Accurate
Country-specific legal content
Drafted with legal expertise for each jurisdiction, far more thorough than AI-generated drafts that copy generic clauses across borders.
BusinessIE
Non-Disclosure Agreement (NDA) Template (Ireland)
A non-disclosure agreement (NDA) keeps sensitive business information out of the wrong hands. Our free Irish NDA template supports unilateral and mutual arrangements, drafted for enforceability under Irish contract law, the equitable doctrine of breach of confidence, and the European Union (Protection of Trade Secrets) Regulations 2018.
Free to useInstant PDFNo account required
PDF (free) + editable Word (.docx) with Expert
NON-DISCLOSURE AGREEMENT
DISCLOSING PARTY
Emerald Tech Solutions Ltd.
12 Grand Canal Quay, Dublin 2, D02 HH90
By: Aoife Ní Bhriain, Chief Executive Officer
RECEIVING PARTY
Shannon Ventures Ltd.
8 Limerick Business Park, Limerick, V94 XY12
By: Ciarán O'Sullivan, Managing Director
Effective: 1 April 2026
MandA / Business Acquisition · Duration: two (2) years
This Non-Disclosure Agreement ("Agreement") is entered into as of 1 April 2026 by and between Emerald Tech Solutions Ltd. ("Disclosing Party") and Shannon Ventures Ltd. ("Receiving Party"). The parties agree as follows:
1.
PURPOSE
The parties wish to explore a potential merger, acquisition or business combination. In connection therewith, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party solely for the evaluation and pursuit of that purpose (the "Permitted Purpose").
2.
CONFIDENTIAL INFORMATION
"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form or medium, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, financial data, technical specifications, customer lists, pricing, personnel data, and proprietary methods. Information constituting a Trade Secret under the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188/2018) is separately protected under clause 5 below.
3.
OBLIGATIONS OF RECEIVING PARTY
Shannon Ventures Ltd. agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent of Emerald Tech Solutions Ltd.; (c) use Confidential Information solely for the Permitted Purpose; (d) protect Confidential Information using at least the same degree of care used to protect its own most sensitive information, but in no event less than reasonable care; and (e) restrict access to Confidential Information to those employees, agents or professional advisers who have a need to know and who are bound by obligations of confidentiality no less protective than those set out in this Agreement.
4.
STANDARD EXCLUSIONS
This Agreement does not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure, as evidenced by written records predating the date of disclosure; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information; or (d) is required to be disclosed by applicable law, court order or regulatory requirement, provided that the Receiving Party provides prompt prior written notice of such requirement and reasonably cooperates in seeking a protective order or equivalent remedy.
5.
TERM
This Agreement shall remain in effect for two (2) years from the Effective Date, after which the obligations of confidentiality with respect to general Confidential Information shall expire. Notwithstanding the foregoing, information constituting a trade secret under the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188/2018) shall remain protected for as long as it retains trade secret status, regardless of the expiry or termination of this Agreement.
6.
RETURN OR DESTRUCTION
Upon written request by Emerald Tech Solutions Ltd., or upon the expiry or termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information in its possession, including all copies, extracts and derivatives thereof, and shall provide written certification of such return or destruction upon request.
7.
REMEDIES
The parties acknowledge that any breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek interlocutory, permanent or other equitable relief from the courts of Ireland, including the Commercial Court, without the necessity of posting security, proving actual damages or demonstrating that damages would be an inadequate remedy, under the inherent jurisdiction of the Irish courts and the principles established in American Cyanamid Co v Ethicon Ltd [1975] AC 396 as applied in Ireland. The Disclosing Party may, in appropriate cases, apply to the High Court for: (i) a Mareva (asset-freezing) injunction to prevent dissipation of assets pending trial; (ii) an Anton Piller (search and seizure) order permitting entry to the Receiving Party's premises to preserve evidence of breach; and (iii) corrective measures, destruction orders, and seizure of infringing materials under Regulation 14 of the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188/2018) where the breach involves a trade secret. Court proceedings relating to a trade secret shall be subject to the confidentiality protections in Regulation 15 of the 2018 Regulations, including restricted access to hearings and pleadings. In any proceedings to enforce this Agreement, the successful party shall be entitled to recover its reasonable legal costs and disbursements on a solicitor-and-own-client basis from the unsuccessful party.
8.
