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An NDA For Potential Investors is a critical document used when companies are seeking investment and need to share sensitive business information with potential investors. This version is specifically tailored for use under Irish law and incorporates requirements from relevant Irish and EU legislation, including the Companies Act 2014 and GDPR. The document is typically used during investment negotiations, funding rounds, or M&A discussions, where detailed financial, strategic, and operational information needs to be shared. It protects the disclosing company by creating legally binding confidentiality obligations while providing appropriate frameworks for potential investors to conduct due diligence. The agreement includes specific provisions for handling digital information, trade secrets, and commercially sensitive data, with clear obligations and remedies under Irish jurisdiction.

1. Parties: Identification of the disclosing party (company) and receiving party (potential investor)

2. Background: Context of the potential investment opportunity and purpose of sharing confidential information

3. Definitions: Key terms including 'Confidential Information', 'Purpose', 'Representatives', 'Investment Opportunity'

4. Disclosure and Use of Confidential Information: Terms governing how confidential information can be shared and used

5. Obligations of Receiving Party: Duties of the potential investor regarding confidentiality, security, and permitted uses

6. Permitted Disclosures: Circumstances under which confidential information can be shared with representatives and advisors

7. Return or Destruction of Confidential Information: Requirements for handling confidential information after discussions end

8. Duration and Survival: Term of the agreement and which obligations survive termination

9. No Rights or Licenses: Clarification that no intellectual property rights are transferred

10. No Commitment: Statement that sharing information does not obligate either party to proceed with any transaction

11. Remedies: Legal remedies available in case of breach, including injunctive relief

12. Governing Law and Jurisdiction: Specification of Irish law and courts' jurisdiction