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Buyer Confidentiality Agreement for Philippines

Buyer Confidentiality Agreement Template for Philippines

A comprehensive confidentiality agreement governed by Philippine law, designed to protect sensitive business information disclosed during potential acquisition or investment discussions. This agreement ensures compliance with the Philippine Data Privacy Act of 2012 and relevant provisions of the Civil Code while establishing clear obligations for maintaining confidentiality, permitted uses of information, and consequences of breach. The document includes specific provisions for both physical and electronic information security, reflecting modern business practices and local regulatory requirements.

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What is a Buyer Confidentiality Agreement?

The Buyer Confidentiality Agreement is a crucial legal document used in the initial stages of potential business transactions in the Philippines, where a prospective buyer needs access to sensitive business information for evaluation purposes. This document is essential before commencing due diligence processes and is structured to comply with Philippine legislation, including the Data Privacy Act of 2012, the Civil Code, and relevant provisions of the Electronic Commerce Act. It typically precedes more detailed transaction documents and serves to protect proprietary information, trade secrets, customer data, and other confidential business information that may be shared during the evaluation process. The agreement is particularly important in the Philippine business context, where maintaining confidentiality is crucial for preserving competitive advantages and protecting business interests in a rapidly developing market.

What sections should be included in a Buyer Confidentiality Agreement?

1. Parties: Identification of the disclosing party (typically seller/company) and receiving party (buyer), including complete legal names and addresses

2. Background: Context of the potential transaction or business relationship necessitating the exchange of confidential information

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', and 'Affiliate' as applicable to the agreement

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives or as required by law

7. Term and Survival: Duration of the confidentiality obligations and survival provisions

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Remedies: Legal remedies available in case of breach, including injunctive relief

10. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Buyer Confidentiality Agreement?

1. Data Privacy Compliance: Specific provisions addressing compliance with the Data Privacy Act of 2012, required when personal data is involved

2. Securities Laws Compliance: Additional provisions required when dealing with listed companies or material non-public information

3. Electronic Information Security: Specific provisions for protecting electronic data and digital information, recommended when significant digital assets are involved

4. Non-Solicitation: Restrictions on soliciting employees or customers, optional depending on business context

5. Residual Information: Provisions addressing the use of residual knowledge, optional based on industry and type of information

6. Public Announcements: Controls on public statements about the potential transaction, relevant for high-profile deals

What schedules should be included in a Buyer Confidentiality Agreement?

1. Schedule 1 - Specific Confidential Information: Detailed list or categories of information deemed confidential under the agreement

2. Schedule 2 - Authorized Representatives: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific security measures required for handling confidential information

4. Appendix A - Form of Representative Undertaking: Template confidentiality undertaking for representatives who will access the information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions

























Clauses

























Relevant Industries

Manufacturing

Technology

Real Estate

Financial Services

Healthcare

Retail

Energy

Mining

Telecommunications

Professional Services

Education

Agriculture

Construction

Transportation

Hospitality

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Business Development

Strategy

Executive Leadership

Investment

Operations

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Secretary

Business Development Manager

Mergers & Acquisitions Director

Investment Manager

Due Diligence Officer

Compliance Officer

Risk Manager

Corporate Development Director

Strategy Director

Finance Manager

Legal Counsel

Investment Analyst

Business Analyst

Project Manager

Operations Director

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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