Non Disclosure Agreement between Business Partners - Word & PDF Template Form Pro · IE-law
✓ Valid in Ireland · drafted to comply with local law
Create your Non Disclosure Agreement between Business Partners - Word & PDF Template Form for use in Ireland. Answer a few plain-English questions and the document fills in automatically as you go — then download it in Word and PDF, ready to sign or share. This version has been professionally rewritten to comply with local law.
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MUTUAL NON-DISCLOSURE AGREEMENT
This Mutual Non-Disclosure Agreement (the ‘Agreement’) is made on the ________ for the express purpose of preventing the unauthorised use or disclosure of ‘Confidential Information’ by the Parties and to establish a relationship of confidence between them.
BETWEEN
________ (where a company, registered in Ireland under company registration number ________) (‘Party A’)
of
________
AND
________ (where a company, registered in Ireland under company registration number ________) (‘Party B’)
of
________
(each a ‘Party’ and together the ‘Parties’).
§1 BACKGROUND
1.1. Party A and Party B have entered into, or are considering entering into, business relations for the following purpose (the ‘Purpose’):
________
1.2. For the purposes of this Agreement, each Party intends to disclose to the other Party information which is of a proprietary and/or confidential nature.
1.3. Accordingly, each Party may assume the position of the Disclosing Party and the Recipient Party as defined below, and the obligations in this Agreement apply reciprocally.
1.4. The ‘Disclosing Party’ means the Party which makes available information of a proprietary, commercial or otherwise confidential nature to the other Party.
1.5. The ‘Recipient Party’ means the Party which receives or has access to information of a proprietary, commercial or otherwise confidential nature as a result of its dealings with the Disclosing Party.
1.6. The Recipient Party is permitted to receive, process and use information shared by the Disclosing Party only in connection with and for the purposes of the Purpose.
1.7. The Recipient Party acknowledges that it may acquire, use or add to information which is the property of the Disclosing Party for the purposes of carrying on the business relations between the Parties.
1.8. In signing this Agreement the Parties acknowledge their legal obligation to refrain from using or disclosing information, material or knowledge of a proprietary or confidential nature as defined below (‘Confidential Information’).
§2 DEFINITION OF ‘CONFIDENTIAL INFORMATION’
2.1. For the purposes of this Agreement, ‘Confidential Information’ shall include the following:
(1) Customer information: any knowledge, material or information regarding customers, including customer personal or non-personal data, such as customer names, customer contact information and customer purchase information, including the type and number of products or services purchased, leased or licensed.
(2) Business operations 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, vendor names and information.
(3) Accounting information: any knowledge, material or information pertaining to the Disclosing Party’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.
(4) Production processes information: any knowledge, material or information pertaining to the Disclosing Party’s processes and methods employed in the development, manufacturing and production of its products.
(5) Product information: any knowledge, material or information pertaining to the Disclosing Party’s products, including the design, specifications and models of current and future products.
(6) Services information: any knowledge, material or information pertaining to the Disclosing Party’s current and projected services.
(7) Marketing and development information: any knowledge, material or information pertaining to the Disclosing Party’s strategic business planning, including marketing plans, price projections, cost projections, methods of obtaining business, marketing methods, and existing or proposed bids.
2.2. The obligation to refrain from disclosure binds the Recipient Party irrespective of the form the communication of Confidential Information takes, whether written, recorded, electronic or orally expressed.
2.3. Communications and information comprising Confidential Information will, where practicable, be labelled or identified as such, but a failure so to label shall not deprive otherwise confidential information of its protected status under this Agreement.
2.4. Where any Confidential Information comprises personal data within the meaning of the General Data Protection Regulation (Regulation (EU) 2016/679) and the Data Protection Act 2018, each Party shall comply with its obligations under that legislation and shall process such personal data only to the extent necessary for the Purpose.
§3 EXCLUSIONS FROM ‘CONFIDENTIAL INFORMATION’
Confidential Information does not include the following:
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 known to the Recipient Party prior to its disclosure by the Disclosing Party.
3.3. Information that was independently developed by the Recipient Party without reference to the Confidential Information.
3.4. Information acquired by the Recipient Party through legitimate means from a third party who was lawfully entitled to disclose it free of any obligation of confidence.
3.5. Information that the Recipient Party has been authorised in writing by the Disclosing Party to disclose.
§4 REPRESENTATIONS
4.1. In disclosing Confidential Information as described above, the Disclosing Party makes no representation or warranty, whether express or implied, as to the accuracy, completeness, adequacy or freedom from intellectual property infringement of such information.
§5 OBLIGATIONS OF THE RECIPIENT PARTY
5.1. The Recipient Party undertakes to refrain from disclosing, disseminating or publishing any Confidential Information to any third party and to maintain Confidential Information in the strictest confidence.
5.2. Permitted recipients are exclusive of any prohibition where they are employees or professional advisers of the Recipient Party who require the information to perform functions related to the Purpose.
5.3. The Recipient Party agrees to take measures to ensure that any employees or professional advisers made aware of Confidential Information are bound by a duty of confidence to the Disclosing Party no less onerous than that set out in this Agreement.
