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Non Disclosure Non Solicitation Agreement
"I need a Non-Disclosure Non-Solicitation Agreement under Irish law for a software development company engaging contractors, with specific focus on protecting our source code and preventing contractors from poaching our development team for 12 months after engagement."
1. Parties: Identification of the parties entering into the agreement
2. Background: Context of the agreement and relationship between the parties
3. Definitions: Definitions of key terms including 'Confidential Information', 'Business Relationship', 'Restricted Period', and 'Territory'
4. Confidentiality Obligations: Detailed obligations regarding the protection and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed
6. Non-Solicitation Covenants: Restrictions on solicitation of employees, customers, and business relationships
7. Duration and Territory: Time period and geographical scope of the obligations
8. Return of Confidential Information: Obligations regarding the return or destruction of confidential information
9. Data Protection: GDPR compliance and data protection obligations
10. Breach and Remedies: Consequences of breach and available remedies
11. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement
1. Intellectual Property Rights: Additional provisions regarding IP ownership and licenses - include when confidential information includes IP
2. Non-Competition: Additional restrictions on competitive activities - include when broader protection is required
3. Surviving Obligations: Specific provisions that survive termination - include for complex relationships
4. Assignment and Successors: Rights to assign the agreement - include for corporate entities
5. Independent Contractor: Clarification of relationship between parties - include when contracting with individuals
6. Monitoring and Compliance: Procedures for ensuring compliance - include for high-risk relationships
1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Restricted Customers: List of customers covered by non-solicitation provisions
3. Schedule 3 - Restricted Employees: Categories or list of employees covered by non-solicitation provisions
4. Schedule 4 - Territorial Scope: Detailed description of geographical territories covered
5. Appendix A - Data Processing Terms: GDPR-compliant data processing terms if applicable
Authors
Trade Secrets
Disclosing Party
Receiving Party
Restricted Period
Territory
Business Relationship
Group Company
Affiliate
Protected Business
Restricted Customer
Restricted Employee
Personal Data
Data Protection Legislation
Permitted Purpose
Permitted Recipients
Representatives
Intellectual Property Rights
Business Day
Effective Date
Material Interest
Services
Confidentiality Obligations
Non-Solicitation Obligations
Competitive Business
Key Personnel
Associated Company
Professional Advisor
Termination Date
Non-Solicitation
Data Protection
Term and Termination
Permitted Disclosures
Return of Information
Intellectual Property
Remedies
Indemnification
Severability
Assignment
Third Party Rights
Variation
Waiver
Notice
Force Majeure
Entire Agreement
Governing Law
Jurisdiction
Survival
Compliance with Laws
Monitoring and Audit
Counterparts
Technology
Financial Services
Healthcare
Pharmaceutical
Professional Services
Manufacturing
Research and Development
Biotechnology
Software Development
Management Consulting
Investment Banking
Telecommunications
Legal Services
Engineering
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Information Technology
Sales
Operations
Finance
Procurement
Information Security
Strategy
Chief Executive Officer
Human Resources Director
Legal Counsel
Chief Technology Officer
Business Development Manager
Project Manager
Research Director
Sales Director
Operations Manager
Chief Financial Officer
Procurement Manager
Innovation Manager
Information Security Officer
Strategy Consultant
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