Legal Precedents

This precedent sets out an assignment of intellectual property rights, prepared to be broadly even‑handed for both sides. It includes optional or alternative clauses that may favour the assignor or the assignee. Use this document to transfer expressly identified intellectual property rights, or a category of rights specified for a defined work. This DEED is dated [ insert date ] Parties Confirm the accuracy of the names stated in the contract. Where a corporate group is involved, ensure the correct group company is the entity entering into the agreement. [ insert name ] [ of OR a company incorporated under the laws of [ Ireland ] with company number [ insert registered number ] whose registered office is at ] [ insert address ] ( Assignor ); and [ insert name ] [ of OR a company incorporated under the laws of [...

This template Contract review/request form is provided for staff to request a draft contract, or a contract review, from the legal department as part of your contract management process. It offers the legal team an initial basis from which to begin reviewing or drafting any contract. Inevitably, additional questions will arise depending on the contract type. Raise such questions with the requester as you carry out your review or commence the draft. Please tick: ☐ Contract for review by the legal department attached ☐ Draft contract required 1 General information Requesting This information is intended to guide the legal team at the outset......

Module four of the EU Standard Contractual Clauses This Precedent provides a template for ‘module four’ of the EU Standard Contractual Clauses (also referred to as the Model Clauses or SCCs) introduced by Commission Implementing Decision ( EU) 2021/914 (the 2021 EU SCCs). It is tailored for the transfer of personal data: from a data processor subject to the EU’s General Data Protection Regulation ( EU) 2016/679 ( EU GDPR) whose only or main establishment in the EU, for EU GDPR purposes, is in Ireland to a data controller based outside the EEA that is not subject to the EU GDPR both where the EEA processor merges personal data received from the third country controller with personal data it collects in the EEA, and where the EEA processor does not The terms of this 2021 EU SCCs module differ slightly depending on which of these scenarios applies, and this...

This Precedent provides a template for ‘module three’ of the EU Standard Contractual Clauses (the Model Clauses or SCCs) adopted under Commission Implementing Decision ( EU) 2021/914 (the 2021 EU SCCs). It addresses transfers of personal data by a data processor that falls within the EU’s General Data Protection Regulation ( EU) 2016/679 ( EU GDPR) and whose sole or principal establishment for EU GDPR purposes is in Ireland, to a processor located outside the EEA that is not subject to the EU GDPR. The SCCs may equally be relied upon where the exporting processor is not incorporated in any EU Member State but is caught by the EU GDPR’s extra-territorial reach and must therefore use the SCCs for movements of in-scope personal data. As the SCCs must be governed by, and fall under the jurisdiction of, an EU Member State, Ireland can be a...

This Precedent This Precedent provides a template for ‘module two’ of the EU Standard Contractual Clauses (also called the Model Clauses or SCCs) adopted under Commission Implementing Decision ( EU) 2021/914 (the 2021 EU SCCs). It addresses the transfer of personal data by a data controller subject to the EU General Data Protection Regulation ( EU) 2016/679 ( EU GDPR), whose sole or principal EU establishment (for EU GDPR purposes) is in Ireland, to a data processor outside the EEA that is not subject to the EU GDPR. These SCCs may likewise be used where the exporting controller is not established in an EU Member State but falls within the EU GDPR’s extra-territorial scope and is therefore required to use SCCs for relevant personal data exports. As the SCCs must be governed by, and subject to the jurisdiction of, an EU Member State, Ireland can be a...

Nature of the clause This Precedent is a short-form clause designed for business-to-business ( B2B) commercial contracts made between businesses, providing for mandatory mediation in the event a dispute arises out of the agreement. The clause requires the parties to seek to settle disputes arising between them under this clause. Unlike litigation or arbitration clauses, its purpose is for the parties to attempt to resolve the matter with the assistance of a mediator, without the need for formal contentious proceedings. What is mediation and why have a mediation clause? Mediation is a form of alternative dispute resolution ( ADR) in which an independent third-party mediator follows a structured process to facilitate an agreed settlement between parties to a dispute. It is, by its nature, a non-binding dispute resolution process; that is, any agreement reached in mediation only becomes binding on the parties if they enter into a...

The Schedule— Intellectual Property Rights This template Intellectual Property Rights Schedule is generally used with a definition for intellectual property rights. Where intellectual property rights, or discrete intellectual property rights, are defined, it can be advantageous to list—either comprehensively or by way of example—the intellectual property rights in question, and expressly set out, in an intellectual property rights schedule. Typically, it will be anticipated that only particular classes of intellectual ......