5.4. The Recipient Party undertakes to refrain from using any Confidential Information for any reason other than the Purpose, unless otherwise authorised in writing by the Disclosing Party.
5.5. The Recipient Party agrees to maintain Confidential Information in a safe and secure location, whether physical or electronic, and to take all reasonable measures to prevent its unlawful acquisition by third parties.
§6 RESERVATIONS
6.1. Nothing in this Agreement shall prevent the Recipient Party from disclosing information to lawful and competent authorities where required by law, by an order of a court of competent jurisdiction or by any regulatory authority of competent jurisdiction.
6.2. The Recipient Party may disclose Confidential Information to its agents, employees, representatives and advisers where necessary for the Purpose, provided that those persons are equally bound by a duty of confidence operating in respect of the Recipient Party.
6.3. Confidential Information may only be shared with agents, employees, representatives and advisers where the following protocols are observed:
________
§7 NO TRANSFER OF RIGHTS OR LICENCE
7.1. Nothing in this Agreement shall be construed as granting or conferring upon the Recipient Party, whether expressly or by implication, any right, title, licence or interest in or to any Confidential Information, or in any patent, copyright, trade mark, trade secret or other intellectual property right of the Disclosing Party.
7.2. All Confidential Information disclosed under this Agreement shall remain the sole and exclusive property of the Disclosing Party, and the disclosure of such information to the Recipient Party shall not create any obligation on the part of the Disclosing Party to enter into any further agreement or business relationship with the Recipient Party.
§8 DURATION OF AGREEMENT
8.1. This Agreement shall take effect on the date first set out above and shall continue in force until terminated by either Party giving not less than ________ written notice to the other.
8.2. Notwithstanding any termination of this Agreement, the obligations of confidentiality and non-use set out herein shall survive and continue to bind the Parties in respect of all Confidential Information disclosed prior to such termination, for so long as the relevant information retains the character of Confidential Information.
§9 DISPUTE RESOLUTION
9.1. The Parties agree that any dispute regarding the interpretation or performance of this Agreement will be dealt with in the following manner:
________
9.2. In the event that the Parties are unable to resolve the dispute between them within ________ of the dispute arising, the dispute shall be referred to and finally determined by the courts of Ireland, and, where appropriate, by the Commercial List of the High Court of Ireland, to whose exclusive jurisdiction the Parties irrevocably submit, save that nothing in this clause shall prevent a Party from seeking urgent injunctive or other interlocutory relief.
§10 SEVERABILITY
10.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be given effect in line with the Parties’ intentions.
§11 REMEDIES
11.1. The Parties acknowledge that any unauthorised use or disclosure of Confidential Information may cause significant and irreparable harm to the Disclosing Party, for which financial damages would be an inadequate remedy.
11.2. In the event of a breach or threatened breach, the Disclosing Party shall be entitled to pursue all remedies available to it under law and in equity, including, without limitation, specific performance, injunctive relief and other equitable relief, in addition to damages.
§12 ASSIGNMENT
12.1. This Agreement may be assigned only in the following circumstances and pursuant to the following conditions:
________
12.2. Save as expressly permitted under clause 12.1, neither Party may assign, transfer, charge or otherwise deal with this Agreement or any of its rights or obligations without the prior written consent of the other Party.
§13 MODIFICATION
13.1. This Agreement may be modified only with the written agreement of both Parties. Any amendment to this Agreement must be executed in the following manner:
________
§14 NOTICES
14.1. In the event that the Recipient Party loses or inadvertently allows the unauthorised disclosure of Confidential Information to a third party, it must take immediate steps to recover the lost or misappropriated information and notify the Disclosing Party in the following manner:
________
14.2. In the event that the Recipient Party is required by law to divulge Confidential Information to a lawful authority, it must, to the extent legally permitted, notify the Disclosing Party in the following manner:
________
14.3. Notice will be deemed to be delivered when hand delivered to the addressee, when delivered by an agent of the sending Party, or seven (7) days after being placed in the post, prepaid and addressed to the relevant Party at the following address:
________
§15 GOVERNING LAW
15.1. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Ireland.
§16 ENTIRE AGREEMENT
16.1. This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior discussions, representations, understandings and agreements, whether oral or written, in respect of that subject matter.
16.2. No term of this Agreement is intended to confer any benefit on, or be enforceable by, any person who is not a party to it.
§17 DECLARATION
17.1. The Parties acknowledge that this Agreement is complete, legally binding and enforceable.
17.2. The Parties acknowledge that this Agreement is fair, reasonable and necessary to safeguard the legitimate business interests of the Parties.
17.3. In signing 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 written above.
SIGNED for and on behalf of Party A:
___________________________
________
Name of signatory: ________
Position: ________
Date: ________
Witness signature: ___________________________
Witness name: ________
Witness address: ________
SIGNED for and on behalf of Party B:
___________________________
________
Name of signatory: ________
Position: ________
Date: ________
Witness signature: ___________________________
Witness name: ________
Witness address: ________
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