In a proposed sale of land, particularly land with development potential, there may be some financial and/or commercially sensitive information that the vendor wants to keep confidential and there may be tenants from whom they wish to keep their proposals secret. It can be very difficult for the vendor to prove that the potential purchaser has disclosed (or even used) the relevant information, and so the best protection for the vendor is to disclose as little as possible consistent with attracting interested parties to make a suitable offer. This agreement contains provisions commonly found in confidentiality agreements (although is not exhaustive), and in most cases should not require much amendment by either party. This is important because it is quite common for confidentiality undertakings to be signed without legal advice, due to both parties being anxious to avoid undue delay or expense at this early stage. Please note that this document does not expressly deal with data protection, and to the extent that significant or particularly sensitive personal data will be shared between the parties, for

This Precedent confidentiality letter or non-disclosure agreement (NDA) assumes that there will be a one-way flow of confidential information (and possibly personal data) from the seller to the buyer. It therefore also includes links to precedent pro-disclosing party and pro-receiving party data sharing provisions involving incidental personal data sharing if the parties will each act as joint controllers and wish to contract on a basis that complies with essential requirements of Irish data protection law in connection with limited sharing of low risk personal data as part of due diligence. A general duty of confidence exists in equity, whereby a person cannot take unfair advantage using confidential information that it has received (it must not use such confidential information without first obtaining the consent of the discloser). This duty of confidence arises where there is a fiduciary relationship (such as between an adviser and their client, or between an employer and employee) and will play a part if the target company has such a fiduciary relationship with its clients/customers/suppliers. If such a relationship

This Precedent confidentiality letter or non-disclosure agreement (NDA) assumes that there will be a one-way flow of confidential information (and possibly personal data) from the sellers to the buyer. It therefore also includes links to Precedent pro-disclosing party and pro-receiving party data sharing provisions involving incidental personal data sharing if the parties will each act as joint controllers and wish to contract on a basis that complies with essential requirements of Irish data protection law in connection with limited sharing of low risk personal data as part of due diligence. As part of the sale of a company, the seller or sellers will usually provide information to the potential buyer concerning the target company in order for detailed negotiations to take place. This is a confidentiality letter to be entered into before such information is disclosed to the potential buyer, setting out terms and obligations relating to the disclosure of such information. Usually it will be drafted by the buyer. The letter should be used where there are two or more individual sellers

Strictly private and confidential To: [insert buyer name] [insert buyer address] Date: [insert date] This Precedent confidentiality letter or non-disclosure agreement (NDA) assumes that there will be a one-way flow of confidential information (and possibly personal data) from the sellers to the buyer. It therefore also includes links to Precedent pro-disclosing party and pro-receiving party data sharing provisions involving incidental personal data sharing if the parties will each act as joint controllers and wish to contract on a basis that complies with essential requirements of Irish data protection law in connection with limited sharing of low risk personal data as part of due diligence. As part of the sale of a company, the seller or sellers will usually provide information to the potential buyer concerning the target company in order for detailed negotiations to take place. This is a confidentiality letter to be entered into before such information is disclosed to the potential buyer, setting out terms and obligations relating to the disclosure of such information. Usually it will be drafted by the buyer. The

This Practice Note discusses the form of the constitution of a private company limited by shares (LTD), the commencement and application of the Companies Act 2014 (Ireland) (CA 2014 (IRL)), mandatory and supplemental provisions of the constitution and the steps for adopting and amending a constitution. What is the constitution of a company? The constitution of an LTD is the primary legal document that outlines the basic rules in respect of the corporate governance of that company. CA 2014 (IRL), s 17 provides that an LTD is required to have a constitution as this is the principal document by which the registration and incorporation of a company is effected. Commencement of the CA 2014 (IRL)—changes to the form and structure of the constitution of an LTD—transitional provisions Pursuant to CA 2014 (IRL), Pt 2, an LTD shall have a single-document constitution. This is a clear departure from the previous position, taken by Companies Act 1963 (Ireland) and Companies (Miscellaneous Provisions) Act 2013 (Ireland),

Companies Act 2014 Form of Constitution of Private Company Limited by Shares of [Insert company name] Limited PRELIMINARY 1 The name of the Company is: [insert company name] Limited (the “Company”) 2 The Company is a private Company limited by shares, registered under Part 2 of the Companies Act 2014 (the “Act”). 3 The liability of the members is limited. A private limited company (LTD) is not required to have an authorised share capital, however this can be inserted if required. We have left this option in square brackets however most newly incorporated LTDs have dispensed with authorised share capital. A Ordinary and B Ordinary Shares included for illustration purposes. 4 The share capital of the Company is [€[insert amount]] divided into [insert number] A Ordinary Shares of €[insert amount] each and B ordinary shares of €[insert amount] each. SUPPLEMENTAL REGULATIONS Interpretation and general An optional provision holding that post-incorporation, subsequent directors may be appointed by members in a general meeting. This is subject to an eligibility requirement; section 144(3)(a) of the Companies Act 2014 (Ireland)(CA 2014 (IRL)) continues that (aside