This Precedent sets out a broad template for a website privacy policy, informing data subjects about how a site operator gathers personal data, the lawful grounds for processing, subsequent uses and potential recipients. It has been prepared to meet the EU GDPR’s information and transparency obligations, taking account of guidance from the European Data Protection Board ( EDPB). The website privacy policy sits within a wider collection covering website terms of use, e‑commerce, privacy and cookies. Where cookies or similar tools are deployed, a distinct cookie policy is required. See Precedent: Ireland— Cookie policy. EU GDPR and UK GDPR Designed for commercial organisations established in Ireland, this Precedent reflects EU GDPR requirements. It also offers optional clauses for Irish organisations that maintain a UK establishment and/or provide goods or services to, or monitor the behaviour of, people in the UK, bringing them within the scope of...

Execution clause-limited partnership ( Ireland)- Deed (drafting notes) These sample execution clauses are designed for use by a limited partnership when entering into a deed (rather than a simple contract). Four alternative execution forms are provided for a deed executed by the following parties: an individual general partner signing in the presence of a witness a person signing at an individual general partner’s direction, in the presence of a witness who attests the signature an individual general partner who acknowledges their signature in the presence of a witness who attests the signature a corporate general partner executing the deed Limited partnership The Limited Partnership Act 1907 ( Ireland) ( LPA 1907 ( IRL)) permits the establishment and creation of a partnership where some partners’ liability for the firm’s debts is limited, capped at the amount of their...

Counterparts A counterparts clause is a standard boilerplate provision that permits the parties to a contract to sign separate versions of the same agreement, rather than requiring every signatory to endorse one single document. Although there is no statutory footing for this in Ireland, executing agreements in counterparts is nonetheless common practice. This approach is especially useful where there are numerous parties, or where signatories are spread across different regions or countries and cannot arrange an in‑person completion meeting. If an agreement omits a counterparts clause, that omission may not, of itself, prevent the execution of a counterpart document. Even so, including such a clause is recommended to provide certainty and to forestall any suggestion that the agreement is not binding because it has not been executed correctly. It is also important to distinguish between original counterparts and original duplicates. If all parties sign several copies of the...

This Precedent provides the text of an ordinary resolution enabling the directors of a private company limited by shares to permit any existing or possible breach of the obligation to prevent conflicts of interest from arising......

Governing law clause This Precedent sets out a governing law clause, often referred to as an applicable law clause or a choice of law clause. This type of provision is treated as a boilerplate clause within an agreement. It enables the parties to identify the substantive law that governs the construction of the contract and, if a dispute arises, issues connected with it. The clause addresses the law to be applied, not the forum or procedure by which any dispute will be resolved. It does not, therefore, prescribe how disputes are to be determined. Selecting Irish law as the contract’s proper law does not, in itself, amount to submitting to the jurisdiction of the Irish courts. Governing law and jurisdiction remain distinct concepts. For more on jurisdiction clauses, see Precedent: Ireland- Jurisdiction clause. Careful consideration of a governing law clause is vital,...

Drafting notes These model execution provisions are intended for a limited partnership entering into a simple contract, rather than a deed. Two alternative forms are provided for a contract executed: by an individual general partner, and on behalf of a corporate general partner Limited partnership The Limited Partnership Act 1907 ( Ireland) ( LPA 1907 ( IRL)) creates a partnership structure in which certain partners have limited liability for the firm’s debts, restricted to the amount of their contribution. The General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 ( Limited Partnerships Bill 2024), issued by the Department of Enterprise, Trade and Employment in 2024, would, if enacted, repeal and replace the LPA 1907 ( IRL). Limited partnerships registered under the LPA 1907 ( IRL) will be obliged to satisfy the new registration requirements within twelve months of...

The directors [ Insert name of company ] [( Company)] [ Insert address ] [ Insert date ] Any director who has, whether directly or indirectly, an interest in a proposed transaction or arrangement with the company of which they are a director must disclose to the other directors the nature and extent of that interest, in accordance with the Companies Act 2014 ( Ireland) ( CA 2014 ( IRL)), subject to certain exceptions. CA 2014 ( IRL) states that this disclosure should be made in one of the following ways: at a meeting of the directors, or by general notice This precedent general notice is intended for use by a director to inform the other directors of an interest in a proposed transaction or arrangement with the company......