The Non-Disclosure Non-Circumvention Agreement is essential for businesses and individuals operating in the Philippines who need to protect sensitive information and business opportunities during commercial discussions. This document is particularly crucial when parties are exploring potential business relationships, joint ventures, or investment opportunities where there's a need to share confidential information while ensuring that parties don't bypass each other to pursue opportunities independently. The agreement must comply with Philippine legislation, including the Data Privacy Act of 2012, the Intellectual Property Code, and relevant provisions of the Civil Code. It's commonly used in scenarios involving business negotiations, partnership discussions, investment opportunities, and technology transfers, where both confidentiality and relationship protection are paramount.
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1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and business registration details
2. Background: Context of the agreement, business relationship, and purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Business Opportunity', 'Circumvention', and other relevant terms
4. Confidentiality Obligations: Core obligations regarding the protection, use, and non-disclosure of confidential information
5. Non-Circumvention Obligations: Prohibitions on bypassing or excluding other parties from business opportunities
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Security Measures: Specific measures required to protect confidential information
8. Return or Destruction of Information: Obligations regarding the handling of confidential information upon termination or request
9. Term and Survival: Duration of the agreement and which obligations survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
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 amendments
1. Intellectual Property Rights: Additional provisions protecting IP rights when the confidential information includes intellectual property
2. Digital Security Measures: Specific provisions for protecting digital information, recommended when sharing electronic data
3. Third Party Disclosure: Additional provisions for cases where third party disclosure is anticipated
4. Competition Restrictions: Additional non-compete provisions where relevant to the business relationship
5. Data Privacy Compliance: Specific provisions ensuring compliance with the Data Privacy Act when personal data is involved
6. International Transfer of Information: Additional provisions for cross-border information sharing
7. Alternative Dispute Resolution: Mediation or arbitration provisions as alternatives to court litigation
1. Schedule A - Confidential Information: Detailed list or categories of confidential information covered by the agreement
2. Schedule B - Business Opportunities: Description of specific business opportunities or relationships covered by non-circumvention provisions
3. Schedule C - Authorized Representatives: List of authorized representatives who may receive or handle confidential information
4. Schedule D - Security Protocols: Detailed security measures and protocols for handling confidential information
5. Appendix 1 - Disclosure Record: Template for recording authorized disclosures of confidential information
6. Appendix 2 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
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