This Checklist sets out the key contractual provisions within a suite of construction documents that should be reviewed and reported on by a construction lawyer acting for the potential purchaser of a completed property in Ireland. Once the documents have been reviewed and enquiries raised the purchaser’s construction lawyer would also need to prepare a report on the construction documents, see Precedent: Ireland—Report on construction documentation. The list of issues set out below assumes that the construction works at the property in question have been completed and all payments made and so it is not necessary to review any of the contractual terms and conditions that relate to the operation of the construction contract during construction or the ‘defects liability period’ such as payment terms (those issues are only relevant for a purchaser who is purchasing a property while construction is still ongoing). Building contracts Identity of contractor • Check that the contractor is still in existence by conducting a company search against the contractor. Also conduct company searches against all sub-contractors

A claim for constructive dismissal is effectively an assertion by an employee that the decision to resign was not one made of their own free will but rather the circumstances within the workplace conspired to make such a decision inevitable. The case law has set an extremely high bar for complainants to prove that they were justified in resigning when seeking compensation. An employee ordinarily needs to show that there was either a breach of contract or unreasonable behaviour on the part of the employer, coupled with a very stringent requirement to formally exhaust the internal grievance procedure (although some exceptions are highlighted below). Section 1 of the Unfair Dismissals Act 1977 (Ireland) (UDA 1977 (IRL)), as amended, defines ‘dismissal’ for the purposes of the UDA 1977 (IRL) as follows: ‘(a) the termination by his employer of the employee's contract of employment with the employer, whether prior notice of the termination was or was not given to the employee, (b) the termination by the employee of his contract of employment with his employer, whether

This Agreement is made on [insert date] between 1 [Name of client company] a company incorporated in Ireland with Companies Registration Office number [insert company number] whose registered office is at [insert address] (Client); and 2 Parties This agreement is between the two corporate entities. The individual consultant is not a party to the agreement, in order to avoid any direct contractual relationship between the individual and the Client. The parties have an interest in ensuring that the identities of both companies are properly specified in the agreement. If the consultancy services are to be provided through a limited company, it is worth doing a company search through the Companies Registration Office (CRO) to verify the company name and also to check the details of the directors. It is important to establish the type of legal entity of the Client company. In Ireland the types of companies governed by the Companies Act 2014 (Ireland) are Private Companies Limited by Shares (LTD), Designated Activity Companies (DAC), Companies Limited by Guarantee (CLG), Public Limited Companies (PLC), and Unlimited Companies. The most

This Agreement is made on [insert date] Parties Where possible, a client should consider engaging a consultant through a third party company rather than engaging them as an individual as the consultant is more likely to be perceived as providing services in their personal capacity. Following Karshan, the Revenue Commissioners has confirmed that it will not pierce the corporate veil and look behind the relationship with a contractor where they have been engaged to provide services through a third party company. However, the Workplace Relations Commission will still review the relationship and can make a determination that the relationship is akin to that of an employer/employee relationship. This Precedent, as drafted, gives the consultant autonomy as to how they provide their services to a company. However, the company should be mindful of how the agreement works in practice, as the Irish courts and employment tribunals will look behind the agreement to see how the relationship actually works on a day-to-day basis See further Practice Notes: Ireland—Implementing the Platform Work Directive (PWD)—reclassification and Article: Domino

This Practice Note considers the current legal framework for consumer contracts and consumer rights in Ireland. It carries out an analysis of sale, service, and digital contracts, highlighting important provisions pertaining to consumer contracts within the Consumer Rights Act 2022 (Ireland) (CRA 2022 (IRL)). For guidance on contract law more generally, see Practice Notes: • Ireland—Contract law essentials • Ireland—Contracts—formation and interpretation The legal framework in Ireland CRA 2022 (IRL) was enacted on 7 November 2022 and entered into force on 29 November 2022. CRA 2022 (IRL) was introduced to amend and consolidate the law relating to rights and remedies in contracts between consumers and traders. CRA 2022 (IRL) has transposed the following into Irish law: • Directive (EU) 2019/771 of 20 May 2019 on certain aspects concerning contracts for the sale of goods (EU Sale of Goods Directive (EU SGD) • Directive (EU) 2019/770 (OJ L 136/1) on certain aspects concerning contracts for the supply of digital content and digital services, the EU Digital Content Directive (EU DCD) • Directive (EU) 2019/2161 of 27 November 2019

This Precedent Contract audit meeting with director/head of function—agenda will enable you to ensure all the important topics you need to discuss with each of the organisation’s directors/heads of functions are covered. It is designed to enable you to capture as much information as possible to assist you to: • understand all the different procurement processes used in your organisation • understand the ways in which contracts are managed across your organisation • understand how the legal department can best support your organisation’s contract management processes, and • enable the legal department to create an effective