This Precedent is an assignment of intellectual property rights that has been drafted to be generally neutral to each party. It contains alternative or optional wording that may favour the assignor or assignee. The document can be used to transfer specific identified intellectual property rights or a class of rights identified in respect of a defined work. This DEED is made on [insert date] Parties Check that the parties named in the contract are correct. If there is more than one company in a corporate group, take particular care to check that the company entering into the contract is the appropriate group entity. Parties 1 [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 2 [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] (Assignee) (each of the Assignor and the Assignee being a party and together the Assignor and the Assignee are the parties). Background This section (which

This Checklist has been drafted for use by the buyer and is designed to highlight issues commonly arising, and key questions that should be asked, when undertaking due diligence in the course of a share purchase transaction where the seller is an Irish limited liability company. This focuses on the IP assets and rights aspects of the transaction and is intended to be used in conjunction with due diligence enquiries in other areas such as IT and as to financial position. Completion process It is important to be aware of how the sale process for the transaction will proceed from offer to completion. For example: • confidentiality agreement • heads of terms (subject to financial, commercial, legal and IP/IT (and sometimes actuarial) due diligence) • due diligence questionnaire • due diligence report • disclosure / data room / external searches • principal sale documentation—share purchase agreement (SPA) • completion Key elements of the SPA As part of the IP due diligence process it is important to be aware of

Interim injunctions are an essential tool in Irish litigation, allowing the courts to preserve the status quo on a short-term basis where urgent relief is needed. Although traditionally guided by the principles set out in Campus Oil Ltd v Minister for Industry and Energy (No 2) (Campus Oil), the modern test has been refined by the Supreme Court in Merck Sharpe & Dohme v Clonmel Healthcare (Merck). The Court of Appeal has also applied the Merck framework in Ooi v Ireland. This Practice Note outlines the procedure for seeking interim injunctions and explains the key criteria the courts apply, including the balance of convenience, adequacy of damages and the heightened standard for mandatory orders. For information on injunctions generally, see Practice Note: Ireland—Interim remedies. What is an interim injunction? An interim injunction is obtained for a limited period. It will have effect only until a further order is made. They are often heard on an ex parte basis (one side only represented) due to their urgency. As Clarke J outlined in

This Practice Note considers the principal interim remedies available to protect parties’ legal rights. It considers the principles applied by the Irish courts in considering whether to grant injunctions, both prohibitory and mandatory, Mareva (or freezing) injunctions, Anton Pillar orders and Norwich Pharmacal orders. Interim remedies Various interim remedies are available as a matter of Irish law pending the ultimate determination of proceedings and the award of final remedies by the way of making final judgments and orders. The principal interim remedies are: • Injunctions • Mareva injunctions • Anton Piller orders • Norwich Pharmacal orders Injunctions The most common form of remedy available from the courts pending the making of any final judgment or orders is the award of an injunction. This is an order of the court which requires a person to refrain from doing something, or compels them to do something, pending the trial of the action and the making of final orders. Injunctions may be sought on an ex parte (one side only) basis or on

This Precedent Interview questionnaire and record will help you structure an interview to ensure you take a consistent approach with all candidates for a role in your firm. It can be adapted for different roles and personal specifications. A: General information Date of interview Candidate name Position applied for Interviewers Interview stage First interviewSecond interviewOther (please state) Interview conducted online or in person? B: Preliminary questions [Please summarise your

This Practice Note sets out and examines the legal framework for managing intoxicants and conducting intoxicant testing in the workplace in Ireland. It addresses employers’ health and safety duties, circumstances in which testing is legally appropriate and lessons from case law on this topic. Legal background Section 13 of the Safety, Health and Welfare at Work Act 2005 (Ireland) (SHAWWA 2005 (IRL)) sets out that an employee must ensure that he or she is not under the influence of an intoxicant to the extent that she or he is in such a state as to endanger his or her own safety, health or welfare or that of others. ‘Intoxicant’ is defined in SHAWWA 2005 (IRL) as ‘alcohol and drug and any combination of drugs or of drugs and alcohol’. This definition encompasses both legal and illegal substances, and includes prescribed drugs and over the counter medications. SHAWWA 2005 (IRL) also sets out that, if reasonably required by his or her employer, an employee shall, while at work, submit to any appropriate, reasonable

