Non Compete Intellectual Property Agreement Template for Philippines

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Key Requirements PROMPT example:

Non Compete Intellectual Property Agreement

"I need a Non Compete Intellectual Property Agreement for a senior software developer joining my fintech startup in Manila, with specific focus on protecting our AI algorithms and ensuring they can't work for competing financial technology companies in Southeast Asia for 18 months after leaving."

Document background
The Non-Compete Intellectual Property Agreement serves as a crucial legal instrument in the Philippine business environment, designed to protect organizations' intellectual property assets while preventing unfair competition from former employees or contractors. This document is particularly valuable when engaging employees or contractors who will have access to sensitive intellectual property, trade secrets, or proprietary information. It ensures compliance with Philippine intellectual property laws, including the Intellectual Property Code (RA 8293), while maintaining reasonable restrictions as required by Philippine labor laws. The agreement is commonly used during employee onboarding, contractor engagement, or business partnerships where IP protection is paramount, and includes specific provisions for confidentiality, non-competition, and IP ownership transfer.
Suggested Sections

1. Parties: Identification of the contracting parties, including full legal names, addresses, and business registration details

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

3. Definitions: Detailed definitions of key terms including Intellectual Property, Confidential Information, Competition, Territory, and Restricted Period

4. Intellectual Property Rights: Comprehensive coverage of IP ownership, assignment, and protection obligations

5. Non-Compete Obligations: Specific restrictions on competitive activities, including scope, duration, and geographical limitations

6. Confidentiality Obligations: Requirements for maintaining confidentiality of proprietary information and trade secrets

7. Duration and Territory: Temporal and geographical scope of the agreement's restrictions

8. Consideration: Details of any payment or benefit provided in exchange for the restrictions

9. Enforcement and Remedies: Rights and procedures for enforcing the agreement, including injunctive relief and damages

10. Return of Property: Obligations regarding the return of confidential information and intellectual property upon termination

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

12. General Provisions: Standard clauses including severability, entire agreement, and amendment procedures

Optional Sections

1. Assignment Rights: Specific provisions regarding the right to assign the agreement to third parties, particularly relevant in case of business sale or restructuring

2. Dispute Resolution: Alternative dispute resolution mechanisms such as mediation or arbitration, recommended for complex business relationships

3. Training and Development: Provisions regarding any specialized training provided, useful when the non-compete is tied to significant company investment in employee development

4. Garden Leave: Provisions for paid non-active period, relevant for senior executives or key personnel

5. Survival Clauses: Specific provisions that survive termination, important for long-term IP protection

6. Independent Contractor Provisions: Special provisions if the agreement is with independent contractors rather than employees

7. Industry-Specific Compliance: Additional compliance requirements for regulated industries

Suggested Schedules

1. Schedule A - Protected Intellectual Property: Detailed list of specific IP assets covered by the agreement, including patents, trademarks, copyrights, and trade secrets

2. Schedule B - Restricted Activities: Comprehensive list of specific activities, businesses, and roles that are restricted under the non-compete provisions

3. Schedule C - Territorial Restrictions: Detailed mapping of geographical areas where restrictions apply

4. Schedule D - Consideration Details: Breakdown of any financial or other consideration provided in exchange for the restrictions

5. Appendix 1 - Confidential Information Categories: Detailed categorization of types of confidential information covered

6. Appendix 2 - Return of Property Checklist: Itemized list of physical and digital assets to be returned upon termination

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Pharmaceuticals

Biotechnology

Software Development

Manufacturing

Research and Development

Financial Services

Professional Services

Healthcare

Telecommunications

Media and Entertainment

Engineering

Consumer Electronics

Industrial Design

Education and Training

Relevant Teams

Research and Development

Product Development

Engineering

Innovation

Technology

Legal

Intellectual Property

Information Technology

Design

Scientific Research

Software Development

Data Science

Technical Operations

Systems Architecture

Relevant Roles

Chief Technology Officer

Research Scientist

Software Engineer

Product Developer

R&D Manager

Technical Lead

Chief Innovation Officer

Systems Architect

Data Scientist

Product Manager

Industrial Designer

Senior Developer

Biotechnology Researcher

AI Engineer

Technical Consultant

Research Director

IP Manager

Innovation Specialist

Industries
Intellectual Property Code of the Philippines (Republic Act No. 8293): The primary legislation governing intellectual property rights in the Philippines, covering patents, trademarks, copyright, and related rights. Essential for defining protected IP and enforcement mechanisms.
Philippine Constitution Article XIII, Section 3: Constitutional provisions regarding labor rights and the right to work, which affect the enforceability of non-compete clauses and employment restrictions.
Civil Code of the Philippines (Republic Act No. 386): Contains provisions on contracts, obligations, and general principles of law that affect the validity and enforcement of IP agreements and non-compete clauses.
Philippine Competition Act (Republic Act No. 10667): Regulates anti-competitive agreements and practices, relevant for ensuring non-compete provisions do not violate competition law.
Securities Regulation Code (Republic Act No. 8799): Relevant for provisions relating to trade secrets and confidential information in the context of business operations.
Labor Code of the Philippines (Presidential Decree No. 442): Contains provisions affecting employment relationships and restrictions on post-employment activities.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the protection of personal and sensitive information, which may be relevant to IP and confidentiality provisions.
E-Commerce Act (Republic Act No. 8792): Relevant for intellectual property rights in electronic form and digital assets.
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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