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Customer List Purchase Agreement Template for Ireland

A comprehensive legal agreement governed by Irish law that facilitates the sale and transfer of customer lists between businesses while ensuring compliance with data protection regulations, particularly GDPR and the Irish Data Protection Act 2018. This document outlines the terms and conditions for the purchase of customer data, including warranties about data accuracy, compliance requirements, usage restrictions, and transfer mechanics. It incorporates specific provisions for data protection, confidentiality obligations, and necessary safeguards to protect personal information, while establishing clear rights and responsibilities for both the seller and purchaser under Irish jurisdiction.

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What is a Customer List Purchase Agreement?

The Customer List Purchase Agreement is essential for businesses engaging in the transfer of customer data in Ireland. This document is typically used when one company wishes to acquire customer information from another entity, whether as part of a larger business transaction or as a standalone purchase. It ensures compliance with Irish and EU data protection laws, particularly GDPR and the Data Protection Act 2018, while protecting both parties' interests. The agreement covers crucial aspects such as data accuracy, permitted usage, transfer mechanics, and ongoing obligations. It's particularly relevant in the current digital economy where customer data represents significant value but requires careful handling to meet regulatory requirements. The document should be used whenever customer lists are being sold or transferred between businesses operating under Irish jurisdiction, ensuring proper documentation of the transaction and compliance with all relevant legal obligations.

What sections should be included in a Customer List Purchase Agreement?

1. Parties: Identification of the seller and purchaser of the customer list

2. Background: Context of the transaction and brief description of the customer list being sold

3. Definitions and Interpretation: Key terms used in the agreement including 'Customer List', 'Personal Data', 'Transfer Date', etc.

4. Sale and Purchase: Core transaction terms including what is being sold and purchase price

5. Data Protection Compliance: GDPR and Data Protection Act compliance requirements, including data processing terms

6. Warranties and Representations: Seller's warranties regarding ownership, accuracy, and compliance of the customer list

7. Payment Terms: Payment amount, method, and timing details

8. Transfer Process: Mechanics of how the customer list will be transferred

9. Use Restrictions: Limitations on how the purchased customer list can be used

10. Confidentiality: Obligations to keep the transaction and customer information confidential

11. Indemnification: Parties' indemnification obligations for breaches or claims

12. Term and Termination: Duration of agreement and termination rights

13. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction for disputes

What sections are optional to include in a Customer List Purchase Agreement?

1. Transition Services: Include when seller will provide support services during transition period

2. Territory Restrictions: Include when use of the customer list is restricted to specific geographic areas

3. Non-Solicitation: Include when parties agree not to solicit each other's employees

4. Ongoing Access: Include when seller requires continued access to certain customer data

5. Data Updates: Include when seller will provide updates to the customer list for a period

6. Customer Notification: Include when specifying process for notifying customers of the transfer

7. Competing Business Restrictions: Include when there are restrictions on competing business activities

What schedules should be included in a Customer List Purchase Agreement?

1. Schedule 1 - Customer List Details: Detailed description of the customer list, including fields, number of records, and format

2. Schedule 2 - Purchase Price and Payment Terms: Detailed breakdown of purchase price, payment schedule, and any adjustments

3. Schedule 3 - Data Processing Requirements: Specific GDPR and data protection compliance requirements

4. Schedule 4 - Transfer Process: Technical specifications for the transfer of the customer list

5. Schedule 5 - Warranty Exceptions: Any specific exceptions to the warranties provided in the main agreement

6. Appendix A - Data Fields: List of all data fields included in the customer list

7. Appendix B - Security Requirements: Security measures required for handling and storing the customer list

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Purchase Agreement

Cost

Free to use

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