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Technology Non Disclosure Agreement

Technology Non Disclosure Agreement Template for Ireland

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Key Requirements PROMPT example:

Technology Non Disclosure Agreement

"I need a Technology Non Disclosure Agreement under Irish law for a software development company sharing AI algorithms with a research institution, with special emphasis on protecting source code and research data."

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Document background
A Technology Non Disclosure Agreement is essential when organizations need to share sensitive technical information, intellectual property, or trade secrets while maintaining confidentiality and legal protection. This document, governed by Irish law and EU regulations, is particularly relevant for technology companies, startups, and businesses engaging in technical collaborations, joint ventures, or service provider relationships where proprietary technology information needs to be disclosed. It encompasses provisions for protecting various forms of technical information including software code, architectural designs, algorithms, technical specifications, and research data. The agreement ensures compliance with Irish contract law, the European Union (Trade Secrets) Regulations 2018, and GDPR requirements where applicable, while providing clear frameworks for permitted usage, security measures, and breach remedies.
Suggested Sections

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

2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship

3. Definitions: Definitions of key terms including 'Confidential Information', 'Technology', 'Trade Secrets', 'Permitted Purpose', and other relevant terms

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

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

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Security Measures: Required security measures for protecting confidential information, including technical and organizational measures

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

9. Term and Termination: Duration of the agreement and termination provisions

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

11. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, entire agreement, and variation

Optional Sections

1. Data Protection Compliance: Specific provisions for GDPR compliance when personal data is involved

2. Source Code Protection: Additional provisions specifically for protecting software source code and related technical documentation

3. Export Control: Provisions dealing with export control regulations when technology transfer across borders is involved

4. Reverse Engineering Prohibition: Specific provisions prohibiting reverse engineering of any technology or products

5. Residual Knowledge: Provisions addressing the use of residual knowledge acquired during the engagement

6. Non-Solicitation: Provisions preventing solicitation of employees or customers, if relevant to the business relationship

7. Competing Projects: Provisions addressing work on competing projects or technologies

8. Escrow Arrangements: Provisions for placing sensitive technical information in escrow if required

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list and description of specific confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of authorized representatives from each party who may access or handle confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling the confidential information

4. Schedule 4 - Permitted Purpose Details: Detailed description of the specific permitted purpose(s) for which confidential information may be used

5. Appendix A - Data Processing Terms: GDPR-compliant data processing terms if personal data is involved

6. Appendix B - Technical Specifications: Technical specifications or parameters of the technology being disclosed, if applicable

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions








































Clauses






























Relevant Industries

Information Technology

Software Development

Telecommunications

Cybersecurity

Biotechnology

Financial Technology

Manufacturing

Research and Development

Cloud Computing

Artificial Intelligence

Internet of Things

Healthcare Technology

Digital Media

E-commerce

Semiconductor Industry

Relevant Teams

Legal

Information Technology

Research and Development

Information Security

Compliance

Product Development

Engineering

Innovation

Business Development

Intellectual Property

Risk Management

Technical Operations

Relevant Roles

Chief Technology Officer

Technical Director

Software Engineer

Systems Architect

Research and Development Manager

Information Security Officer

Legal Counsel

Intellectual Property Manager

Project Manager

Business Development Manager

Technology Consultant

Chief Information Officer

Product Manager

Innovation Director

Technical Lead

Compliance Officer

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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