COMPLIANCE AUDIT RIGHTS
On not less than fourteen (14) days' prior written notice and during normal business hours, the Disclosing Party (or an independent third-party auditor reasonably acceptable to both parties and bound by equivalent confidentiality obligations) shall be entitled to inspect the Receiving Party's records, systems and premises to verify compliance with this Agreement. The Receiving Party shall provide reasonable cooperation. The audit shall not be conducted more than once in any twelve (12) month period unless a reasonably suspected breach is being investigated. The Disclosing Party shall bear the cost of the audit, save that if a material breach is identified, the Receiving Party shall reimburse the reasonable costs of the audit in addition to all other remedies available under this Agreement.
9.
NON-SOLICITATION
During the term of this Agreement and for a period of twelve (12) months thereafter, neither party shall, directly or indirectly, solicit, recruit, induce or attempt to solicit any employee, independent contractor or consultant of the other party with whom it had contact or became aware of in connection with this Agreement, without prior written consent. Irish courts assess the enforceability of such restrictions by reference to whether they are no wider than reasonably necessary to protect a legitimate business interest (see Murgitroyd and Company Ltd v Purdy [2005] IEHC 159); this provision is intended to be reasonable in all respects.
10.
NON-CIRCUMVENTION
During the term of this Agreement and for a period of twelve (12) months thereafter, the Receiving Party shall not, directly or indirectly, attempt to bypass or circumvent the Disclosing Party by initiating or entering into any commercial relationship, transaction, agreement, joint venture or other arrangement with any client, customer, supplier, investor, target company or other third party whose identity has been disclosed to the Receiving Party by the Disclosing Party in connection with the Permitted Purpose, without the prior written consent of the Disclosing Party. This restriction is limited to those third parties first introduced to the Receiving Party by the Disclosing Party under this Agreement and is intended to be no wider than reasonably necessary to protect the Disclosing Party's legitimate business interests.
11.
TRADE SECRET PROTECTION
Information constituting a trade secret within the meaning of Article 2 of Directive (EU) 2016/943 and the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188/2018) shall remain protected indefinitely, irrespective of the expiry of the general confidentiality term set out in Clause 5. The parties expressly identify the following categories as Trade Secrets for the purposes of this Agreement:
Proprietary AI inference algorithms; customer pipeline database structure and weights; supplier pricing matrix; pre-launch product roadmap.
The Receiving Party acknowledges that unauthorised acquisition, use or disclosure of such trade secrets constitutes an unlawful act entitling the Disclosing Party to the full range of remedies available under the 2018 Regulations, including injunctions, damages, seizure of infringing goods, destruction orders, and publication of the judgment. The parties confirm that they will take reasonable steps to maintain the secrecy of such information, including marking, restricted access and contractual protections, as required by Article 2(1)(c) of Directive (EU) 2016/943.
Proprietary AI inference algorithms; customer pipeline database structure and weights; supplier pricing matrix; pre-launch product roadmap.
The Receiving Party acknowledges that unauthorised acquisition, use or disclosure of such trade secrets constitutes an unlawful act entitling the Disclosing Party to the full range of remedies available under the 2018 Regulations, including injunctions, damages, seizure of infringing goods, destruction orders, and publication of the judgment. The parties confirm that they will take reasonable steps to maintain the secrecy of such information, including marking, restricted access and contractual protections, as required by Article 2(1)(c) of Directive (EU) 2016/943.
12.
PERSONAL DATA AND GDPR
Where Confidential Information includes personal data within the meaning of Article 4(1) of Regulation (EU) 2016/679 (the "GDPR") and the Data Protection Act 2018, the Receiving Party shall: (a) process such personal data only on the documented instructions of the Disclosing Party and solely for the Permitted Purpose; (b) ensure that persons authorised to process the personal data are bound by an obligation of confidentiality; (c) implement appropriate technical and organisational measures under Article 32 GDPR to safeguard the personal data, including encryption at rest and in transit where reasonably practicable; (d) not transfer personal data outside the European Economic Area without an appropriate transfer mechanism under Chapter V GDPR; (e) notify the Disclosing Party without undue delay of any personal data breach of which it becomes aware; and (f) on expiry or termination of this Agreement, return or delete all personal data and copies thereof, save where retention is required by Irish or EU law. The parties acknowledge that where regular or sustained processing is contemplated, a separate Article 28 GDPR Data Processing Agreement shall be executed to supplement this clause. The Data Protection Commission established under section 9 of the Data Protection Act 2018 is the supervisory authority.
