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Confidentiality And Intellectual Property Assignment Agreement for Philippines

Confidentiality And Intellectual Property Assignment Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that combines confidentiality obligations with intellectual property assignment provisions. This document serves dual purposes: protecting confidential information shared between parties and ensuring clear transfer of intellectual property rights. It incorporates key requirements from the Philippine Intellectual Property Code, Data Privacy Act, and relevant employment laws, making it suitable for various business relationships including employment, consulting, and corporate transactions. The agreement includes detailed provisions for handling confidential information, specific mechanisms for IP assignment, and enforcement provisions aligned with Philippine legal requirements.

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What is a Confidentiality And Intellectual Property Assignment Agreement?

The Confidentiality And Intellectual Property Assignment Agreement is a critical legal instrument in the Philippine business environment, designed to protect business interests and intellectual assets. It is commonly used when engaging employees, contractors, or business partners who will have access to sensitive information or will create intellectual property during their engagement. The agreement ensures compliance with Philippine legislation, including the Intellectual Property Code (Republic Act No. 8293), Data Privacy Act of 2012, and relevant provisions of the Labor Code. This document is particularly important in the current digital age where intellectual property and confidential information are crucial business assets. It provides a clear framework for confidentiality obligations and ensures that all intellectual property created during the engagement is properly assigned to the appropriate party, while also including necessary safeguards and enforcement mechanisms under Philippine law.

What sections should be included in a Confidentiality And Intellectual Property Assignment Agreement?

1. Parties: Identification of the parties entering into the agreement, including their legal names, addresses, and corporate details if applicable

2. Background: Context of the agreement, relationship between the parties, and purpose of entering into the agreement

3. Definitions: Definitions of key terms including 'Confidential Information', 'Intellectual Property', 'Assignment', and other relevant terms

4. Confidentiality Obligations: Detailed obligations regarding the protection, use, and non-disclosure of confidential information

5. Intellectual Property Assignment: Terms of IP assignment, including scope, timing, and nature of rights being transferred

6. Representations and Warranties: Promises and guarantees made by each party regarding their authority, ownership of IP, and ability to enter into the agreement

7. Duration and Survival: Term of the agreement and which provisions survive termination

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information upon termination or request

9. Remedies: Available remedies in case of breach, including injunctive relief and damages

10. General Provisions: Standard legal provisions including governing law, jurisdiction, amendment process, and severability

What sections are optional to include in a Confidentiality And Intellectual Property Assignment Agreement?

1. Employment Relationship: Additional provisions specific to employer-employee relationships, including work-for-hire provisions

2. Third Party Rights: Provisions addressing rights of third parties who may have interests in the IP or confidential information

3. Data Privacy Compliance: Specific provisions ensuring compliance with the Data Privacy Act of 2012 when personal data is involved

4. Non-Competition: Restrictions on competitive activities, if appropriate to the relationship

5. Non-Solicitation: Restrictions on soliciting employees, customers, or suppliers

6. Assignment to Affiliates: Rights to assign the agreement or share information with affiliated companies

7. Electronic Execution: Provisions allowing for electronic signature and compliance with E-Commerce Act

8. Moral Rights Waiver: Specific waiver of moral rights in copyrightable works, where applicable

What schedules should be included in a Confidentiality And Intellectual Property Assignment Agreement?

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

2. Schedule B - Assigned Intellectual Property: Comprehensive list of intellectual property being assigned, including registrations and applications

3. Schedule C - Prior IP: List of any pre-existing IP that is explicitly excluded from the assignment

4. Schedule D - Approved Third Party Disclosures: List of third parties who may receive confidential information and specific permissions

5. Appendix 1 - Data Processing Terms: Specific terms regarding the processing of personal data if required under data privacy laws

6. Appendix 2 - Assignment Confirmation: Form of document to be executed to confirm specific IP assignments as they arise

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

Technology

Software Development

Manufacturing

Professional Services

Research and Development

Healthcare

Biotechnology

Financial Services

Education

Media and Entertainment

Telecommunications

Engineering

Consulting

Pharmaceutical

Creative Industries

Relevant Teams

Legal

Human Resources

Research and Development

Engineering

Product Development

Creative Services

Information Technology

Innovation

Business Development

Intellectual Property

Compliance

Operations

Relevant Roles

CEO

CTO

Software Developer

Research Scientist

Product Manager

Content Creator

Graphic Designer

Engineering Manager

HR Director

Legal Counsel

Innovation Manager

Project Manager

Technical Consultant

Research Director

Business Development Manager

Creative Director

Data Scientist

Systems Architect

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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