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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.
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
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
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
Intellectual Property Rights
Trade Secrets
Disclosing Party
Receiving Party
Representatives
Permitted Purpose
Affiliate
Business Day
Confidential Materials
Developed IP
Effective Date
Group
Licensed Rights
Pre-Existing IP
Project
Proprietary Information
Technical Information
Know-How
Commercial Information
Derivative Works
Residual Information
Security Requirements
Personal Data
Authorized Recipients
Competing Business
Disclosing Group
Receiving Group
Evaluation Period
Force Majeure Event
Implementation Period
Information Security Standards
Notice
Protected Information
Related Persons
Term
Third Party Rights
Working Hours
Intellectual Property Rights
Permitted Use
Non-Disclosure
Information Security
Return of Information
Term and Termination
Breach and Remedies
Representations and Warranties
Assignment and Transfer
Governing Law
Jurisdiction
Entire Agreement
Severability
Force Majeure
Notices
Third Party Rights
Data Protection
Trade Secret Protection
Non-Circumvention
Injunctive Relief
Survival
Amendment
Waiver
Counterparts
Competition Law Compliance
Export Control
Indemnification
Technology
Pharmaceuticals
Biotechnology
Software Development
Manufacturing
Research & Development
Healthcare
Financial Services
Professional Services
Education
Creative Industries
Telecommunications
Engineering
Chemical Industry
Electronics
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
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
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