This NDA Non Disclosure Agreement template is designed for use under Irish law when parties need to share sensitive or confidential information in the course of business dealings. It is particularly relevant for business negotiations, potential partnerships, employment relationships, or any situation where proprietary information needs protection. The agreement encompasses provisions required by Irish contract law and relevant EU regulations, including the Protection of Trade Secrets Regulations 2018 and GDPR where applicable. It provides comprehensive coverage of confidentiality obligations, permitted uses, security measures, and enforcement mechanisms, while remaining flexible enough to accommodate various business contexts and types of confidential information.
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1. Parties: Identification of all parties to the agreement, including registered addresses and company numbers
2. Background: Context of the agreement and purpose for sharing confidential information
3. Definitions: Detailed definitions including 'Confidential Information', 'Permitted Purpose', 'Representatives', and other key terms
4. Confidentiality Obligations: Core obligations regarding non-disclosure, protection, and use of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
6. Protection Measures: Specific security measures required to protect confidential information
7. Return or Destruction: Obligations regarding the return or destruction of confidential information upon termination or request
8. Duration and Survival: Term of the agreement and which provisions survive termination
9. General Provisions: Standard provisions including governing law, jurisdiction, entire agreement, and variation
1. Data Protection: Specific provisions for handling personal data under GDPR - include when personal data will be shared
2. Intellectual Property: Provisions clarifying IP ownership and rights - include when IP is likely to be created or shared
3. Non-Solicitation: Restrictions on soliciting employees or customers - include for business relationships where this is a concern
4. Specific Security Requirements: Detailed security protocols - include for highly sensitive information or regulated industries
5. Publicity: Restrictions on announcing the business relationship - include when relationship confidentiality is important
6. Export Control: Provisions for international data transfer compliance - include for cross-border arrangements
7. Competitive Restrictions: Additional restrictions on competitive activities - include when sharing commercially sensitive information
1. Schedule 1 - Specified Purpose: Detailed description of the permitted purpose for information sharing
2. Schedule 2 - Categories of Confidential Information: Specific categories or types of confidential information covered
3. Schedule 3 - Security Measures: Detailed security and protection measures required
4. Schedule 4 - Authorized Representatives: List of authorized representatives who may access confidential information
5. Appendix A - Data Processing Terms: GDPR-compliant data processing terms if personal data is involved
6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information
Relevant legal definitions
Agreement
Confidential Information
Permitted Purpose
Disclosing Party
Receiving Party
Representatives
Affiliate
Business Day
Confidentiality Period
Data Protection Laws
Personal Data
Trade Secret
Intellectual Property Rights
Permitted Disclosures
Security Requirements
Group
Material
Proprietary Information
Authorised Recipients
Control
Duration
Effective Date
Force Majeure Event
Information
Party/Parties
Project
Related Persons
Restricted Period
Security Breach
Termination Date
Working Hours
Confidential Information
Permitted Purpose
Disclosing Party
Receiving Party
Representatives
Affiliate
Business Day
Confidentiality Period
Data Protection Laws
Personal Data
Trade Secret
Intellectual Property Rights
Permitted Disclosures
Security Requirements
Group
Material
Proprietary Information
Authorised Recipients
Control
Duration
Effective Date
Force Majeure Event
Information
Party/Parties
Project
Related Persons
Restricted Period
Security Breach
Termination Date
Working Hours
Clauses
Definitions
Interpretation
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Data Protection
Information Security
Return or Destruction of Information
Intellectual Property
Term and Termination
Surviving Obligations
Non-Solicitation
Remedies
Indemnification
Assignment
Notices
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Force Majeure
Costs
Counterparts
Governing Law
Jurisdiction
Interpretation
Confidentiality Obligations
Permitted Use
Permitted Disclosure
Data Protection
Information Security
Return or Destruction of Information
Intellectual Property
Term and Termination
Surviving Obligations
Non-Solicitation
Remedies
Indemnification
Assignment
Notices
Severability
Entire Agreement
Variation
Waiver
Third Party Rights
Force Majeure
Costs
Counterparts
Governing Law
Jurisdiction
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Research & Development
Biotechnology
Real Estate
Retail
Education
Telecommunications
Energy
Media & Entertainment
Construction
Pharmaceuticals
Relevant Teams
Legal
Human Resources
Executive Leadership
Business Development
Research & Development
Information Technology
Finance
Operations
Procurement
Mergers & Acquisitions
Innovation
Commercial
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Business Development Manager
Human Resources Director
Chief Technology Officer
Project Manager
Research Director
Investment Manager
Procurement Manager
Chief Financial Officer
Operations Director
Chief Information Officer
Innovation Manager
Commercial Director
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