Mutual Non Disclosure And Non Circumvention Agreement Template for Philippines

The Mutual Non-Disclosure and Non-Circumvention Agreement is essential for businesses operating in the Philippines who need to protect sensitive information while exploring potential business relationships. This document becomes necessary when parties need to share confidential information such as trade secrets, business strategies, customer lists, or technical data, while also ensuring that neither party can circumvent the other to gain unfair business advantages. The agreement complies with Philippine legislation, including the Data Privacy Act of 2012, the Civil Code, and intellectual property laws. It's particularly relevant in scenarios involving business negotiations, joint ventures, potential partnerships, or any situation where valuable proprietary information needs to be shared while maintaining business relationship integrity.

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

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

3. Definitions: Detailed definitions of key terms, including 'Confidential Information', 'Trade Secrets', 'Permitted Purpose', and 'Representatives'

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and how it may be identified

5. Non-Disclosure Obligations: Core obligations regarding the protection and non-disclosure of confidential information

6. Non-Circumvention Obligations: Obligations preventing parties from bypassing each other in business dealings or relationships

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

8. Security Measures: Required procedures and safeguards for protecting confidential information

9. Return or Destruction of Information: Procedures for handling confidential information upon termination or request

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

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

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