Non Compete Disclosure Agreement Template for Philippines

The Non-Compete Disclosure Agreement is essential in Philippine business relationships where one party needs to protect its legitimate business interests, trade secrets, and competitive advantage. This document is commonly used when engaging employees, contractors, or business partners who will have access to sensitive information or could potentially compete with the business. The agreement must be carefully drafted to comply with Philippine Constitutional rights, labor laws, and competition regulations, ensuring that restrictions are reasonable in scope, duration, and geographical coverage. It serves as a crucial tool for businesses operating in the Philippines to protect their investments in human capital, proprietary information, and market position while maintaining enforceability under local jurisdiction.

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details for companies

2. Background: Context of the agreement, relationship between parties, and purpose of the restrictions

3. Definitions: Detailed definitions of key terms including Confidential Information, Competitive Activity, Territory, and Restricted Period

4. Non-Compete Obligations: Specific restrictions on competitive activities, including scope, duration, and geographical limitations that comply with Philippine law

5. Confidentiality Obligations: Detailed provisions regarding the protection and non-disclosure of confidential information

6. Duration and Territory: Specific timeframe and geographical scope of the restrictions, ensuring reasonableness under Philippine law

7. Exceptions and Permitted Activities: Clear listing of activities that are permitted despite the general restrictions

8. Return of Confidential Information: Obligations regarding the return or destruction of confidential materials upon agreement termination

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

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

11. General Provisions: Standard clauses including severability, entire agreement, and amendments