Bilateral NDA Template for Philippines

This Bilateral NDA template is designed for use under Philippine law when two parties need to exchange confidential information while ensuring mutual protection. It's particularly relevant in business negotiations, joint ventures, potential partnerships, or any situation where sensitive information needs to be shared bilaterally. The document incorporates key requirements from Philippine legislation, including the Civil Code, Data Privacy Act of 2012, and IP Code, making it suitable for both domestic and international transactions governed by Philippine law. The agreement covers definition of confidential information, permitted uses, security requirements, term and termination provisions, and enforcement mechanisms, while allowing customization for specific business needs and industry requirements.

1. Parties: Identification of both parties entering into the NDA, including full legal names, addresses, and company registration details if applicable

2. Background: Brief context explaining why the parties are entering into the NDA and the purpose of sharing confidential information

3. Definitions: Key terms used in the agreement, particularly defining 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms

4. Disclosure and Use of Confidential Information: Core obligations regarding how confidential information can be shared and used, including the permitted purpose

5. Confidentiality Obligations: Specific duties of each party in protecting confidential information, including security measures and standards of care

6. Exceptions to Confidentiality: Circumstances where information is not considered confidential or where disclosure is permitted

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

8. Term and Termination: Duration of the agreement and circumstances for termination

9. Breach and Remedies: Consequences of breaching the agreement and available legal remedies

10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments