This NDA Non Disparagement agreement is designed for use in the Philippine business context where parties need to protect both confidential information and maintain professional reputations. It's particularly relevant in situations involving employment relationships, business partnerships, or corporate transactions where sensitive information is shared and public statements could impact business interests. The document complies with Philippine legal requirements, including the Civil Code, Data Privacy Act, and constitutional provisions regarding freedom of expression. It's commonly used during employee departures, business negotiations, or when engaging with contractors who will have access to sensitive information. The agreement includes specific provisions for maintaining confidentiality, preventing harmful statements, and establishing clear enforcement mechanisms under Philippine jurisdiction.
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1. Parties: Identification of all parties to the agreement, including full legal names and addresses
2. Background: Context of the agreement, relationship between parties, and purpose of entering into the NDA and non-disparagement agreement
3. Definitions: Definitions of key terms including 'Confidential Information', 'Disparagement', 'Authorized Recipients', and other relevant terms
4. Confidentiality Obligations: Core confidentiality provisions, including scope of confidential information, duty of care, and permitted uses
5. Non-Disparagement Provisions: Specific obligations regarding non-disparagement, including scope of prohibited statements and communications
6. Duration: Term of the agreement and survival of obligations after termination
7. Return of Confidential Information: Obligations regarding the return or destruction of confidential information
8. Breach and Remedies: Consequences of breach, including available remedies and enforcement mechanisms
9. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
10. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Third Party Rights: Include when there are specific third parties who may need to enforce rights under the agreement
2. Social Media Policy: Include when parties have significant social media presence or when digital communications are a particular concern
3. Post-Employment Obligations: Include when the agreement is related to an employment relationship
4. Intellectual Property Rights: Include when confidential information includes specific IP rights that need additional protection
5. Dispute Resolution: Include when parties wish to specify alternative dispute resolution mechanisms like mediation or arbitration
6. Data Privacy Compliance: Include when personal data processing is involved, to ensure compliance with the Data Privacy Act
1. Schedule 1 - Confidential Information: Detailed list or categories of information deemed confidential under the agreement
2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information
3. Schedule 3 - Approved Form of Public Statements: Pre-approved language or topics for public communications, if applicable
4. Appendix A - Return of Information Certificate: Template certificate confirming return/destruction of confidential information
5. Appendix B - Confidentiality Acknowledgment: Form for authorized recipients to acknowledge confidentiality obligations
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