Information Technology Non Disclosure Agreement Template for Philippines

This Information Technology Non Disclosure Agreement is designed for use in the Philippine technology sector where protection of sensitive technical and business information is crucial. The agreement is structured to comply with Philippine legislation, particularly the Data Privacy Act of 2012, E-Commerce Act, and Cybercrime Prevention Act. It is commonly used when parties need to share sensitive technical information such as source code, system architectures, technical specifications, or proprietary methodologies. The document is particularly relevant for outsourcing arrangements, software development projects, IT consultancy services, and technology partnerships where protection of intellectual property and confidential information is paramount. The agreement includes specific provisions addressing modern technology considerations while ensuring enforceability under Philippine law.

1. Parties: Identification of the disclosing and receiving parties, including their legal names, addresses, and company registration details

2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and 'Authorized Personnel'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the IT context, including source code, algorithms, databases, and technical specifications

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information

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

7. Data Privacy Compliance: Specific obligations relating to compliance with the Philippines Data Privacy Act and related regulations

8. Security Measures: Required technical and organizational security measures for protecting confidential information

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

10. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon termination

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

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes