Confidentiality And Non Solicitation Agreement for Philippines

Confidentiality And Non Solicitation Agreement Template for Philippines

This document is a comprehensive legal agreement governed by Philippine law that combines confidentiality obligations with non-solicitation provisions. It establishes binding commitments to protect sensitive business information while preventing the solicitation of employees, customers, or business partners. The agreement incorporates key requirements under Philippine legislation, including the Data Privacy Act of 2012, the Civil Code, and relevant provisions of the Labor Code, making it suitable for both domestic and international business relationships involving Philippine entities.

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What is a Confidentiality And Non Solicitation Agreement?

The Confidentiality And Non Solicitation Agreement is essential for businesses operating in the Philippines who need to protect their sensitive information and maintain stable business relationships. This document is particularly crucial when entering into negotiations, partnerships, or employment relationships where confidential information will be shared and there's a need to prevent the poaching of employees or customers. The agreement must comply with Philippine law, including the Data Privacy Act of 2012, the Civil Code, and labor regulations. It's commonly used in business transactions, potential partnerships, employment situations, and consultancy arrangements where protecting trade secrets and maintaining business relationships is paramount. The document typically includes detailed provisions on what constitutes confidential information, the scope of non-solicitation restrictions, and enforcement mechanisms under Philippine jurisdiction.

What sections should be included in a Confidentiality And Non Solicitation Agreement?

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

2. Background: Context of the agreement, relationship between parties, and purpose of entering into the confidentiality and non-solicitation arrangement

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Solicitation', 'Restricted Period', and other relevant terms

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

5. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

6. Non-Solicitation Provisions: Restrictions on soliciting employees, customers, or business partners, including scope and duration

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 breach and available remedies including injunctive relief

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

What sections are optional to include in a Confidentiality And Non Solicitation Agreement?

1. Data Privacy Compliance: Specific provisions addressing compliance with the Data Privacy Act of 2012, used when personal data is involved

2. Intellectual Property Rights: Additional provisions protecting IP rights, used when confidential information includes IP assets

3. Survival Clause: Specifies which provisions survive termination, used in more complex agreements

4. Assignment and Succession: Rules for transferring rights under the agreement, used when transfer rights are important

5. Digital Information Security: Specific provisions for protecting digital information, used when electronic data is involved

6. International Transfer of Data: Provisions for cross-border data transfers, used when parties are in different jurisdictions

7. Force Majeure: Provisions for unforeseen circumstances, used in longer-term agreements

What schedules should be included in a Confidentiality And Non Solicitation Agreement?

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

2. Schedule B - Restricted Parties: List of specific employees, customers, or business partners covered by non-solicitation provisions

3. Schedule C - Security Protocols: Specific procedures for handling and protecting confidential information

4. Schedule D - Authorized Representatives: List of individuals authorized to receive or handle confidential information

5. Appendix 1 - Data Processing Requirements: Specific requirements for processing personal data under Philippine law

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Relevant Industries

Technology

Financial Services

Healthcare

Manufacturing

Professional Services

Retail

Telecommunications

Business Process Outsourcing

Research and Development

Education

Pharmaceuticals

Real Estate

Engineering

Media and Entertainment

Energy

Relevant Teams

Legal

Human Resources

Executive Leadership

Business Development

Information Technology

Research and Development

Sales

Operations

Procurement

Finance

Compliance

Information Security

Intellectual Property

Relevant Roles

Chief Executive Officer

Human Resources Director

Legal Counsel

Business Development Manager

Chief Technology Officer

Project Manager

Research Director

Sales Manager

Operations Manager

Procurement Manager

Chief Financial Officer

IT Security Manager

Compliance Officer

Recruitment Manager

Intellectual Property Manager

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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