NDAs and Confidentiality Agreements in Ireland

Written by Richard O'Shea, Solicitor TEP · Mary Molloy Solicitors, established 1981 · Last reviewed 21 August 2026

What an enforceable NDA contains

• A real definition of confidential information — wide enough to cover what you'll actually share, precise enough to be enforceable; "all information of any kind" is weaker in court than it looks on paper
• Purpose limitation — the information may be used only to evaluate or perform the stated project, not to compete with you later
• Permitted disclosures — employees and advisers who need to know, bound to the same standard, plus disclosures required by law
• Standard carve-outs — information already public, already known, or independently developed
• Duration — long enough to matter (trade secrets can justify indefinite terms; ordinary business information usually runs a defined period)
• Return or destruction of materials, and an acknowledgement that damages may be inadequate — supporting injunctive relief, which is the remedy that actually protects secrets

Mutual or one-way?

If only you are disclosing, a one-way NDA keeps obligations pointed the right direction. Most negotiations become two-way quickly, and a mutual NDA is the honest default — but read a "mutual" draft carefully: some define the disclosing party's information broadly and the receiving party's narrowly, mutual in name only.

Red flags in the NDA you've been sent

Non-solicitation and non-compete riders — an "NDA" that quietly restrains you from dealing with customers or entering a market is a restraint of trade wearing a disguise. Residuals clauses — allowing the receiver to use whatever their people "remember" can hollow out the whole agreement. One-way indemnities for any breach, uncapped. Foreign law and courts — enforcing confidentiality abroad is slow and expensive; see governing law.

When an NDA is not enough

NDAs protect information; they don't create IP ownership, assign work product, or stop someone building a competing product from lawful knowledge. If the collaboration will produce anything — code, designs, formulations — you need the development or services agreement doing that work, not the NDA. And under the trade secrets regime, information is only protected as a trade secret if you took reasonable steps to keep it secret: the NDA is part of the evidence that you did.