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Perpetual Non Disclosure Agreement

Perpetual Non Disclosure Agreement Template for Ireland

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Key Requirements PROMPT example:

Perpetual Non Disclosure Agreement

"I need a Perpetual Non Disclosure Agreement governed by Irish law for sharing proprietary software source code and technical documentation with a potential manufacturing partner based in Dublin, with specific provisions for protecting our AI algorithms and ensuring GDPR compliance."

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Document background
This Perpetual Non Disclosure Agreement is designed for situations where parties need to share sensitive information that requires indefinite protection under Irish law. It is commonly used in business relationships, negotiations, potential partnerships, or any scenario where confidential information needs to be disclosed with long-term protection. The agreement ensures compliance with Irish and EU regulations, including trade secrets protection and data privacy requirements. It is particularly suitable for protecting trade secrets, proprietary technology, business methods, and other sensitive information that maintains its value indefinitely. The perpetual nature of the agreement means that confidentiality obligations continue even after the business relationship ends, providing ongoing protection for the disclosing party's sensitive information.
Suggested Sections

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

2. Background: Context of the agreement and the purpose for sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the standard of care required

5. Obligations of Receiving Party: Core confidentiality obligations, including use restrictions and security measures

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement

7. Return or Destruction of Confidential Information: Requirements for handling confidential information upon request or termination

8. Duration and Survival: Establishment of the perpetual nature of obligations and which provisions survive

9. No Grant of Rights: Clarification that no intellectual property rights are transferred

10. No Warranty: Disclaimer of warranties regarding the confidential information

11. Remedies: Available remedies in case of breach, including injunctive relief

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

Optional Sections

1. Data Protection: Required when confidential information includes personal data subject to GDPR

2. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the business relationship

3. Export Control: Required when confidential information may be subject to export control regulations

4. Competition Law Compliance: Required when parties are competitors or in sensitive market positions

5. Source Code Protection: Additional provisions specific to software source code protection, if applicable

6. Reverse Engineering Prohibition: Specific prohibition on reverse engineering, particularly relevant for technical information

7. Residual Knowledge: Optional clause addressing use of non-deliberate retained knowledge

8. Force Majeure: Optional clause for handling circumstances beyond parties' control

Suggested Schedules

1. Schedule 1 - Specific Confidential Information: Detailed list or categories of confidential information covered

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

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

4. Appendix A - Information Handling Procedures: Detailed procedures for marking, storing, and transmitting confidential information

5. Appendix B - Form of Representative Undertaking: Template confidentiality undertaking for representatives to sign

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 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

Healthcare

Financial Services

Manufacturing

Professional Services

Research & Development

Biotechnology

Telecommunications

Energy

Retail

Media & Entertainment

Aerospace & Defense

Pharmaceuticals

Consumer Goods

Education

Relevant Teams

Legal

Executive Leadership

Business Development

Research & Development

Human Resources

Information Technology

Procurement

Corporate Development

Information Security

Operations

Finance

Innovation

Commercial

Strategy

Product Development

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Business Development Manager

Chief Technology Officer

Research Director

Product Manager

HR Director

Procurement Manager

Investment Manager

Corporate Development Director

Innovation Manager

Chief Information Security Officer

Operations Director

Commercial Director

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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