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Vendor Non Disclosure Agreement for Ireland

Vendor Non Disclosure Agreement Template for Ireland

This document is a comprehensive Non-Disclosure Agreement (NDA) designed for use with vendors and suppliers under Irish law. It establishes legally binding confidentiality obligations between a company and its vendors, protecting sensitive business information, trade secrets, and proprietary data. The agreement incorporates requirements under Irish legislation, including the European Union (Protection of Trade Secrets) Regulations 2018 and GDPR considerations where applicable. It provides detailed provisions for handling confidential information, permitted uses, security requirements, and remedies for breach, specifically tailored for vendor relationships in the Irish business context.

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What is a Vendor Non Disclosure Agreement?

The Vendor Non-Disclosure Agreement is essential when engaging third-party vendors or suppliers who will have access to confidential business information. This document should be used before sharing any sensitive information with potential or actual vendors, ensuring legal protection under Irish law. It covers various types of confidential information including trade secrets, proprietary technology, customer data, business strategies, and intellectual property. The agreement incorporates requirements from Irish legislation, including the European Union (Protection of Trade Secrets) Regulations 2018 and GDPR compliance where relevant. It is particularly important in vendor relationships where services involve access to sensitive systems, data, or business processes, providing clear guidelines for information handling and consequences of breach.

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

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the vendor), including full legal names and registered addresses

2. Background: Context of the relationship between parties and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Term', and other relevant definitions

4. Scope of Confidential Information: Detailed description of what constitutes confidential information, including examples specific to the business relationship

5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and security measures

6. Permitted Use and Disclosure: Specific circumstances under which confidential information may be used or disclosed, including vendor service delivery context

7. Security Measures: Required security measures for protecting confidential information, both physical and digital

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

9. Term and Survival: Duration 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 boilerplate clauses including governing law, jurisdiction, and entire agreement

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

1. Data Protection Compliance: Specific section for GDPR compliance when personal data is involved in the confidential information

2. Intellectual Property Rights: Additional provisions when confidential information includes IP rights or when IP might be created during the vendor relationship

3. Export Control: Include when confidential information may be subject to export control regulations

4. Competitive Activity Restrictions: Additional restrictions on vendor's competitive activities, if relevant to the business relationship

5. Third Party Rights: Section addressing rights of third parties under the Irish Contracts (Rights of Third Parties) Act, if applicable

6. Insurance Requirements: Specific insurance obligations for the vendor regarding confidential information protection

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

1. Schedule 1 - Description of Services: Detailed description of vendor services to provide context for permitted use of confidential information

2. Schedule 2 - Security Requirements: Specific technical and organizational security measures required for protecting confidential information

3. Schedule 3 - Authorized Representatives: List of authorized personnel from both parties who may access confidential information

4. Appendix A - Information Classification Guidelines: Guidelines for classification levels of confidential information and corresponding handling requirements

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

Financial Services

Healthcare

Manufacturing

Professional Services

Retail

Telecommunications

Pharmaceutical

Energy

Construction

Media and Entertainment

Education

Logistics

Consulting

Relevant Teams

Legal

Procurement

Information Security

Risk and Compliance

Information Technology

Operations

Finance

Supply Chain

Data Protection

Vendor Management

Relevant Roles

Procurement Manager

Vendor Relationship Manager

Legal Counsel

Contracts Manager

Chief Information Security Officer

Data Protection Officer

Supply Chain Manager

Chief Technology Officer

Chief Financial Officer

Operations Director

Project Manager

Risk Manager

Compliance Officer

IT Security Manager

Business Development 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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