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Confidentiality Noncompetition And Invention Assignment Agreement Template for Ireland

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Confidentiality Noncompetition And Invention Assignment Agreement

I need a Confidentiality Noncompetition And Invention Assignment Agreement for a Dublin-based biotech startup that will be hiring senior research scientists and engineers in March 2025; we need strong IP protection and reasonable non-compete terms that will hold up under Irish law.

Document background
The Confidentiality Noncompetition And Invention Assignment Agreement is a crucial document for businesses operating in Ireland who need to protect their intellectual property, confidential information, and competitive position. This agreement is typically used when engaging employees, contractors, or consultants who will have access to sensitive information or will be creating intellectual property in the course of their work. It combines three essential protective mechanisms: confidentiality provisions that safeguard proprietary information, non-compete clauses that prevent unfair competition (drafted within Irish legal constraints), and invention assignment provisions that ensure all work-related intellectual property is properly assigned to the company. The agreement must comply with Irish employment law, EU regulations, and competition law requirements to ensure enforceability, particularly regarding the reasonableness of restrictive covenants.
Suggested Sections

1. Parties: Identifies the contracting parties - typically the employer/company and the employee/contractor

2. Background: Sets out the context of the agreement and the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Intellectual Property', 'Inventions', and 'Competitive Business'

4. Confidentiality Obligations: Details the obligations regarding confidential information, including use restrictions, security measures, and return of information

5. Non-Competition Covenant: Specifies restrictions on competitive activities, including duration and geographic scope, drafted to be reasonable and enforceable under Irish law

6. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or suppliers

7. Invention and Intellectual Property Assignment: Assignment of rights to inventions, developments, and intellectual property created during employment

8. Disclosure Obligations: Requirements to disclose inventions, developments, and potential intellectual property to the company

9. Company Property: Provisions regarding the return of company property and information

10. Duration and Survival: Specifies the term of the agreement and which provisions survive termination

11. Remedies: Sets out remedies for breach, including injunctive relief and damages

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

Optional Sections

1. Garden Leave: Provisions for paid leave during notice period - relevant for senior employees or those with significant customer contact

2. Third Party Rights: Provisions allowing group companies to enforce confidentiality/IP rights - useful for corporate groups

3. Data Protection: Specific GDPR compliance provisions - required if personal data processing is involved

4. Moral Rights Waiver: Waiver of moral rights in copyright works - relevant for creative industries

5. Prior Inventions: Provisions for excluding pre-existing inventions from assignment - important for experienced inventors/professionals

6. Consultancy Provisions: Additional provisions specific to consultant relationships rather than employment

7. Post-Termination Assistance: Obligations to assist with IP prosecution/enforcement after leaving - relevant for key inventors

Suggested Schedules

1. Schedule 1 - Restricted Territory: Defines the geographic scope of non-compete restrictions with specific countries/regions

2. Schedule 2 - Competitive Business: Detailed description of business activities considered competitive

3. Schedule 3 - Prior Inventions: List of pre-existing inventions excluded from assignment

4. Schedule 4 - Group Companies: List of affiliated companies covered by the agreement

5. Appendix A - Form of Exit Certificate: Template certificate confirming compliance with return of property obligations upon departure

6. Appendix B - Invention Disclosure Form: Standard form for documenting and disclosing new inventions to the company

Authors

Alex Denne

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

Relevant legal definitions















































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Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Financial Services

Professional Services

Research & Development

Software Development

Manufacturing

Healthcare

Telecommunications

Artificial Intelligence

Data Analytics

Consumer Electronics

Industrial Design

Chemical Industry

Engineering Services

Relevant Teams

Research & Development

Engineering

Product Development

Innovation

Technical Operations

Data Science

Design

Software Development

Scientific Research

Artificial Intelligence

Machine Learning

Systems Architecture

Industrial Design

Algorithm Development

Quality Assurance

Information Technology

Relevant Roles

Software Engineer

Research Scientist

Product Manager

Chief Technology Officer

Data Scientist

Research & Development Engineer

Technical Lead

Systems Architect

Product Designer

Algorithm Developer

Biotechnology Researcher

Chemical Engineer

Industrial Designer

Machine Learning Engineer

Senior Developer

Innovation Manager

Technical Consultant

Research Director

Chief Scientific Officer

Development Engineer

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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