13.
AI TRAINING AND GENERATIVE AI PROHIBITION
The Receiving Party shall not, and shall procure that none of its employees, agents, contractors or professional advisers shall, input, upload, transmit or otherwise expose any Confidential Information to any generative or general-purpose artificial intelligence system (including, without limitation, large language models, code-generation assistants, document summarisation services, image-generation models or other machine-learning systems) operated by a third party whose terms of service permit the retention, indexing, fine-tuning or use of input data for model training, benchmarking or other secondary purposes, without the prior written consent of the Disclosing Party. This prohibition applies whether the Confidential Information is provided in the form of a prompt, a fine-tuning dataset, a retrieval-augmented generation source, an embedded vector, or otherwise. The Receiving Party may use AI systems operated under enterprise terms that contractually exclude retention and training use, provided that the Receiving Party retains documentary evidence of such terms and produces it on request. Breach of this clause shall be treated as a material breach of this Agreement and triggers the full remedies set out in Clauses 7 and 8 above.
14.
RESPONSIBLE AI USE
Where the Receiving Party processes the Confidential Information using artificial intelligence systems for any purpose connected with the Permitted Purpose, the Receiving Party warrants that: (a) such systems comply with the EU AI Act (Regulation (EU) 2024/1689), including the prohibitions in Article 5 and, where applicable, the high-risk-system obligations in Title III and Annex III; (b) such systems comply with the Irish Regulation of Artificial Intelligence Bill 2026 once enacted, and with any guidance issued by the AI Office of Ireland or other designated national competent authority; (c) where the AI system makes or materially supports a decision that produces legal or similarly significant effects concerning the Disclosing Party or its personnel, the Receiving Party shall provide meaningful human oversight in accordance with Article 14 of the AI Act and shall, on request, provide a written description of the logic involved; and (d) the Receiving Party shall maintain reasonable records of AI use sufficient to demonstrate compliance with this clause and the audit framework in Article 12 of the AI Act. The Disclosing Party may, on no less than thirty (30) days' written notice, request a written confirmation of compliance with this clause.
15.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of Ireland, without regard to conflict of laws principles. The exclusive jurisdiction and venue for any dispute under this Agreement shall be the High Court, Dublin, and each party hereby submits to the jurisdiction of such court. Any claim arising out of or relating to this Agreement must be commenced within six (6) years of the date the cause of action accrued (or, in the case of latent damage, from the date of knowledge), in accordance with the Statute of Limitations 1957 (as amended). Trade secret protections continue independently of this limitation period for so long as the information retains trade secret status under S.I. No. 188/2018.
16.
ELECTRONIC EXECUTION
This Agreement may be executed electronically. Electronic signatures are valid and enforceable under the Electronic Commerce Act 2000 (s. 13) and EU Regulation No 910/2014 (eIDAS), and each electronic signature shall have the same legal effect as a handwritten signature.
17.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings. Amendment: No amendment shall be valid unless in writing and signed by both parties. Severability: If any provision is found unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force. Waiver: Failure to enforce any provision shall not constitute a waiver of any future enforcement right. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
DISCLOSING PARTY
Aoife Ní Bhriain
Chief Executive Officer
Emerald Tech Solutions Ltd.
Date: ____________________
RECEIVING PARTY
Ciarán O'Sullivan
Managing Director
Shannon Ventures Ltd.
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Non-Disclosure Agreement?
A non-disclosure agreement, also called a confidentiality agreement, is a contract in which one or more parties commit not to disclose or misuse confidential information shared during a commercial relationship. It defines what counts as confidential, the permitted purpose, the obligations of the receiving party, the duration of the obligations, and the remedies available if confidentiality is breached.
In Ireland, NDAs draw on three overlapping sources of protection. First, ordinary contract law, which makes the written obligations enforceable. Second, the equitable doctrine of breach of confidence recognised by the Irish courts (House of Spring Gardens Ltd v Point Blank Ltd [1984] IR 611), which imposes duties of confidence even without a written agreement. Third, the European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188/2018), which transpose EU Directive 2016/943 and provide specific civil remedies, including injunctions, damages and corrective measures.
