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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."
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
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
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
Authorized Purpose
Authorized Recipients
Business Day
Confidential Information
Data Protection Laws
Disclosing Party
Developer Materials
Development Environment
Effective Date
Group
Intellectual Property Rights
Personal Data
Project
Receiving Party
Representatives
Security Requirements
Software
Source Code
Specifications
Technical Documentation
Term
Trade Secrets
Third Party Software
User Interface Design
Development Methodology
APIs
Database Schema
Test Data
Proprietary Tools
Dependencies
Client Materials
Security Breach
Permitted Purpose
Affiliate
Cloud Services
Derived Information
Development Platform
Licensed Software
Object Code
Data Protection
Intellectual Property
Term and Termination
Information Security
Access Rights
Permitted Use
Return of Information
Breach Notification
Remedies
Non-Disclosure
Permitted Disclosure
Technical Safeguards
Trade Secrets
Warranties
Force Majeure
Assignment
Severability
Governing Law
Jurisdiction
Indemnification
Survival
Notice
Amendment
Entire Agreement
Third Party Rights
Counterparts
Information Technology
Financial Services
Healthcare
E-commerce
Telecommunications
Manufacturing
Professional Services
Education
Government
Insurance
Banking
Retail
Automotive
Aerospace
Biotechnology
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
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
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