Authorized Recipients: List of authorized representatives and recipients of the confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed

4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for authorized recipients to sign

5. Appendix B - Data Processing Requirements: Specific data protection and processing requirements under GDPR

Authors

Alex Denne

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Confidential Information
Indemnified Parties
Indemnifying Party
Permitted Purpose
Representatives
Affiliated Companies
Authorized Recipients
Business Day
Claim
Losses
Damages
Data Protection Laws
Disclosing Party
Receiving Party
Effective Date
Group
Personal Data
Processing
Security Requirements
Term
Third Party Recipients
Trade Secrets
Unauthorized Disclosure
Working Hours
Written Notice
Confidentiality Undertaking
Indemnification Notice
Permitted Disclosures
Security Breach
Survival Period
Relevant Industries

Technology

Financial Services

Healthcare

Pharmaceuticals

Manufacturing

Professional Services

Research and Development

Telecommunications

Energy

Real Estate

Education

Media and Entertainment

Biotechnology

Retail

Construction

Relevant Teams

Legal

Compliance

Information Security

Risk Management

Commercial

Business Development

Operations

Human Resources

Finance

Corporate Governance

Data Protection

Procurement

Research & Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Compliance Officer

Data Protection Officer

Chief Information Security Officer

Commercial Director

Business Development Manager

Project Manager

Contract Manager

Risk Manager

Information Security Manager

Chief Financial Officer

Operations Director

HR Director

Company Secretary

Industries
EU General Data Protection Regulation (GDPR) as implemented in Ireland: Regulates the processing of personal data and imposes obligations regarding confidentiality of personal information
European Union (Protection of Trade Secrets) Regulations 2018: Implements EU Trade Secrets Directive in Ireland, providing protection for confidential business information and trade secrets
Irish Contract Law (Common Law): Governs the formation and enforcement of contracts, including confidentiality agreements and indemnity provisions
Data Protection Act 2018: Irish legislation implementing GDPR and providing additional national data protection requirements
Freedom of Information Act 2014: Relevant when dealing with public bodies and the intersection of confidentiality obligations with public disclosure requirements
Employment Equality Acts 1998-2015: Relevant for confidentiality obligations in employment relationships and preventing discrimination
Protected Disclosures Act 2014: Whistleblowing legislation that may impact confidentiality obligations and their enforcement
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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