NDAs are used across every sector — technology firms in Dublin protecting software source code, life-science companies safeguarding clinical data, manufacturers guarding design files, and professional services firms exchanging commercially sensitive documents during a potential transaction. The template supports unilateral (one-way) and mutual (two-way) configurations to match the direction of disclosure.
What's Covered in This Template
The NDA template includes every clause expected in an Irish confidentiality agreement and several Expert-level protections.
Party Details
Legal names, CRO numbers, registered offices and Eircodes of disclosing and receiving parties.
Definition of Confidential Information
Broad definition covering written, oral, electronic and observed information.
Purpose of Disclosure
The permitted purpose for which the information may be used.
Obligations of the Receiving Party
Duties of secrecy, safeguarding and restricted internal access.
Permitted Disclosures
Carve-outs for professional advisers, employees on a need-to-know basis, and required by law.
Standard Exclusions
Information that is public, independently developed, or lawfully obtained.
Duration and Territory
Term of the obligations and the geographic scope of protection.
Return or Destruction
Return or certified destruction of confidential materials on request.
Remedies and Injunctions
Damages and equitable remedies under the 2018 Regulations.
Unilateral or Mutual Option
Configurable one-way or two-way NDA.
Non-Solicitation (optional)
Expert clause preventing solicitation of staff and clients.
Governing Law and Jurisdiction
Ireland as governing law and the Irish courts as the forum.
How to Create an NDA
Complete the form to produce a clean, enforceable Irish NDA in minutes.
- 1
Choose Unilateral or Mutual
Unilateral when only one party is disclosing, mutual when both parties exchange information.
- 2
Enter Party Details
Provide legal names, registered addresses, Eircodes, and CRO numbers for each party.
- 3
Define the Confidential Information and Purpose
Describe the categories protected and the permitted purpose of disclosure.
- 4
Set the Term
Choose a duration, typically two to five years for general commercial information, indefinite for trade secrets.
- 5
Review and Download
Review the terms, confirm Irish governing law, and download the signed-ready PDF.
Why Doxuno documents are different
Four things that make our templates more thorough than AI-generated drafts and more current than static template libraries.
Always current
Always current with the law
Templates carrying statute references are continuously updated as the law changes. Your document always reflects the current legal framework.
Free PDF
Print-ready PDF
Free to download. Vector text, embedded fonts, statute citations baked in. Print, sign, file. Ready for any signing flow including electronic signature.
Word · .docx
Editable Word (.docx)
Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.
Requires Expert one-time unlock or any paid Doxuno subscription.
Legal Considerations in Ireland
Irish NDAs benefit from a layered framework of contract law, equity, and statutory trade-secret protection.
This template is for information only and is not legal advice. For high-value transactions, pre-IPO disclosures or cross-border engagements, consult an Irish solicitor.
Drafted for Irish law
Breach of Confidence in Equity
Irish courts recognise an equitable action for breach of confidence independent of contract. In House of Spring Gardens Ltd v Point Blank Ltd [1984] IR 611, the Supreme Court confirmed that a claimant must show the information had the necessary quality of confidence, was communicated in circumstances importing an obligation of confidence, and was misused to the detriment of the confider. An NDA reinforces each of these elements.
Trade Secrets Regulations 2018
The European Union (Protection of Trade Secrets) Regulations 2018 (S.I. No. 188/2018) transpose Directive (EU) 2016/943 into Irish law. They provide statutory remedies for the unlawful acquisition, use or disclosure of trade secrets, including interlocutory and permanent injunctions, damages, corrective measures, and orders for destruction of infringing goods.
Reasonable Duration and Scope
Overly broad NDAs risk being read down by the Irish courts as restraints of trade contrary to public policy. A typical term for commercial information is two to five years; trade-secret protection can be indefinite for as long as the information retains the qualities of a trade secret.
Whistleblowing and Protected Disclosures
An NDA cannot prevent a protected disclosure under the Protected Disclosures Act 2014 (as amended by the Protected Disclosures (Amendment) Act 2022). Clauses purporting to prohibit whistleblowing are void to that extent, and the template preserves statutory reporting rights.
Frequently Asked Questions
Create Your NDA Now
Protect sensitive information with a professional Irish NDA. Fill in the details and download the PDF in minutes.
Free PDF · Editable Word with Expert · No account required