The Subcontractor Confidentiality Agreement is essential in business relationships where a contractor needs to share sensitive information with subcontractors while maintaining control over its use and dissemination. This document is particularly relevant in the Philippine business context, where growing industries like IT, BPO, and manufacturing regularly engage subcontractors. It ensures compliance with Philippine legislation, including the Data Privacy Act of 2012 and the Intellectual Property Code, while protecting trade secrets, proprietary information, client data, and other confidential materials. The agreement is commonly used when engaging third-party service providers, consultants, or specialized contractors who will have access to sensitive business information in the course of their work.
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1. Parties: Identification of the main contractor and subcontractor, including full legal names, addresses, and company registration details
2. Background: Context of the relationship between the parties and purpose of the agreement
3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', 'Representatives', and other relevant terms
4. Scope of Confidentiality: Detailed description of what constitutes confidential information and the extent of protection
5. Obligations of Confidentiality: Specific duties and responsibilities regarding the handling and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Security Measures: Required security protocols and measures for protecting confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Survival: Duration of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Data Privacy Compliance: Specific provisions relating to compliance with the Data Privacy Act of 2012, used when confidential information includes personal data
2. Intellectual Property Rights: Additional provisions regarding IP ownership and protection, used when confidential information includes IP-sensitive material
3. International Transfer of Data: Provisions governing cross-border data transfers, used when parties are in different jurisdictions
4. Audit Rights: Rights to audit subcontractor's compliance with confidentiality obligations, used for high-risk or regulated industries
5. Insurance Requirements: Specific insurance obligations related to data protection, used in high-value or high-risk agreements
6. Electronic Information Security: Specific provisions for protecting digital information, used when confidential information is primarily stored or transmitted electronically
1. Schedule 1 - Description of Confidential Information: Detailed categorization and description of the types of confidential information covered
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Detailed security measures and procedures to be followed
4. Schedule 4 - Approved Subcontractors: List of pre-approved third parties who may receive confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template for individual confidentiality undertakings to be signed by employees/representatives
6. Appendix B - Data Breach Protocol: Procedures to be followed in case of actual or suspected breach
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Manufacturing
Professional Services
Construction
Healthcare
Financial Services
Telecommunications
Research and Development
Defense
Energy
Pharmaceuticals
Business Process Outsourcing
Engineering
Consulting
Relevant Teams
Legal
Procurement
Operations
Information Technology
Risk and Compliance
Supply Chain
Project Management
Information Security
Vendor Management
Human Resources
Finance
Business Development
Relevant Roles
Project Manager
Procurement Manager
Legal Counsel
Contracts Manager
Chief Information Officer
Chief Technology Officer
Operations Director
Compliance Officer
Risk Manager
Supply Chain Manager
Vendor Relations Manager
Business Development Manager
Human Resources Director
Information Security Officer
Chief Financial Officer
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