This Non-Disclosure Contract is essential for businesses and individuals operating in the Philippines who need to protect confidential information during business dealings, negotiations, or employment relationships. The document is designed to comply with Philippine legal requirements, including the Civil Code, Data Privacy Act, and Intellectual Property Code. It's typically used when sharing sensitive business information, trade secrets, technical data, or proprietary information with potential business partners, employees, contractors, or investors. The agreement includes specific provisions for information handling, security measures, and enforcement mechanisms under Philippine law, with considerations for both physical and digital confidential information. It can be customized for various business contexts while maintaining its enforceability under Philippine jurisdiction.
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1. Parties: Identification of the disclosing and receiving parties, including their legal names, addresses, and corporate details
2. Background: Context of the agreement, including the purpose of sharing confidential information and the relationship between the parties
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Authorized Personnel', 'Permitted Purpose'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including duty of care, non-disclosure, and permitted uses
6. Security Measures: Required measures for protecting and securing confidential information
7. Duration and Survival: Term of the agreement and survival of obligations after termination
8. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Data Privacy Compliance: Special provisions for compliance with the Data Privacy Act when personal data is involved
2. Third Party Disclosure: Rules for sharing information with authorized third parties, advisors, or affiliates
3. Intellectual Property Rights: Clarification of IP ownership and rights when technical or proprietary information is involved
4. Non-Solicitation: Restrictions on soliciting employees or customers, often included in business contexts
5. Digital Security Measures: Specific requirements for electronic data protection when information is shared digitally
6. Competitive Restrictions: Additional restrictions on competitive activities when business-sensitive information is shared
7. Force Majeure: Provisions for handling confidential information during extraordinary circumstances
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered
2. Schedule 2 - Authorized Personnel: List of individuals or roles authorized to access the confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed
4. Schedule 4 - Permitted Purpose: Detailed description of the authorized uses of the confidential information
5. Schedule 5 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Relevant legal definitions
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Relevant Industries
Technology
Manufacturing
Healthcare
Financial Services
Professional Services
Retail
Education
Research and Development
Telecommunications
Real Estate
Entertainment
Pharmaceuticals
Energy
Construction
Consumer Goods
Relevant Teams
Legal
Human Resources
Executive Leadership
Business Development
Research and Development
Information Technology
Finance
Operations
Procurement
Compliance
Corporate Affairs
Strategic Planning
Innovation
Relevant Roles
Chief Executive Officer
Legal Counsel
Human Resources Manager
Business Development Manager
Project Manager
Research Director
Chief Technology Officer
Investment Manager
Procurement Manager
Operations Director
Chief Financial Officer
Corporate Secretary
Compliance Officer
Innovation Manager
Strategic Partnership Director
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