This document template provides a Non-Mutual NDA governed by Irish law, suitable for situations where one party (the Disclosing Party) needs to share confidential information with another party (the Receiving Party) during business discussions, due diligence processes, or other commercial relationships. The agreement is structured to comply with Irish contract law principles, the EU Trade Secrets Directive, and GDPR requirements where applicable. It's particularly useful for businesses engaging with potential partners, service providers, or investors where unilateral disclosure of sensitive information is necessary. The document includes comprehensive confidentiality provisions, clear usage restrictions, and robust enforcement mechanisms, while maintaining flexibility to accommodate various business contexts and industry-specific requirements.
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1. Parties: Identification of the Disclosing Party and Receiving Party with full legal names and addresses
2. Background: Context of the relationship and purpose of sharing confidential information
3. Definitions: Define key terms including 'Confidential Information', 'Purpose', 'Representatives', and 'Trade Secrets'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Receiving Party: Core confidentiality obligations, security measures, and usage restrictions
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by law
7. Term and Survival: Duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Remedies: Legal remedies available in case of breach, including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection: Specific provisions addressing GDPR compliance when personal data is involved
2. Intellectual Property Rights: Clarification that no IP rights are transferred under the agreement
3. Representatives and Third Parties: Detailed provisions about who can access information and under what conditions
4. Security Measures: Specific technical and organizational measures required for protecting confidential information
5. Notice Requirements: Procedures for mandatory disclosures and handling government requests
6. Non-Solicitation: Restrictions on soliciting employees or clients, if relevant to the business relationship
7. Export Control: Required for international transfers of technical data or when dealing with regulated industries
1. Schedule 1 - Description of Purpose: Detailed description of the permitted purpose for which confidential information may be used
2. Schedule 2 - Specific Types of Confidential Information: Detailed list of specific information types covered by the agreement
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive confidential information
5. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives who will access the information
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Representatives
Purpose
Trade Secret
Affiliate
Personal Data
Permitted Purpose
Business Day
Confidential Materials
Effective Date
Group
Information
Intellectual Property Rights
Notice
Personnel
Related Persons
Security Requirements
Services
Authorised Recipients
Controller
Processor
Term
Third Party
Working Hours
Disclosing Party
Receiving Party
Representatives
Purpose
Trade Secret
Affiliate
Personal Data
Permitted Purpose
Business Day
Confidential Materials
Effective Date
Group
Information
Intellectual Property Rights
Notice
Personnel
Related Persons
Security Requirements
Services
Authorised Recipients
Controller
Processor
Term
Third Party
Working Hours
Clauses
Interpretation
Confidentiality Obligations
Permitted Use
Information Protection
Return or Destruction of Information
Term and Termination
Survival
Security Requirements
Breach Notification
Remedies
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Assignment
Notices
Third Party Rights
Severability
Waiver
Entire Agreement
Variation
Counterparts
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Confidentiality Obligations
Permitted Use
Information Protection
Return or Destruction of Information
Term and Termination
Survival
Security Requirements
Breach Notification
Remedies
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Assignment
Notices
Third Party Rights
Severability
Waiver
Entire Agreement
Variation
Counterparts
Force Majeure
Governing Law
Jurisdiction
Dispute Resolution
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Biotechnology
Pharmaceutical
Software Development
Real Estate
Telecommunications
Energy
Research & Development
Consumer Goods
Media & Entertainment
Education
Relevant Teams
Legal
Business Development
Executive Leadership
Research and Development
Procurement
Mergers and Acquisitions
Innovation
Operations
Commercial
Finance
Investment
Corporate Development
Intellectual Property
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Chief Technology Officer
Business Development Manager
Legal Counsel
Corporate Lawyer
Investment Manager
Project Manager
Research Director
Head of Innovation
Procurement Manager
Venture Capital Associate
M&A Director
Strategic Partnerships Manager
Intellectual Property Manager
Operations Director
Commercial Director
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