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Indemnity Confidentiality Agreement
"I need an Indemnity Confidentiality Agreement under Irish law for a software development company sharing proprietary AI algorithms with a research institution, with specific provisions for data protection and research publication restrictions."
1. Parties: Identification of the parties entering into the agreement, including their full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, including the purpose for sharing confidential information and the general relationship between the parties
3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and 'Losses'
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and as required by law
6. Security Measures: Specific measures required to protect confidential information from unauthorized access or disclosure
7. Indemnification: Detailed provisions regarding indemnification obligations, including scope of indemnity and process for claiming
8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
10. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement
1. Data Protection: Additional provisions specifically addressing personal data protection under GDPR when confidential information includes personal data
2. Intellectual Property Rights: Provisions clarifying ownership and protection of IP rights when confidential information includes IP
3. Non-Competition: Restrictions on competitive activities when confidential information includes business-sensitive information
4. Insurance: Requirements for insurance coverage related to indemnification obligations
5. Audit Rights: Rights to audit compliance with confidentiality obligations for highly sensitive information
6. Publicity: Restrictions on public announcements or references to the relationship between the parties
7. Export Control: Specific provisions for international transfers of confidential information subject to export control regulations
1. Schedule 1 - Confidential Information: Detailed description or categorization of the confidential information covered by the agreement
2. Schedule 2 - Authorized Representatives: List of representatives authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information
4. Schedule 4 - Approved Third Party Recipients: List of pre-approved third parties who may receive confidential information
5. Appendix A - Notice Requirements: Detailed procedures for providing notices under the agreement, including contact information
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Healthcare
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Research & Development
Pharmaceuticals
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Energy
Biotechnology
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Information Technology
Consulting
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Compliance
Risk Management
Information Security
Data Protection
Executive Leadership
Procurement
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Research and Development
Information Technology
Business Development
Operations
Chief Legal Officer
General Counsel
Legal Director
Compliance Officer
Risk Manager
Chief Executive Officer
Chief Technology Officer
Chief Information Officer
Business Development Director
Commercial Director
Procurement Manager
Contract Manager
Information Security Officer
Data Protection Officer
Research Director
Project Manager
Head of Operations
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