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Non Disclosure And Non Solicitation Agreement
"I need a Non-Disclosure and Non-Solicitation Agreement under Irish law for my tech startup that's planning to share sensitive software development plans with potential investors in March 2025, with special focus on protecting our AI algorithms and preventing poaching of our development team."
1. Parties: Identifies and defines the parties entering into the agreement
2. Background: Sets out the context and purpose of the agreement
3. Definitions: Defines key terms including 'Confidential Information', 'Business Relations', and other relevant terms
4. Confidentiality Obligations: Details the obligations regarding confidential information, including use, disclosure, and protection
5. Non-Solicitation Provisions: Specifies restrictions on soliciting employees, customers, or business relations
6. Duration and Survival: Specifies how long the obligations last and which provisions survive termination
7. Return of Confidential Information: Procedures for returning or destroying confidential information
8. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
9. General Provisions: Standard boilerplate including governing law, jurisdiction, and entire agreement
1. Data Protection: Additional provisions for handling personal data under GDPR when confidential information includes personal data
2. Intellectual Property Rights: Specific provisions regarding IP rights when confidential information includes IP
3. Security Measures: Detailed security requirements for handling particularly sensitive information
4. Permitted Disclosures: Specific circumstances where disclosure is permitted (e.g., to professional advisors or regulators)
5. Assignment and Succession: Rights to assign the agreement, needed for corporate transactions
6. Third Party Rights: Whether third parties have rights under the agreement, particularly relevant for group companies
7. Severance Payments: Compensation provisions if non-solicitation applies post-employment
1. Schedule 1 - Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Restricted Business Relations: List of specific customers, suppliers, or business relations covered by non-solicitation
3. Schedule 3 - Security Procedures: Specific procedures for handling and protecting confidential information
4. Appendix A - Acknowledgment Form: Form for employees or representatives to acknowledge obligations
5. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
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Chief Executive Officer
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