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Non Disclosure Non Circumvention Agreement

Non Disclosure Non Circumvention Agreement Template for Ireland

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Key Requirements PROMPT example:

Non Disclosure Non Circumvention Agreement

"I need a Non Disclosure Non Circumvention Agreement for discussions with potential investors about my tech startup's proprietary AI technology, with the agreement starting January 2025 and lasting for 3 years, including specific protections for our algorithms and client relationships."

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Document background
The Non-Disclosure Non-Circumvention Agreement is essential in modern business relationships where parties need to share sensitive information while protecting their commercial interests. This document type is particularly relevant under Irish law, which provides robust protection for trade secrets and business relationships through various legislative frameworks, including the European Union (Protection of Trade Secrets) Regulations 2018. The agreement serves a dual purpose: first, it ensures confidential information shared during business discussions or partnerships remains protected, and second, it prevents parties from bypassing each other to directly engage with their business contacts, clients, or opportunities. This document is commonly used in scenarios involving business negotiations, potential partnerships, investment discussions, or any situation where valuable business information and relationships need protection.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement, including their registered addresses and company details

2. Background: Sets out the context and purpose of the agreement, including the nature of the business relationship

3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Circumvention', 'Permitted Purpose', etc.

4. Confidentiality Obligations: Details the obligations regarding the protection and non-disclosure of confidential information

5. Non-Circumvention Obligations: Specifies restrictions on bypassing or circumventing the disclosing party in business dealings

6. Permitted Disclosures: Outlines circumstances under which confidential information may be disclosed

7. Security Measures: Specifies the security measures required to protect confidential information

8. Return or Destruction of Information: Procedures for handling confidential information upon termination

9. Duration and Termination: Specifies the term of the agreement and termination provisions

10. Breach and Remedies: Details the consequences of breach and available remedies

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

Optional Sections

1. Intellectual Property Rights: Additional provisions protecting IP rights when the confidential information includes IP - used when specific IP protection is needed

2. Data Protection: Specific provisions relating to personal data handling - required when confidential information includes personal data

3. Representatives and Employees: Provisions regarding the responsibility for employees and representatives - used when information will be shared with team members

4. Non-Solicitation: Prevents poaching of employees or clients - included when there's risk of talent or client poaching

5. Joint Ventures and Partnerships: Special provisions for potential business relationships - used when parties are considering future collaboration

6. Digital Security Measures: Specific provisions for digital information protection - needed when confidential information is primarily digital

7. Export Control: Provisions regarding international transfer of information - used when parties are in different jurisdictions

8. Publicity and Announcements: Controls over public statements about the relationship - used in high-profile or sensitive situations

Suggested Schedules

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

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

3. Schedule 3 - Security Protocols: Detailed security measures and procedures to be followed

4. Schedule 4 - Permitted Purpose: Detailed description of the specific purposes for which confidential information may be used

5. Appendix A - Data Processing Requirements: Specific requirements for handling personal data if applicable

6. Appendix B - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives and employees

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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

Technology & Software

Manufacturing

Financial Services

Professional Services

Healthcare & Pharmaceuticals

Real Estate & Construction

Energy & Utilities

Retail & Consumer Goods

Telecommunications

Media & Entertainment

Biotechnology

Research & Development

Education

Aerospace & Defense

Environmental Services

Relevant Teams

Legal

Business Development

Executive Leadership

Research & Development

Sales

Operations

Finance

Strategy

Procurement

Information Technology

Innovation

Compliance

Corporate Development

Product Development

Partnerships

Relevant Roles

Chief Executive Officer

Business Development Manager

Chief Technology Officer

Legal Counsel

Investment Manager

Project Manager

Research Director

Chief Financial Officer

Operations Manager

Sales Director

Product Manager

Strategy Consultant

Procurement Manager

Innovation Director

Partnership Manager

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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