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One Way Non Disclosure Agreement

One Way Non Disclosure Agreement Template for Ireland

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Key Requirements PROMPT example:

One Way Non Disclosure Agreement

"I need a One Way Non Disclosure Agreement under Irish law for my technology startup to protect our AI algorithms and software code when sharing them with potential investors, with extra clauses about digital information security and data protection."

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Document background
This One Way Non Disclosure Agreement is designed for use in situations where one party needs to share confidential business information, trade secrets, or proprietary information with another party while maintaining strict control over its use and dissemination. Common scenarios include business negotiations, potential partnerships, vendor relationships, or employee onboarding. The agreement, governed by Irish law, provides comprehensive protection for the disclosing party while ensuring compliance with relevant Irish and EU regulations, including the Protection of Trade Secrets Regulations 2018 and data protection laws. It sets out clear obligations for handling confidential information, specific permitted uses, and consequences of breach, all enforceable under Irish jurisdiction. This type of agreement is particularly crucial in protecting intellectual property, maintaining competitive advantage, and ensuring business confidentiality in commercial relationships.
Suggested Sections

1. Parties: Identifies and defines the Disclosing Party and Receiving Party with their full legal names and addresses

2. Background: Explains the context and purpose of the NDA, including the nature of the confidential information to be disclosed

3. Definitions: Defines key terms including 'Confidential Information', 'Purpose', 'Representatives', and other relevant terms

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations of the Receiving Party regarding the protection and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which the Receiving Party may disclose confidential information

7. Term and Survival: Duration of the agreement and which provisions survive termination

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Remedies: Legal remedies available to the Disclosing Party in case of breach

10. General Provisions: Standard contractual terms including governing law, jurisdiction, and entire agreement

11. Execution: Signature blocks and execution provisions

Optional Sections

1. Data Protection: Required when confidential information includes personal data subject to GDPR

2. Intellectual Property Rights: Added when confidential information includes or relates to intellectual property

3. Export Control: Needed when confidential information may be subject to export control regulations

4. Representatives and Affiliates: Used when the Receiving Party needs to share information with specific employees or affiliated entities

5. Non-Solicitation: Added when there's a need to prevent poaching of employees or clients

6. Competing Activities: Included when there's a need to restrict the Receiving Party from competing activities

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: Optional schedule listing specific individuals authorized to receive confidential information

3. Schedule 3 - Security Measures: Optional schedule detailing specific security measures required for protecting the confidential information

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Technology

Healthcare

Financial Services

Manufacturing

Professional Services

Research and Development

Biotechnology

Real Estate

Media and Entertainment

Education

Telecommunications

Energy

Retail

Consulting

Relevant Teams

Legal

Human Resources

Procurement

Business Development

Research and Development

Executive Leadership

Operations

Compliance

Finance

Sales

Information Technology

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Business Development Manager

Human Resources Director

Procurement Manager

Research Director

Project Manager

Chief Technology Officer

Chief Financial Officer

Operations Manager

Compliance Officer

Contract Manager

Investment Manager

Sales Director

Partnership Manager

Innovation Manager

Industries
European Union (Protection of Trade Secrets) Regulations 2018: Irish regulations implementing EU Directive 2016/943, providing specific protection for trade secrets and confidential business information
General Data Protection Regulation (GDPR): EU regulation incorporated into Irish law governing the processing and protection of personal data, which may be relevant if confidential information includes personal data
Data Protection Act 2018: Irish legislation implementing GDPR and establishing additional data protection requirements specific to Ireland
Contract Law in Ireland (Common Law): Body of common law principles governing contract formation, validity, and enforcement, including requirements for offer, acceptance, consideration, and intention to create legal relations
Electronic Commerce Act 2000: Legislation governing electronic signatures and electronic contracts, relevant if the NDA will be executed electronically
Competition Act 2002: Relevant for ensuring NDA provisions do not constitute anti-competitive practices or unreasonable restraints on trade
Statute of Limitations 1957: Sets time limits for bringing legal actions, relevant for determining enforcement periods and duration of confidentiality obligations
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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