This Checklist is to be used when drafting a confidentiality agreement (also known as a non-disclosure agreement or NDA) where you are the party disclosing confidential information under that agreement. Consider the following questions before drafting the agreement: • what information does the business want to disclose and is that information confidential? • why does the business want to disclose that information? • will the business also be receiving confidential information from the other party? • who is the business disclosing that information to? For further information, see Precedent: Ireland—Confidentiality agreement—mutual. Checklist The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Parties ☐ Confirm the parties to the agreement. Consider which people and/or entities will be party to the agreement. What information does the business want to disclose? ☐ Confirm how confidential information will be defined. Consider:—is a general definition or list form appropriate?—will any confidential information belonging to group companies be disclosed?—will any confidential

This Checklist sets out the key issues to consider when drafting a schedule to a business-to-business agreement. For more information on drafting commercial contracts generally, see Practice Note: Ireland—Structure and form of commercial contracts. What are schedules used for? Schedules to an agreement usually contain detailed information about specific aspects of the agreement or variables to a standard contract, and often deal with commercial matters. This might include pricing and charges, key personnel, service levels and service credits, specifications and scopes of work (eg details of licensed software, scope of services to be performed, descriptions of products to be provided), territories covered, sales targets, governance, business continuity and disaster recovery, and policies. Particularly in complex agreements, it is common for the relevant commercial teams in the business to take on responsibility for the schedules dealing with commercial matters (with input from lawyers to the extent required), as they are best placed to understand the relevant requirements of the business and the commercial aspects of the deal. However, schedules are still ‘legal’ documents as they generally form

This Checklist outlines key provisions and issues for consideration when drafting and negotiating a contract review clause. Contract review provisions are typically found in schedules to contracts. For information on drafting schedules, see: Ireland—Drafting a schedule—checklist. See also Practice Note: Ireland—Reviewing commercial contracts to minimise financial difficulties. Legal issues General comments What to watch out for Scope The contract review may apply to only certain clauses, such as price, or extend to a review of the whole of the contract.The review may be carried out by one party to the contract, both parties to the contract or an independent third party. Consider which contractual provisions are being made subject to a review.Consider who will carry out the review. If it is an independent third party, consider who is going to do it and how this is going to be paid for. Ensure that the third party is genuinely independent if this is required. Purpose The contract review should be carried out for a discernible reason. If, after a number of such reviews,

This Checklist sets out the key issues to consider when drafting and negotiating a limitation of liability clause in a business-to-business (B2B) contract. It provides practical guidance for negotiating and drafting limitation of liability clauses (also known as limitation clauses, exclusion of liability clauses, exclusion clauses and exemption clauses) in a commercial contract. It considers: • General drafting points for limitation of liability clauses • Key issues to consider • Party specific considerations • Drafting financial caps, and • Other ways to limit or exclude liability For a precedent limitation of liability clause together with detailed drafting notes, see Precedent: Ireland—Limitation of liability clause. For information on exclusion and limitation of liability generally, see Practice Note: Ireland—Exclusion and limitation of liability. General drafting points for limitation of liability clauses Before considering the specific issues, it is important to keep in mind some general drafting points given the wealth of case law on the construction of limitation of liability clauses: • ensure that the clause is drafted clearly and unambiguously so that

This Checklist outlines key provisions and issues for consideration when drafting and negotiating indemnity clauses in Irish law governed commercial contracts (ie business-to-business contracts). For further information on indemnities, see Practice Note: Ireland—How to review an indemnity clause. Legal issues General comments What to watch out for Is an indemnity appropriate? An indemnity is a contractual term under which a party promises to reimburse another in relation to specified loss or damage or, in some cases, to absolve them of liability.Unlike a guarantee, it creates a primary obligation which is not necessarily dependent on the default of a third party. Consider whether an indemnity is appropriate or whether a guarantee would be more suitable, for instance, where a parent company is guaranteeing the obligations of a subsidiary.If acting for the party giving the indemnity, consider whether the other party is adequately protected by other means, for example, by having a right to claim for contractual damages for breach of contract. For more information, see Practice Note: Ireland—How to review an indemnity clause. Who

