Employer to Employee Non Disclosure Agreement - Form Pro · IE-law
✓ Valid in Ireland · drafted to comply with local law
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EMPLOYEE CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS NON-DISCLOSURE AGREEMENT (hereinafter referred to as "the Agreement") is made on ________.
BETWEEN:
(1) ________, a company incorporated in Ireland under the Companies Act 2014 (registered number ________) having its registered office at ________, represented for the purposes of this Agreement by ________ (hereinafter referred to as "the Employer"); and
(2) ________, of ________ (hereinafter referred to as "the Employee").
The Employer and the Employee are together referred to as "the Parties" and each individually as a "Party".
§ 1. BACKGROUND
1.1. The Employee is employed by the Employer in the role of ________ pursuant to a Contract of Employment entered into between the Parties on ________ ("the Contract of Employment").
1.2. In the course of their employment, the Employee will be exposed to, receive, or develop sensitive and proprietary information that is the property of the Employer and which represents commercial value to the Employer.
1.3. By executing this Agreement, the Employee acknowledges their legal obligation to refrain from disclosing information, material, or knowledge of a proprietary or confidential nature, as defined below (hereinafter "Confidential Information").
1.4. This Agreement is entered into in consideration of, and as an integral term of, the Contract of Employment between the Employer and the Employee dated ________, the sufficiency of which consideration the Parties acknowledge.
§ 2. DEFINITION OF CONFIDENTIAL INFORMATION
For the purposes of this Agreement, "Confidential Information" shall include, without limitation, the following:
2.2. Business Operational and Financial Information: any knowledge, material, or information regarding business assets and liabilities, internal services or operations, internal systems for managing and conducting business, business contacts, and vendor names and information.
2.3. Accounting Information: any knowledge, material, or information pertaining to the Employer's accounts and financial status, including all financial statements, balance sheets, annual reports, profit and loss reports, payroll, accounts receivable, information regarding fixed costs, and business and/or financial projections.
2.4. Production Processes Information: any knowledge, material, or information pertaining to the Employer's processes and methods employed in the development, manufacture, and production of its products, including equipment, devices, designs, and programs.
2.5. Product Information: any knowledge, material, or information pertaining to the Employer's products, including the design, specifications, and models of current and future products.
2.6. Services Information: any knowledge, material, or information pertaining to the Employer's current and projected services.
2.7. Marketing and Development Information: any knowledge, material, or information pertaining to the Employer's strategic business planning, including marketing plans, price projections, cost projections, methods of obtaining business, marketing methods, and existing or proposed bids.
2.9. The obligation to refrain from disclosure binds the Employee irrespective of the form in which Confidential Information is communicated, whether written, recorded, electronic, or orally expressed.
2.10. Communications and information comprising Confidential Information may, but need not, be labelled as such, and the absence of any such label shall not deprive information of its confidential character where it otherwise falls within this § 2.
§ 3. EXCLUSIONS FROM CONFIDENTIAL INFORMATION
Confidential Information does not include:
3.1. information that is, or becomes, part of the public domain otherwise than through a breach of this Agreement;
3.2. information that was lawfully known to the Employee prior to its disclosure by the Employer;
3.3. information acquired by the Employee through legitimate means independent of the Employer and without breach of any obligation of confidence;
3.4. information that the Employee has been expressly authorised by the Employer in writing to disclose; and
3.5. information that the Employee is required to disclose by law, by any court of competent jurisdiction, or by any competent regulatory authority, provided that the Employee shall (where lawfully permitted) give the Employer prompt prior written notice of such requirement. Nothing in this Agreement shall prevent the Employee from making a protected disclosure within the meaning of the Protected Disclosures Act 2014.
§ 4. REPRESENTATIONS
4.1. In disclosing Confidential Information as described above, the Employer makes no representation or warranty, whether express or implied, as to its completeness, adequacy, or freedom from intellectual property infringement.
§ 5. OBLIGATIONS OF NON-DISCLOSURE
5.1. The Employee undertakes to refrain from disclosing, disseminating, or publishing any Confidential Information to any third party, including family and friends, and to maintain Confidential Information in the strictest confidence.
5.2. The Employee shall refrain from making any public comment, statement, or communication in respect of the Confidential Information or the affairs of the Employer without the express written authorisation of the Employer.
5.3. In the event that the Employee becomes aware of any actual or potential unauthorised use or disclosure of Confidential Information, they shall immediately notify the Employer of the breach and take all reasonable measures, in collaboration with the Employer, to recover possession of such information or material and to mitigate the effects of the breach.
5.4. The Employee agrees to maintain Confidential Information in a safe and secure location, whether physical or electronic, and to take all necessary measures to avoid its unauthorised disclosure or acquisition.
