Non-Disclosure Agreements in Ireland: What You Need to Know Before You Sign

Non-disclosure agreements (NDAs) — also called confidentiality agreements — are one of the most commonly used legal documents in business. Whether you are sharing your business idea with a potential investor, discussing a merger with another company, engaging a contractor, or entering a new employment arrangement, an NDA can protect your confidential information from being shared without your permission. This guide explains what NDAs cover, how they work under Irish law, and what to watch out for.

What Is an NDA?

An NDA is a legally binding contract in which one or both parties agree not to disclose specified confidential information to third parties, and to use it only for the purposes of the specific relationship or transaction. By defining what is confidential and what happens if confidentiality is breached, an NDA creates legal recourse if the other party misuses your information.

Types of NDA

• One-way (unilateral) NDA: Only one party is disclosing confidential information and only the recipient is bound by confidentiality obligations. Common in investor presentations, supplier relationships, and pre-employment situations
• Mutual (bilateral) NDA: Both parties are disclosing confidential information to each other and both are bound. Common in merger negotiations, joint ventures, and partnerships

Key Clauses in an NDA

• Definition of confidential information: What is and is not covered — the broader the definition, the better protected you are
• Permitted use: How the recipient may use the information — specifically for the defined purpose only
• Obligations of the recipient: Standard of care required to protect the information
• Exceptions: Information that is already in the public domain, independently developed, or required to be disclosed by law cannot be kept confidential
• Duration: How long the obligations last — typically 2–5 years, though some NDAs are perpetual for certain categories of information like trade secrets
• Remedies: What happens if the NDA is breached — injunctions and damages are the primary remedies

Are NDAs Enforceable in Ireland?

Yes — properly drafted NDAs are enforceable under Irish contract law. The courts can grant injunctions (including urgent interim injunctions) to prevent ongoing or threatened breaches and award damages for losses caused by a breach. The key is that the NDA must be clearly drafted, the confidential information must be genuinely confidential, and the obligations must be proportionate. Overly broad or vague NDAs may be difficult to enforce.

NDAs in Employment — Beware the Misuse

NDAs in an employment context have attracted significant scrutiny in Ireland and the UK in recent years. NDAs must not be used to prevent an employee from reporting crimes, making protected disclosures (whistleblowing), or accessing their statutory employment rights. A term in an NDA that seeks to silence an employee about criminal conduct or to prevent them from exercising statutory rights is unenforceable and potentially unlawful.

Need an NDA drafted or reviewed? Our NDA service provides a solicitor-drafted confidentiality agreement at a fixed fee. For reviewing an NDA presented to you, see our Contract Review service. Book a 30-minute consultation for specific advice.

This article is for informational purposes only and does not constitute legal advice.