The Vendor Non Disclosure Agreement is a critical legal document used when companies in the Philippines need to share confidential information with their vendors, suppliers, or service providers. This document becomes necessary before engaging in detailed business discussions, during vendor onboarding, or when granting access to sensitive company information. The agreement must comply with Philippine legislation, particularly the Data Privacy Act of 2012, the Civil Code, and the Intellectual Property Code. It typically includes definitions of confidential information, scope of protection, security requirements, breach remedies, and termination provisions. The document is especially important in the Philippine business context, where many companies engage with multiple vendors and service providers across various industries, particularly in the growing outsourcing sector.
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1. Parties: Identification of the disclosing party (company) and receiving party (vendor), including complete legal names, addresses, and registration details
2. Background: Context of the business relationship and purpose of sharing confidential information
3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Trade Secrets', 'Authorized Personnel', and '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 use restrictions, security measures, and standard of care
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and legal/regulatory requirements
7. Term and Survival: Duration of the agreement and survival of obligations after termination
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Breach and Remedies: Consequences of breach, including injunctive relief and damages
10. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices
1. Data Privacy Compliance: Specific section addressing compliance with the Data Privacy Act of 2012 - include when personal data is involved
2. Intellectual Property Rights: Section clarifying that the agreement doesn't transfer IP rights - include when dealing with technical information or trade secrets
3. Non-Solicitation: Prohibition on soliciting employees or customers - include when there's significant exposure to internal operations
4. Information Security Requirements: Specific security protocols for handling confidential information - include for technical or highly sensitive data
5. Audit Rights: Right to audit vendor's compliance with confidentiality obligations - include for high-risk or regulated industries
6. Insurance Requirements: Obligations to maintain specific insurance coverage - include when dealing with valuable trade secrets or regulated industries
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule 2 - Authorized Personnel: List of personnel authorized to access confidential information (to be updated periodically)
3. Schedule 3 - Security Protocols: Specific security measures and protocols for handling confidential information
4. Appendix A - Form of Acknowledgment: Form to be signed by vendor's employees who will access confidential information
5. Appendix B - Data Processing Requirements: Specific requirements for processing personal data under Philippine law
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Business Process Outsourcing
Manufacturing
Financial Services
Healthcare
Retail
Telecommunications
Professional Services
Real Estate
Construction
Energy
Pharmaceuticals
Education
Logistics and Supply Chain
Relevant Teams
Legal
Procurement
Compliance
Information Security
Risk Management
Finance
Operations
Information Technology
Vendor Management
Data Protection
Supply Chain
Corporate Services
Administration
Project Management
Relevant Roles
Procurement Manager
Legal Counsel
Compliance Officer
Vendor Relations Manager
Chief Information Security Officer
Data Protection Officer
Supply Chain Manager
Contract Administrator
Chief Financial Officer
Operations Manager
Project Manager
Risk Manager
IT Director
Chief Technology Officer
Business Development Manager
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