5.5. The Employee submits to periodic reviews by the Employer of any data protection and cyber security systems under the Employee's control for the purpose of identifying risks to information security, such reviews to be conducted in a manner consistent with the Employee's rights under applicable law.
5.6. The Employee agrees to return or, at the Employer's direction, securely destroy any Confidential Information in their possession or control upon the request of the Employer, or upon the expiry or termination of the Contract of Employment for any reason. This obligation extends to any material connected with or derived from the Confidential Information defined herein, including original versions, reproductions, outlines, analyses, and comment thereon.
§ 6. NON-COMPETE OBLIGATIONS
6.1. The Employer does not, by virtue of this Agreement, subject the Employee to any non-compete or non-solicitation obligation. Any such obligation, if applicable, is governed exclusively by the Contract of Employment.
§ 7. OWNERSHIP AND TITLE
7.1. Nothing in this Agreement grants the Employee any proprietary interest (whether by way of trademark, copyright, patent, or otherwise) in the information disclosed, nor any licence in respect thereof.
7.2. By executing this Agreement, the Employee acknowledges that all interests, rights, and title associated with the Confidential Information remain the exclusive property of the Employer.
7.3. Nothing in this Agreement shall be construed as establishing a partnership or joint venture between the Parties, the relationship between them being that of employer and employee.
7.4. The Employee derives no financial or equitable right or interest as a consequence of this Agreement, or of their creation of any Confidential Information having proprietary or commercial value. The consideration for the Employee's efforts is as defined in the Contract of Employment.
§ 8. DATA PROTECTION
8.1. The Employee shall, at all times, comply with the Data Protection Act 2018 and Regulation (EU) 2016/679 (the General Data Protection Regulation) in respect of any personal data processed in the course of their employment, and shall process such data only on the documented instructions of the Employer and for the purposes for which it was provided.
§ 9. GOVERNING LAW AND JURISDICTION
9.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of Ireland.
9.2. The Parties irrevocably submit to the exclusive jurisdiction of the courts of Ireland in respect of any dispute or matter arising out of or in connection with this Agreement.
9.3. This Agreement constitutes the entire agreement between the Parties in respect of its subject matter and supersedes all prior negotiations, representations, or understandings, whether written or oral, save for the Contract of Employment between the Parties, which shall be read together with this Agreement.
§ 10. DURATION
10.1. The obligations defined in this Agreement bind the Employee for a period of ________ (________) months measured from the date on which this Agreement comes into effect, namely ________. The duration of the non-disclosure obligations is unaffected by the Employee's employment status, such that if the Employee ceases to be engaged by the Employer before the expiry of the said ________ (________) months, they remain bound by the duties set out herein. The Employee acknowledges that obligations in respect of trade secrets continue for so long as the relevant information retains the character of a trade secret.
§ 11. SEVERABILITY
11.1. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not be affected, and the Parties shall give effect to such provisions in a manner consistent with their original intentions.
§ 12. REMEDIES
12.1. The Parties acknowledge that any unauthorised disclosure of Confidential Information may cause significant and irreparable harm to the Employer, for which financial damages would be an inadequate remedy.
12.2. In the event of any unauthorised use, publication, or sale of Confidential Information by the Employee, the Contract of Employment may, subject to the Employer's compliance with applicable employment law and fair procedures, be terminable at the Employer's instance.
12.3. In the event of a breach or threatened breach, the Employer shall be entitled to pursue all remedies available to it at law or in equity, including but not limited to specific performance, injunctive relief, and damages, without prejudice to any other right or remedy.
§ 13. DISPUTE RESOLUTION
13.1. Any dispute pertaining to the use, possession, or disclosure of Confidential Information, or otherwise connected with this Agreement, arising between the Parties shall in the first instance be processed through the Employer's internal dispute resolution mechanism.
13.2. The process for internal dispute resolution shall be as follows:
________
13.3. Nothing in this § 13 shall prevent either Party from applying to the courts of Ireland for urgent interlocutory or injunctive relief, nor shall it limit the Employee's right to refer any employment-related dispute to the Workplace Relations Commission where applicable.
§ 14. DECLARATION
14.1. The Parties acknowledge that this Agreement is complete, legally binding, and enforceable, effective as of the date of signing, namely ________.
14.2. The Parties acknowledge that this Agreement is fair, reasonable, and necessary to safeguard the legitimate business interests of the Employer.
14.3. By executing this Agreement, the Parties undertake to be wholly bound by its terms.
IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above written.
______________________
Signed by ________
Job title: ________
duly authorised signatory for and on behalf of ________
(the Employer)
Date: ________
In the presence of (witness):
Witness signature: ______________________
Witness name: ________
Witness address: ________
_________________________
Signed by ________
(the Employee)
Date: ________
In the presence of (witness):
Witness signature: ______________________
Witness name: ________
Witness address: ________
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