Non Disclosure Agreement For Software Development Template for Ireland

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Key Requirements PROMPT example:

Non Disclosure Agreement For Software Development

"I need a Non Disclosure Agreement For Software Development under Irish law for my startup that will be working with an offshore development team in India, with special emphasis on source code protection and data transfer compliance."

Document background
This Non Disclosure Agreement For Software Development is essential for protecting sensitive information in software development projects under Irish jurisdiction. It should be used whenever parties engage in software development activities where confidential information will be shared, including technical specifications, source code, development methodologies, business processes, and client data. The agreement ensures compliance with Irish contract law, the European Union (Protection of Trade Secrets) Regulations 2018, and GDPR requirements. It is particularly relevant for outsourced development projects, technology partnerships, and software consultancy services where intellectual property and trade secrets need protection. The document includes specific provisions for technical data protection, source code confidentiality, and development-specific confidential information handling.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including registered addresses and company details

2. Background: Context of the agreement, including the purpose of sharing confidential information for software development

3. Definitions: Key terms including 'Confidential Information', 'Software', 'Intellectual Property Rights', 'Representatives', and 'Trade Secrets'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the software development context

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and security measures

6. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, contractors, or advisors

7. Term and Survival: Duration of the agreement and obligations that continue after termination

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon request or termination

9. Intellectual Property Rights: Confirmation that no IP rights are transferred by virtue of disclosure

10. Data Protection Compliance: GDPR and Data Protection Act 2018 compliance requirements

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

12. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement

Optional Sections

1. Source Code Protection: Specific provisions for protecting source code when software code access is required

2. Third Party Disclosure: Additional provisions when third-party contractors or cloud services are involved

3. International Transfer Provisions: Required when confidential information may be transferred outside Ireland/EEA

4. Competitive Restrictions: Non-compete provisions if relevant to the business relationship

5. Security Protocol Requirements: Specific technical security measures required for handling digital information

6. Escrow Arrangements: Provisions for source code escrow if part of the arrangement

7. Privacy Shield Compliance: Additional provisions for US-EU data transfers if applicable

8. Open Source Software: Provisions addressing confidentiality in relation to open source components

Suggested Schedules

1. Schedule 1 - Description of Project: Details of the software development project context

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific technical and organizational security measures required

4. Schedule 4 - Excluded Information: Information explicitly excluded from confidentiality obligations

5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality agreements with employees/contractors

6. Appendix B - Data Processing Requirements: Specific data protection and processing requirements if personal data involved

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Telecommunications

Manufacturing

Professional Services

Education

Government

Insurance

Banking

Retail

Automotive

Aerospace

Biotechnology

Relevant Teams

Legal

Information Technology

Software Development

Product Development

Information Security

Procurement

Compliance

Risk Management

Project Management Office

Quality Assurance

Research and Development

Solutions Architecture

Data Protection

Operations

Relevant Roles

Software Developer

Project Manager

Chief Technology Officer

IT Director

Software Architect

Business Analyst

Product Owner

Development Team Lead

Quality Assurance Manager

Systems Analyst

Technical Consultant

Solutions Architect

Legal Counsel

Procurement Manager

Information Security Officer

Data Protection Officer

Contract Manager

IT Operations Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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