The Technology Sharing Agreement is essential for organizations looking to collaborate through technology transfer or joint technological development under Irish jurisdiction. This document is particularly relevant when companies need to establish clear legal frameworks for sharing proprietary technology, software, or technical know-how while protecting their intellectual property rights. It complies with Irish commercial law, EU regulations, and international technology transfer standards. The agreement is commonly used in scenarios involving research partnerships, joint ventures, technology licensing, or cross-border technology transfers. It includes comprehensive provisions for data protection (GDPR compliance), competition law adherence, and export control regulations where applicable. This document type is crucial for protecting both the technology provider's and recipient's interests while facilitating innovation and technological collaboration.
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1. Parties: Identification of all parties to the agreement with full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of the technology sharing
3. Definitions: Detailed definitions of technical terms, defined terms, and key concepts used throughout the agreement
4. Technology Description and Scope: Detailed description of the technology being shared and the scope of sharing permitted
5. License Grant: Specific rights granted regarding the use, modification, and distribution of the technology
6. Intellectual Property Rights: Ownership of IP, rights granted, and restrictions on use
7. Confidentiality Obligations: Protection of confidential information and trade secrets
8. Data Protection and Security: GDPR compliance and data security requirements
9. Term and Termination: Duration of the agreement and circumstances for termination
10. Post-Termination Obligations: Obligations surviving termination and return/destruction of materials
11. Warranties and Representations: Warranties regarding technology ownership, functionality, and non-infringement
12. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
13. General Provisions: Standard boilerplate including governing law, notices, assignment, and entire agreement
1. Implementation Services: Details of technical support and implementation services if provided
2. Joint Development: Terms governing any joint development activities and ownership of resulting IP
3. Export Controls: Compliance requirements for cross-border technology transfers
4. Quality Control: Quality standards and testing requirements for physical products
5. Training: Provisions for training and knowledge transfer if included
6. Maintenance and Updates: Terms for ongoing maintenance and technology updates
7. Commercialization Rights: Terms for commercial exploitation if permitted
8. Source Code Escrow: Escrow arrangements for source code if applicable
1. Schedule 1 - Technical Specifications: Detailed technical specifications of the shared technology
2. Schedule 2 - Licensed Technology: Comprehensive list of all technology components being shared
3. Schedule 3 - Fee Schedule: Pricing, payment terms, and any royalty calculations
4. Schedule 4 - Service Levels: Performance metrics and service levels if applicable
5. Schedule 5 - Security Requirements: Detailed security protocols and requirements
6. Appendix A - Implementation Plan: Timeline and milestones for technology implementation
7. Appendix B - Contact Details: Key contacts and escalation procedures
8. Appendix C - Acceptance Testing: Testing procedures and acceptance criteria
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