This Practice Note provides an introduction to the main types of share ownership models typically seen in Ireland. The share-based remuneration landscape in Ireland is not particularly advantageous from a tax perspective. The main benefit to employers in offering share-based remuneration is that, subject to certain conditions, an employer pay-related social insurance (PRSI) (ie social security) charge should not arise. The exemption from employer-PRSI on share-based remuneration typically applies where the shares granted are shares in the individual’s employing company or a company which ‘controls’ (for Irish tax purposes) the employing company. Employers have a payroll withholding obligation in respect of share awards. This obligation also applies to gains realised by employees or directors on the exercise, assignment or release of share options on or after 1 January 2024. Before that date, the employee or director was generally responsible for paying Relevant Tax on Share Options (RTSO) through self-assessment within 30 days of exercise. However, there are certain tax-advantaged share schemes, most notably certain schemes requiring Revenue approval, as well as restricted

This Practice Note provides an introduction to loan portfolio sales, considering in particular the types of portfolios that exist for sale and the identities and motivations of typical sellers and buyers. It also describes a typical portfolio sale process. What is a portfolio sale? A loan portfolio sale is the disposal by a lender of a group of loans, rather than a single loan (as might be undertaken in a trade on the Secondary loan market). The selling lender may have been involved in origination or initial syndication of the relevant loans, or acquired them on the secondary loan market from other investors. Portfolio sales gained prominence following the global financial crisis in 2008 (see: 'Motivations of sellers' below). They became particularly significant in the Irish market as Irish credit institutions undertook substantial balance-sheet deleveraging and disposed of portfolios of performing and non-performing loans. Portfolio sales proved to be an effective and efficient way to reduce exposures and improve regulatory capital positions, particularly in areas considered non-core to a lender's

Scope of this Practice Note This Practice Note provides an introduction to security reviews and covers: • when and why a lender might ask its lawyers to carry out a security review • things to do before beginning a security review, and • how to report the results of the security review to the lender It forms part of a set of three documents dealing with carrying out and presenting the results of a security review, which should be used in conjunction with each other. The other two documents are: • a Precedent: Ireland—Security review report, which should be used to report the results of the security review to the lender • a Practice Note: Ireland—Security review—example structure chart which gives an example of a structure chart which would be appended to a security review report Security reviews—when and why? Often the first step in a restructuring is for the lender to ask its legal advisors to conduct a full review of the loan and security documents relating to

This Practice Note is intended as an introductory guide to sustainable finance for transactional banking and finance lawyers in Ireland. This Practice Note explains: • what is meant by sustainable finance and environmental, social and governance (ESG) • key drivers of sustainable finance • key sustainable finance products, including sustainability-linked and green loans, bonds, securitisations and derivatives • the challenges facing the market, such as disclosure and ‘greenwashing’ • Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (Sustainable Finance Disclosures Regulation (SFDR)) and Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate Sustainable Investment, and amending regulation (EU) 2019/2088 (EU Taxonomy Regulation) • the Corporate Sustainability Reporting Directive (Directive (EU) 2022/2464) as transposed into Irish law by SI No 336/2024 European Union (Corporate Sustainability Reporting) Regulations 2024 (Ireland) as amended by SI No 498/2024 European Union (Corporate Sustainability

Law360: The Irish government is aiming to build infrastructure with the €14.1bn in corporate tax payments due from Apple Inc following a European Court of Justice(ECJ) ruling that Ireland granted Apple illegal state aid, officials said Tuesday in announcing next year's budget.

Preparatory steps • Obtain a copy of employee’s latest contract of employment, any amendments or correspondence which form part of the contract and any company handbook that may be deemed to be part of the contract. • Confirm details of the continuous service of the employee (start date of employment and dates of any amendments to the contract made during the employment). • Obtain information regarding the employee’s pension: ◦ is it a defined benefit or defined contribution, and ◦ are all of the employer pension contributions paid up to date? • Consider the basis on which the settlement is being paid, ie is it in settlement of a Workplace Relations Commission (WRC) claim, a redundancy payment, payment in settlement of a personal injury claim or other legal claim? • It is important to agree that where multiple claims are being settled, the relevant proportion of the entire settlement sum applicable to each claim with the employer and that any tax