The Invention NDA is a crucial document used when inventors or companies need to share sensitive information about new inventions with potential partners, investors, or service providers. It is specifically tailored for use under Irish law and EU regulations, providing stronger protections than standard NDAs by including specific provisions for patent-related information and technical details. This document should be used before disclosing any novel invention that may be eligible for patent protection, particularly during business negotiations, potential partnerships, or when seeking investment. The agreement ensures compliance with Irish intellectual property law, the EU Trade Secrets Directive, and includes necessary safeguards for maintaining patent eligibility while allowing necessary business discussions to proceed.
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1. Parties: Identification of the disclosing party (inventor) and receiving party, including full legal names and addresses
2. Background: Context of the disclosure, nature of the invention, and purpose of sharing the confidential information
3. Definitions: Defines key terms including 'Confidential Information', 'Invention', 'Permitted Purpose', and other relevant terms
4. Scope of Confidential Information: Detailed description of what constitutes confidential information relating to the invention
5. Obligations of Confidentiality: Core confidentiality obligations, including storage, handling, and non-disclosure requirements
6. Permitted Disclosures: Circumstances under which the receiving party may disclose information to employees or professional advisors
7. Protection of the Invention: Specific provisions relating to the protection of the invention, including any patent-related considerations
8. Term and Survival: Duration of the agreement and which obligations survive termination
9. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination
10. No License or Transfer of Rights: Clarification that no intellectual property rights are transferred
11. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes
1. Employee and Contractor Obligations: Used when the receiving party needs to share information with employees or contractors
2. Multiple Inventors: Include when there are multiple inventors sharing rights to the invention
3. Research Institution Provisions: Specific provisions for academic or research institution involvement
4. Commercial Exploitation Restrictions: Additional restrictions on commercial use when relevant
5. Export Control Compliance: Include for inventions that may be subject to export control regulations
6. GDPR Compliance: Include when the invention involves personal data processing
7. Regulatory Compliance: Include for inventions in regulated industries (e.g., medical devices, pharmaceuticals)
8. Non-Compete Provisions: Optional restrictions on competing activities, subject to Irish competition law
1. Schedule 1: Description of the Invention: Detailed technical description of the invention and related confidential information
2. Schedule 2: Authorized Recipients: List of individuals or roles authorized to access the confidential information
3. Schedule 3: Security Procedures: Specific procedures for handling and protecting the confidential information
4. Schedule 4: Notification Requirements: Procedures for reporting unauthorized disclosures or security breaches
5. Appendix A: Form of Confidentiality Undertaking: Template for confidentiality agreements to be signed by authorized recipients
6. Appendix B: Document Marking Requirements: Specifications for marking and identifying confidential documents
Relevant legal definitions
Agreement
Authorized Purpose
Authorized Recipients
Confidential Information
Disclosing Party
Effective Date
Invention
Invention Materials
Invention Records
Patent Rights
Permitted Disclosures
Receiving Party
Representatives
Technical Information
Trade Secrets
Intellectual Property Rights
Affiliate
Business Day
Confidentiality Period
Control
Derivative Works
Disclosures
Evaluation Period
Group
Implementation
Improvements
Licensed Purpose
Notice
Parent Company
Professional Advisers
Related Persons
Security Requirements
Subsidiary
Technical Documentation
Term
Territory
Authorized Purpose
Authorized Recipients
Confidential Information
Disclosing Party
Effective Date
Invention
Invention Materials
Invention Records
Patent Rights
Permitted Disclosures
Receiving Party
Representatives
Technical Information
Trade Secrets
Intellectual Property Rights
Affiliate
Business Day
Confidentiality Period
Control
Derivative Works
Disclosures
Evaluation Period
Group
Implementation
Improvements
Licensed Purpose
Notice
Parent Company
Professional Advisers
Related Persons
Security Requirements
Subsidiary
Technical Documentation
Term
Territory
Clauses
Confidentiality
Intellectual Property
Non-Disclosure
Information Security
Trade Secrets Protection
Data Protection
Access Rights
Usage Restrictions
Return of Information
Term and Termination
Breach and Remedies
Governing Law
Jurisdiction
Assignment
Warranties
Non-Competition
Permitted Disclosures
Survival
Force Majeure
Severability
Entire Agreement
Third Party Rights
Notice Requirements
Amendment
Dispute Resolution
Indemnification
Export Control
Regulatory Compliance
Intellectual Property
Non-Disclosure
Information Security
Trade Secrets Protection
Data Protection
Access Rights
Usage Restrictions
Return of Information
Term and Termination
Breach and Remedies
Governing Law
Jurisdiction
Assignment
Warranties
Non-Competition
Permitted Disclosures
Survival
Force Majeure
Severability
Entire Agreement
Third Party Rights
Notice Requirements
Amendment
Dispute Resolution
Indemnification
Export Control
Regulatory Compliance
Relevant Industries
Technology
Biotechnology
Pharmaceutical
Medical Devices
Software Development
Manufacturing
Engineering
Clean Technology
Artificial Intelligence
Robotics
Electronics
Chemical Industry
Aerospace
Telecommunications
Healthcare Innovation
Industrial Design
Materials Science
Agricultural Technology
Relevant Teams
Legal
Research and Development
Intellectual Property
Innovation
Product Development
Corporate Development
Technology Transfer
Engineering
Scientific Affairs
Business Development
Manufacturing
Technical Operations
Regulatory Affairs
Relevant Roles
Chief Technology Officer
Research Scientist
Patent Attorney
Intellectual Property Manager
Innovation Director
R&D Manager
Product Development Engineer
Legal Counsel
Investment Manager
Technology Transfer Officer
Business Development Director
Chief Innovation Officer
Laboratory Director
Technical Director
Licensing Manager
Venture Capital Analyst
Manufacturing Engineer
Principal Investigator
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