The NDA For Suppliers is essential when companies need to share sensitive business information with their suppliers during business relationships or potential engagements. This document, governed by Irish law, provides comprehensive protection for confidential information, trade secrets, and proprietary data shared in supplier relationships. It incorporates requirements from Irish and EU legislation, including the EU Trade Secrets Directive and GDPR where applicable. The agreement is particularly important for businesses operating in Ireland that need to maintain control over their confidential information while working with external suppliers, contractors, or service providers. It includes specific provisions for information handling, security measures, and breach remedies tailored to the Irish legal framework.
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1. Parties: Identification of the disclosing party (company) and receiving party (supplier), including full legal names and registered addresses
2. Background: Context of the relationship between parties and purpose of sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Representatives'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and security measures
6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or as required by law
7. Term and Survival: Duration of the agreement and which obligations survive termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR
2. International Transfer Provisions: Needed when supplier is located outside Ireland or EEA
3. Intellectual Property Rights: Required when confidential information includes IP or when development work is contemplated
4. Non-Solicitation: Optional restriction on soliciting employees or customers, if relevant to the supplier relationship
5. Residual Knowledge: Optional clause addressing use of non-confidential general knowledge retained by supplier
6. Force Majeure: Optional protection for breach due to circumstances beyond reasonable control
7. Insurance Requirements: Optional section requiring supplier to maintain specific insurance coverage
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information
3. Schedule 3 - Security Measures: Specific security protocols and measures required for protecting confidential information
4. Appendix A - Form of Confidentiality Undertaking: Template confidentiality agreement for representatives of the supplier
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Manufacturing
Professional Services
Healthcare
Financial Services
Retail
Construction
Energy
Telecommunications
Pharmaceuticals
Food and Beverage
Automotive
Aerospace
Consulting
Research and Development
Relevant Teams
Legal
Procurement
Supply Chain
Operations
Risk and Compliance
Finance
Information Technology
Research and Development
Product Development
Business Development
Commercial Operations
Relevant Roles
Procurement Manager
Legal Counsel
Supply Chain Director
Vendor Manager
Commercial Director
Contract Manager
Chief Operating Officer
Purchasing Officer
Risk Manager
Compliance Officer
General Counsel
Business Development Manager
Project Manager
Operations Manager
Chief Financial Officer
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