This Unilateral NDA is designed for use in situations where one party (the Disclosing Party) needs to share confidential or proprietary information with another party (the Receiving Party) under Irish law. The agreement is particularly suitable for business negotiations, potential partnerships, service provider engagements, or employee/contractor relationships where sensitive information needs protection. It ensures compliance with Irish and EU regulations, including the Protection of Trade Secrets Regulations 2018 and GDPR where applicable. The document includes comprehensive definitions of confidential information, clear usage restrictions, security requirements, and specific provisions for the Irish legal context.
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1. Parties: Identifies the Disclosing Party and Receiving Party, including full legal names and addresses
2. Background: Explains the context and purpose of the NDA, including the nature of the business relationship
3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'
4. Confidentiality Obligations: Details the core obligations of the Receiving Party regarding confidential information
5. Permitted Use and Disclosure: Specifies how and when the Receiving Party may use or disclose the confidential information
6. Security Measures: Outlines the required security measures for protecting confidential information
7. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
8. Duration and Survival: Specifies the term of the agreement and which provisions survive termination
9. Breach and Remedies: Details the consequences of breach and available remedies
10. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Third Party Rights: Include when third parties may need to enforce rights under the agreement
2. Data Protection: Include when confidential information includes personal data subject to GDPR
3. Export Control: Include when confidential information may be subject to export control regulations
4. Representatives and Employees: Include when the Receiving Party needs to share information with specific employees or advisors
5. Separate Agreement Requirement: Include when representatives need to sign separate confidentiality agreements
6. Return of Materials: Include when physical materials or prototypes are involved
1. Schedule 1 - Confidential Information: Detailed description or categories of confidential information covered
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for different types of confidential information
4. Appendix A - Form of Acknowledgment: Template for authorized recipients to acknowledge confidentiality obligations
Relevant legal definitions
Confidential Information
Disclosing Party
Receiving Party
Affiliate
Agreement
Authorized Purpose
Authorized Recipients
Business Day
Commencement Date
Confidentiality Obligations
Disclosing Group
Effective Date
Group Company
Intellectual Property Rights
Notice
Party/Parties
Permitted Purpose
Personal Data
Representatives
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Working Hours
Disclosing Party
Receiving Party
Affiliate
Agreement
Authorized Purpose
Authorized Recipients
Business Day
Commencement Date
Confidentiality Obligations
Disclosing Group
Effective Date
Group Company
Intellectual Property Rights
Notice
Party/Parties
Permitted Purpose
Personal Data
Representatives
Security Requirements
Subsidiary
Term
Third Party
Trade Secrets
Working Hours
Clauses
Confidentiality
Non-Disclosure
Information Protection
Permitted Use
Return of Information
Data Protection
Security Measures
Term and Termination
Breach and Remedies
Governing Law
Jurisdiction
Assignment
Severability
Third Party Rights
Notices
Entire Agreement
Variation
Waiver
Force Majeure
Counterparts
Survival
No Partnership
Costs
Indemnification
Non-Disclosure
Information Protection
Permitted Use
Return of Information
Data Protection
Security Measures
Term and Termination
Breach and Remedies
Governing Law
Jurisdiction
Assignment
Severability
Third Party Rights
Notices
Entire Agreement
Variation
Waiver
Force Majeure
Counterparts
Survival
No Partnership
Costs
Indemnification
Relevant Industries
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Research & Development
Biotechnology
Retail
Energy
Telecommunications
Education
Real Estate
Construction
Media & Entertainment
Pharmaceutical
Relevant Teams
Legal
Human Resources
Research and Development
Product Development
Business Development
Corporate Development
Procurement
Finance
Information Technology
Innovation
Operations
Commercial
Mergers and Acquisitions
Investment
Relevant Roles
Chief Executive Officer
Chief Legal Officer
General Counsel
Legal Counsel
Business Development Manager
Human Resources Director
Chief Technology Officer
Research Director
Project Manager
Procurement Manager
Investment Manager
Corporate Development Director
Chief Financial Officer
Innovation Manager
Operations Director
Commercial Manager
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