Non Disclosure Agreement Template Ireland

NON-DISCLOSURE AGREEMENT

THIS NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into as of this ______ day of __________________, 20____ (the "Effective Date").

BETWEEN:

__________________________________________, a company incorporated in Ireland under registered number __________, having its registered office at __________________________________________________ (hereinafter referred to as the "Disclosing Party");

AND

__________________________________________, a company incorporated in __________________ under registered number __________, having its registered office at __________________________________________________ (hereinafter referred to as the "Receiving Party").

(The Disclosing Party and the Receiving Party are collectively referred to as the "Parties" and individually as a "Party".)

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" means any and all information, technical data, or know-how, including, but not limited to, that which relates to research, products, services, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing, or finances, disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees: a) To hold the Confidential Information in strict confidence and to take all reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Receiving Party employs with respect to its own confidential materials); b) Not to divulge any such Confidential Information to any third party; c) Not to use any such Confidential Information for any purpose except to carry out the discussions and/or business relationship between the Parties; and d) To restrict the disclosure of the Confidential Information to those of its employees, consultants, or advisors who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION

The Receiving Party shall have no obligation with respect to any portion of the Confidential Information that: a) Is or becomes generally known to the public through no breach of this Agreement by the Receiving Party; b) Is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party; c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or d) Is independently developed by the Receiving Party without reference to the Confidential Information.

4. TERM

This Agreement shall remain in effect for a period of ______ years from the Effective Date. The obligations of confidentiality set forth herein shall survive the termination of this Agreement for a period of ______ years.

5. RETURN OF MATERIALS

All documents and other tangible objects containing or representing Confidential Information and all copies thereof which are in the possession of the Receiving Party shall be and remain the property of the Disclosing Party and shall be promptly returned to the Disclosing Party or destroyed (with written certification of such destruction) upon the Disclosing Party’s written request.

6. NO LICENSE

Nothing in this Agreement is intended to grant any rights to the Receiving Party under any patent, copyright, trade secret, or other intellectual property right of the Disclosing Party, nor shall this Agreement grant the Receiving Party any rights in or to the Confidential Information except as expressly set forth herein.

7. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Ireland. The Parties hereby submit to the exclusive jurisdiction of the Courts of Ireland.

8. MISCELLANEOUS

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof. Any amendments to this Agreement must be in writing and signed by authorised representatives of both Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorised representatives as of the date first written above.

SIGNED for and on behalf of THE DISCLOSING PARTY:

Signature: ___________________________ Name: ______________________________ Title: _______________________________

SIGNED for and on behalf of THE RECEIVING PARTY:

Signature: ___________________________ Name: ______________________________ Title: _______________________________