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Patent Non Disclosure Agreement
"I need a Patent Non-Disclosure Agreement under Irish law for discussions with a pharmaceutical company about licensing our medical device patent; the agreement should be especially strict about information security and include provisions for handling clinical trial data."
1. Parties: Identification of the disclosing party and receiving party, including full legal names and registered addresses
2. Background: Context of the agreement, including the nature of the patent-related information to be disclosed and the purpose of the disclosure
3. Definitions: Key terms including 'Confidential Information', 'Patent Information', 'Permitted Purpose', 'Representatives', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information, specifically relating to patent matters
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
7. Protection of Patent Information: Specific provisions relating to the protection of patent-related information and intellectual property rights
8. Term and Survival: Duration of the agreement and survival of obligations post-termination
9. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
10. Remedies: Available remedies in case of breach, including injunctive relief
11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and amendments
1. Non-Competition: Additional restrictions on competitive activities, used when there's a specific need to protect market position
2. Patent Filing Rights: Provisions regarding rights to file patents related to any developments, used when collaborative development might occur
3. Security Requirements: Specific security measures for handling confidential information, used for highly sensitive patent information
4. International Transfer Provisions: Provisions for cross-border information transfers, used when parties are in different jurisdictions
5. Publicity: Restrictions on public announcements, used when public disclosure is a particular concern
6. Insurance Requirements: Obligations to maintain specific insurance coverage, used for high-value patent information
7. Audit Rights: Rights to audit compliance with the agreement, used for highly sensitive situations
1. Schedule 1 - Description of Patent Information: Detailed description of the patent-related information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access the confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling the confidential information
4. Schedule 4 - Approved Third Party Recipients: Pre-approved third parties who may receive the confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for representatives or third parties
6. Appendix B - Information Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Authors
Affiliate
Authorized Purpose
Authorized Representatives
Background IP
Confidential Information
Disclosing Party
Effective Date
Group
Improvements
Intellectual Property Rights
Patent Applications
Patent Information
Patent Rights
Patents
Permitted Disclosees
Permitted Purpose
Personal Data
Receiving Party
Representatives
Security Requirements
Subsidiary
Technical Information
Term
Third Party
Trade Secrets
Working Day
Intellectual Property
Patent Protection
Information Security
Permitted Use
Disclosure Restrictions
Return of Information
Data Protection
Term and Termination
Breach and Remedies
Warranties and Representations
Governing Law
Dispute Resolution
Assignment
Third Party Rights
Severability
Force Majeure
Notices
Entire Agreement
Amendment
Waiver
Counterparts
Costs
Interpretation
Technology
Pharmaceuticals
Biotechnology
Manufacturing
Electronics
Medical Devices
Telecommunications
Software Development
Automotive
Aerospace
Chemical
Engineering
Research & Development
Clean Technology
Consumer Electronics
Legal
Intellectual Property
Research and Development
Innovation
Technology Transfer
Business Development
Executive Leadership
Product Development
Commercial
Scientific Affairs
Technical Operations
Patent Administration
Corporate Development
Patent Attorney
Intellectual Property Manager
Legal Counsel
Research Director
Chief Technology Officer
Innovation Manager
R&D Manager
Technology Transfer Officer
Business Development Director
Licensing Manager
Chief Executive Officer
Chief Legal Officer
Intellectual Property Counsel
Research Scientist
Product Development Manager
Technical Director
Commercial Director
Head of Innovation
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