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Independent Contractor Non Disclosure Agreement

Independent Contractor Non Disclosure Agreement Template for Philippines

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Key Requirements PROMPT example:

Independent Contractor Non Disclosure Agreement

"I need an Independent Contractor Non-Disclosure Agreement for a software development contractor who will be working on our fintech platform starting March 2025, with special emphasis on data security protocols and protection of our proprietary algorithms."

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Document background
The Independent Contractor Non Disclosure Agreement is essential for businesses in the Philippines engaging external professionals while protecting sensitive information. This document serves a dual purpose: it establishes the contractor's status as an independent service provider (not an employee) while implementing comprehensive confidentiality protections. The agreement is designed to comply with Philippine legislation, including the Civil Code, Labor Code, Intellectual Property Code, and Data Privacy Act. It's particularly relevant when engaging consultants, freelancers, or specialized service providers who will have access to proprietary information, trade secrets, or sensitive business data. The document includes specific provisions for data protection, intellectual property rights, and clear delineation of the independent contractor relationship, making it suitable for various business arrangements where both professional services and information security are crucial.
Suggested Sections

1. Parties: Identifies the parties to the agreement, including the company (disclosing party) and the independent contractor (receiving party), with their complete legal names and addresses

2. Background: Explains the context of the relationship, stating that the contractor will provide services and requires access to confidential information

3. Definitions: Defines key terms including 'Confidential Information', 'Trade Secrets', 'Services', 'Intellectual Property Rights', and other relevant terms

4. Independent Contractor Relationship: Clearly establishes the nature of the relationship as independent contractor, not employment

5. Scope of Services: Brief overview of services to be provided (with details in Schedule)

6. Confidentiality Obligations: Core confidentiality provisions, including non-disclosure, non-use, and protection of confidential information

7. Return of Confidential Information: Requirements for returning or destroying confidential information upon request or termination

8. Intellectual Property Rights: Provisions regarding ownership and protection of IP created during the engagement

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

10. Survival: Specifies which provisions survive termination of the agreement

11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief

12. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices

Optional Sections

1. Data Privacy Compliance: Specific provisions for compliance with the Data Privacy Act when personal data processing is involved

2. Third Party Disclosure: Rules for sharing confidential information with authorized third parties, when applicable

3. Security Measures: Specific security protocols for handling confidential information, particularly relevant for technical or highly sensitive information

4. Non-Competition: Restrictions on competing activities, if appropriate for the relationship

5. Non-Solicitation: Restrictions on soliciting employees or clients, if relevant to the business relationship

6. Insurance Requirements: Specific insurance coverage requirements for the contractor, if needed

7. Dispute Resolution: Alternative dispute resolution procedures, such as mandatory mediation before litigation

8. Force Majeure: Provisions for unforeseen circumstances preventing performance

Suggested Schedules

1. Schedule A - Services Description: Detailed description of services to be provided by the independent contractor

2. Schedule B - Confidential Information: Specific categories or examples of confidential information covered by the agreement

3. Schedule C - Compensation: Payment terms and schedule for the contractor's services

4. Schedule D - Authorized Representatives: List of authorized representatives who may access or handle confidential information

5. Appendix 1 - Security Protocols: Specific security measures and protocols for handling confidential information

6. Appendix 2 - Return/Destruction Certificate: Template certificate for confirming return or destruction of confidential information

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Technology and Software Development

Professional Services

Healthcare

Financial Services

Manufacturing

Research and Development

Media and Entertainment

Education and Training

Consulting

E-commerce

Telecommunications

Real Estate

Retail

Biotechnology

Energy

Relevant Teams

Legal

Human Resources

Information Technology

Finance

Research & Development

Product Development

Marketing

Operations

Procurement

Information Security

Compliance

Project Management Office

Business Development

Strategy

Innovation

Relevant Roles

Freelance Developer

Independent Consultant

External Auditor

Contract Designer

Project Manager

Technical Specialist

Marketing Consultant

Financial Advisor

Research Analyst

IT Security Consultant

Content Creator

Business Strategy Consultant

Training Specialist

Quality Assurance Tester

Systems Architect

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental rules governing contracts, obligations, and civil relationships. Articles 1305-1422 specifically deal with contracts, their formation, and enforcement.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Protects trade secrets, confidential information, and other intellectual property rights that may be disclosed during the course of the independent contractor relationship.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, handling, and protection of personal information, which is crucial for NDAs that may involve access to personal data.
Labor Code of the Philippines (Presidential Decree No. 442): Though primarily focused on employment relationships, it helps define independent contractor status and distinguishes it from employment relationships.
E-Commerce Act of 2000 (Republic Act No. 8792): Relevant for NDAs that involve electronic data and digital information, providing legal framework for electronic documents and signatures.
The Constitution of the Philippines (1987): Article III, Section 3 provides fundamental privacy rights that must be considered in confidentiality agreements.
Securities Regulation Code (Republic Act No. 8799): Important if the NDA covers material non-public information related to publicly traded companies or securities.
Department of Labor and Employment (DOLE) Department Order No. 174-17: Provides guidelines on contracting arrangements and is relevant for establishing valid independent contractor relationships.
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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