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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.

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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.
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.
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. 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.
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.
9.
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.
10.
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 Effective Date first written above.
DISCLOSING PARTY
Aoife Ní Bhriain
Chief Executive Officer
Emerald Tech Solutions Ltd.
Date: ____________________
RECEIVING PARTY
Ciarán O'Sullivan
Managing Director
Shannon Ventures Ltd.
Date: ____________________

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. 1

    Choose Unilateral or Mutual

    Unilateral when only one party is disclosing, mutual when both parties exchange information.

  2. 2

    Enter Party Details

    Provide legal names, registered addresses, Eircodes, and CRO numbers for each party.

  3. 3

    Define the Confidential Information and Purpose

    Describe the categories protected and the permitted purpose of disclosure.

  4. 4

    Set the Term

    Choose a duration, typically two to five years for general commercial information, indefinite for trade secrets.

  5. 5

    Review and Download

    Review the terms, confirm Irish governing law, and download the signed-ready PDF.

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

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