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Software Non Disclosure Agreement for Ireland

Software Non Disclosure Agreement Template for Ireland

This document is a comprehensive Software Non-Disclosure Agreement (NDA) governed by Irish law, designed to protect confidential information related to software development, source code, algorithms, and associated intellectual property. It incorporates provisions compliant with Irish data protection legislation, including the Data Protection Act 2018, and the European Union (Trade Secrets) Regulations 2018. The agreement establishes robust confidentiality obligations, defines permitted uses of confidential information, and includes specific technical and organizational measures for protecting software-related intellectual property. It is particularly suited for technology companies, software developers, and businesses engaging in software development or licensing arrangements within the Irish jurisdiction.

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What is a Software Non Disclosure Agreement?

This Software Non Disclosure Agreement is essential for any business engagement involving the sharing of sensitive software-related information in Ireland. It should be used when parties need to exchange confidential information relating to software development, source code, algorithms, technical specifications, or other proprietary technology. The document is structured to comply with Irish legal requirements, including the Data Protection Act 2018 and Trade Secrets Regulations, while providing comprehensive protection for intellectual property and confidential information. It is particularly relevant for software development projects, technology partnerships, software licensing negotiations, and consulting arrangements where access to proprietary software information is required. The agreement includes specific provisions for technical data protection, permitted uses, and security measures tailored to software industry standards.

What sections should be included in a Software Non Disclosure Agreement?

1. Parties: Identification of the disclosing party and receiving party, including full legal names and registered addresses

2. Background: Context of the disclosure, including the purpose of sharing confidential information related to software

3. Definitions: Key terms including 'Confidential Information', 'Software', 'Intellectual Property Rights', 'Representatives', and 'Permitted Purpose'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, specifically relating to software, source code, algorithms, and related documentation

5. Obligations of Confidentiality: Core confidentiality obligations, including duty to maintain secrecy and prevent unauthorized access

6. Permitted Use and Disclosure: Circumstances under which the receiving party may use or disclose the confidential information

7. Security Measures: Required technical and organizational measures to protect confidential information

8. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination

9. Duration and Survival: Term of the agreement and which obligations survive termination

10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

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

What sections are optional to include in a Software Non Disclosure Agreement?

1. Source Code Protection: Additional provisions specifically for source code protection, used when source code access is part of the disclosure

2. Third Party Access: Provisions for allowing controlled access to third party contractors or consultants, used when third party involvement is anticipated

3. Data Protection Compliance: Specific GDPR and Data Protection Act compliance measures, used when personal data processing is involved

4. Cloud Storage Provisions: Special provisions for cloud-stored information, used when confidential information will be stored in cloud environments

5. Export Control: Provisions regarding international transfer of technology, used when parties are in different jurisdictions

6. Reverse Engineering Prohibition: Explicit prohibition of reverse engineering software, used when protecting proprietary software algorithms

What schedules should be included in a Software Non Disclosure Agreement?

1. Schedule 1 - Specified Purpose: Detailed description of the permitted purpose and scope of information sharing

2. Schedule 2 - Security Requirements: Specific technical and organizational security measures required

3. Schedule 3 - Authorized Representatives: List of individuals authorized to access confidential information

4. Appendix A - Categories of Confidential Information: Detailed categorization of types of confidential information covered

5. Appendix B - Approved Security Protocols: Specific security protocols and standards to be followed

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

Information Technology

Software Development

Technology Consulting

Cloud Computing

Cybersecurity

Financial Technology

Healthcare Technology

Gaming and Entertainment

E-commerce

Telecommunications

Enterprise Software

Relevant Teams

Legal

Information Technology

Software Development

Information Security

Compliance

Research and Development

Product Development

Quality Assurance

Solutions Architecture

Technical Operations

Intellectual Property

Relevant Roles

Chief Technology Officer

Software Development Manager

IT Director

Legal Counsel

Software Engineer

Product Manager

Systems Architect

Information Security Officer

Technology Consultant

Development Team Lead

Project Manager

Compliance Officer

Intellectual Property Manager

Technical Director

Software Quality Assurance Manager

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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