Once the parties have agreed the broad terms of a commercial deal, including the structure of the transaction, there are certain preliminary documents that may be entered into at the outset before due diligence commences and the main documentation is negotiated. Heads of terms Drafting: finding a suitable precedent Precedent Comments Ireland—Heads of terms—private M&A—share purchase Heads of terms are not usually legally binding on the parties (since they will be construed as an 'agreement to agree') but are often used in share purchase transactions to record broadly agreed principal deal terms before due diligence is conducted and the share purchase agreement is negotiated. Ireland—Heads of terms—private M&A—share purchase—cross-border This Precedent is for use in the context of a cross-border share purchase transaction where the target company is incorporated outside of Ireland. Negotiation: the key terms to include Both parties will be concerned to ensure that the heads of terms include: • a statement of the non-binding nature of the heads of terms—the heads of terms

Term and termination Where an agreement is silent as to contract duration or termination, in the event of a dispute, the Irish courts will apply common law principles to determine what the parties intended. To avoid uncertainty, it is common to include express contractual clauses which provide for the duration and termination of a contract. In general, contractual rights to terminate are in addition to, and not in substitution for, common law rights. This Practice Note focuses on contractual provisions regarding term and termination in a general commercial context, why they should be carefully considered and how they may interact with common law principles. Irish practitioners should be clear in their understanding of the underlying common law principles and draft carefully to avoid confusion and unintended consequences. In this Practice Note, references to ‘term’ are generally intended to refer to the duration of the contract. When drafting or reviewing the term and termination clauses, it is important to consider the contract as a whole and any other provisions in the contract which

Drawdown notice from a borrower incorporated as a limited company in Ireland in connection with a bilateral facility agreement This is a Precedent Drawdown Notice which can be used by a Borrower to request drawdown of a loan under a bilateral facility agreement. The form of drawdown notice will typically be included as a schedule to the facility agreement. The drafting note explains the features of the drawdown notice and the assumptions on which it is based. Parties to this Precedent Drawdown Notice This Precedent Drawdown Notice is designed for use in bilateral transactions (ie where there is only one lender) as opposed to syndicated transactions (ie where there is more than one lender). It has been drafted as being: • from a single Borrower • to the Lender Using this Precedent Drawdown Notice alongside a facility agreement This drawdown notice will need to be modified

The Courts Service of Ireland has released the Christmas opening hours for the Dublin Circuit Court Combined Civil Office for the 2024-2025 holiday period. The office will operate on reduced hours from 24 December 2024 to 31 December 2024, opening from 9:30am to 12:30pm on specified dates. Full closures are scheduled for 25-26 December 2024 and 1 January 2025. The office will return to its normal operating hours from 2 January 2025.

The Small Claims and Licensing, and Assisted Decision Making (Capacity) counters have moved to new locations with effect from 7 October 2024. Small claims and licensing counter will be on the ground floor, Áras Úi Dhálaigh, Dublin 7 (the second window of the Dublin Stamping Office). A new counter solely for the lodgement of documents relating to the Assisted Decision Making (Capacity) Act 2015, will be on the first floor, Áras Úi Dhálaigh (across from the main public counter area). The opening hours for District and Circuit, ADMC and Small Claims and Licensing counters are 10:00 – 13:00; 14:00 – 16:30. For Dublin Stamping Office the times are 9:30 - 15:30 and there is no closure for lunch

This Practice Note discusses the duties of expert witnesses in medical negligence proceedings, including relevant court rules governing expert reports. It also provides practical guidance on how practitioners should disclose reports to the other side during litigation. Court rules underpinning expert witnesses In Ireland, the rules, duties and obligations for expert witnesses in medical negligence and other proceedings in the High Court, the Court of Appeal and the Supreme Court are grounded in Order 39 of the Rules of the Superior Courts (RSC). Role of the expert Order 39, Rule 57(1) RSC outlines the duty of an expert witness, which is to ‘assist the court as to matters within his or her field of expertise. This duty overrides any obligation to any party paying the fee of an expert’. This rule ensures the duty that expert witnesses must remain impartial at all times. The role of expert evidence in court proceedings is limited. The expert is not required to give all information about the party or the case, but

The European Banking Authority (EBA) published data related to two important concepts and indicators in the Deposit Guarantee Schemes Directive (DGSD). Namely, available financial means (AMFs) and covered deposits. The EBA publishes such data for the deposit guarantee scheme (DGS) in each member state annually. This information promotes transparency and public accountability of DGSs across the European Economic Area (EEA) to benefit depositors, markets, policymakers, DGSs and Member States.