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NDA Subcontractor for Ireland

NDA Subcontractor Template for Ireland

This document is a Non-Disclosure Agreement (NDA) specifically designed for subcontractor relationships under Irish law. It provides comprehensive protection for confidential information shared with subcontractors while ensuring compliance with Irish legal requirements, including GDPR and trade secrets legislation. The agreement incorporates specific provisions for data protection, security measures, and confidentiality obligations tailored to the subcontractor context, while maintaining enforceability under Irish jurisdiction. It addresses both general confidentiality requirements and specific obligations related to the handling of sensitive business information in a subcontractor relationship.

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What is a NDA Subcontractor?

The NDA Subcontractor agreement is essential for businesses operating in Ireland that engage subcontractors and need to protect their confidential information, trade secrets, and sensitive data. This document is specifically designed to address the unique aspects of subcontractor relationships where access to proprietary information is required for project execution. It ensures compliance with Irish law, including the Data Protection Act 2018, GDPR requirements, and the European Union (Protection of Trade Secrets) Regulations 2018. The agreement is particularly relevant when subcontractors need access to sensitive business information, technical specifications, client data, or proprietary processes, and provides mechanisms for protecting such information during and after the subcontractor engagement.

What sections should be included in a NDA Subcontractor?

1. Parties: Identifies the disclosing party, receiving party (subcontractor), and any relevant parent companies or affiliates

2. Background: Sets out the context of the subcontractor relationship and purpose of sharing confidential information

3. Definitions: Defines key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Trade Secrets'

4. Scope of Confidentiality: Details what information is considered confidential and exclusions from confidentiality obligations

5. Obligations of the Subcontractor: Sets out the specific duties and standards of care required in handling confidential information

6. Permitted Disclosures: Specifies circumstances under which confidential information may be shared and with whom

7. Data Protection: Addresses GDPR compliance and data protection obligations

8. Security Measures: Specifies required security measures for protecting confidential information

9. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

10. Duration and Survival: Specifies the term of the agreement and which provisions survive termination

11. Breach and Remedies: Details consequences of breach and available remedies including injunctive relief

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

What sections are optional to include in a NDA Subcontractor?

1. Intellectual Property Rights: Additional provisions protecting IP rights when confidential information includes IP - use when sharing technical information or trade secrets

2. Non-Competition: Restrictions on competitive activities - include when subcontractor could potentially compete with the business

3. Non-Solicitation: Prevents poaching of employees or clients - use when subcontractor has access to employee or client information

4. Audit Rights: Rights to audit subcontractor's compliance - include for high-risk or regulated industries

5. Insurance Requirements: Specific insurance requirements for subcontractor - use when handling particularly sensitive information

6. Assignment and Subcontracting: Controls on further subcontracting - include when there's risk of unauthorized delegation

7. Data Processing Terms: Detailed data processing obligations - include when substantial personal data processing is involved

What schedules should be included in a NDA Subcontractor?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Permitted Purpose: Detailed description of the authorized purposes for using confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols required for handling confidential information

4. Schedule 4 - Authorized Representatives: List of individuals authorized to receive and handle confidential information

5. Appendix A - Data Processing Details: Details of any data processing activities including categories of data and processing purposes

6. Appendix B - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information

Authors

Alex Denne

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

Jurisdiction

Ireland

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions








































Clauses




























Relevant Industries

Technology

Construction

Financial Services

Healthcare

Manufacturing

Professional Services

Telecommunications

Research & Development

Pharmaceutical

Energy

Defense

Software Development

Engineering

Consulting

Relevant Teams

Legal

Procurement

Human Resources

Information Security

Compliance

Operations

Project Management

Risk Management

Supply Chain

Vendor Management

Information Technology

Research & Development

Business Development

Relevant Roles

Procurement Manager

Legal Counsel

Project Manager

Contract Manager

Operations Director

Human Resources Manager

Information Security Officer

Data Protection Officer

Chief Technology Officer

Vendor Management Specialist

Supply Chain Manager

Compliance Officer

Risk Manager

Business Development Manager

Department Head

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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