IP Non Disclosure Agreement Template for Ireland

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Key Requirements PROMPT example:

IP Non Disclosure Agreement

I need an IP Non-Disclosure Agreement under Irish law for my software company to protect our AI technology while discussing potential partnerships with manufacturers starting January 2025; the agreement should specifically cover source code and machine learning algorithms.

Document background
The IP Non-Disclosure Agreement under Irish law is essential for businesses and organizations engaging in discussions or collaborations where sensitive intellectual property and confidential information need to be shared. This document becomes particularly relevant when parties are exploring potential partnerships, conducting due diligence, engaging in research collaboration, or discussing innovative technologies or methodologies. The agreement incorporates provisions from Irish intellectual property legislation, EU trade secrets regulations, and data protection laws, making it suitable for both domestic and international business relationships. It provides comprehensive protection for various forms of intellectual property while ensuring compliance with Irish legal requirements and EU regulations. The document is commonly used in technology transfers, research partnerships, commercial negotiations, and any situation where proprietary information needs to be protected while maintaining the flexibility to conduct business discussions.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details

2. Background: Context of the agreement, purpose of sharing confidential information, and relationship between the parties

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Intellectual Property Rights', 'Representatives', and 'Permitted Purpose'

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

5. Permitted Use and Disclosure: Specified circumstances under which confidential information may be used or disclosed

6. Security Measures: Required procedures and safeguards for protecting confidential information

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

8. Intellectual Property Rights: Confirmation of ownership and rights regarding IP and confidential information

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

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

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Employee and Representative Obligations: Additional provisions for ensuring compliance by employees and representatives, used when parties need to share information with their staff

2. Data Protection Compliance: Specific provisions for GDPR compliance, used when confidential information includes personal data

3. Source Code Protection: Special provisions for protecting software source code, used in technology-focused NDAs

4. Residual Knowledge: Provisions addressing use of retained knowledge, used in professional services contexts

5. Competition Law Compliance: Specific provisions ensuring compliance with competition laws, used when parties are competitors

6. Third Party Rights: Provisions regarding third party beneficiaries, used when third party IP might be involved

7. Export Control: Provisions regarding international transfer of technology, used for cross-border arrangements

Suggested Schedules

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 and handle confidential information

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

4. Schedule 4 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

5. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives to sign

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Software Development

Manufacturing

Research & Development

Healthcare

Financial Services

Professional Services

Education

Creative Industries

Telecommunications

Engineering

Chemical Industry

Electronics

Relevant Teams

Legal

Research and Development

Innovation

Intellectual Property

Business Development

Corporate Development

Compliance

Technology Transfer

Product Development

Scientific Affairs

Commercial Operations

Patent Operations

Information Security

Corporate Strategy

Executive Leadership

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Legal Officer

Intellectual Property Counsel

Research Director

Business Development Manager

Innovation Manager

Legal Counsel

Patent Attorney

R&D Manager

Technology Transfer Officer

Product Development Manager

Commercial Director

Head of Innovation

Compliance Officer

General Counsel

Contract Manager

Corporate Development Executive

Chief Scientific Officer

IP Portfolio 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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