Non Disclosure Non Disparagement Agreement Template for Philippines

A comprehensive legal agreement governed by Philippine law that combines confidentiality obligations with non-disparagement commitments. This document ensures the protection of sensitive business information while preventing parties from making negative or harmful statements about each other. It incorporates requirements from the Philippine Data Privacy Act of 2012, relevant provisions of the Civil Code of the Philippines, and considerations from the Cybercrime Prevention Act, making it particularly suitable for business relationships where both information security and reputation management are crucial. The agreement includes detailed provisions on the handling of confidential information, specific non-disparagement obligations, enforcement mechanisms, and remedies available under Philippine law.

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What is a Non Disclosure Non Disparagement Agreement?

The Non Disclosure Non Disparagement Agreement is a critical legal instrument in the Philippine business environment, designed to address two distinct but related concerns: the protection of confidential information and the prevention of reputational harm. This document is particularly relevant in situations involving employee departures, business partnerships, consultancy arrangements, or any scenario where parties need to share sensitive information while ensuring mutual professional respect. It combines standard NDA provisions compliant with the Philippine Data Privacy Act with specific non-disparagement clauses that respect constitutional free speech provisions while protecting legitimate business interests. The agreement is structured to provide clear obligations, enforcement mechanisms, and remedies under Philippine law, making it essential for modern business relationships where both information security and reputation management are paramount.

What sections should be included in a Non Disclosure Non Disparagement Agreement?

1. Parties: Identification of all parties to the agreement, including their legal names, addresses, and any relevant corporate details

2. Background: Context of the agreement, relationship between parties, and purpose of entering into the NDA/Non-Disparagement arrangement

3. Definitions: Clear definitions of key terms including 'Confidential Information', 'Disparagement', 'Permitted Purpose', and 'Authorized Recipients'

4. Confidentiality Obligations: Detailed obligations regarding the protection, handling, and non-disclosure of confidential information

5. Non-Disparagement Obligations: Specific commitments regarding non-disparagement, including scope and nature of prohibited statements or actions

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including legal requirements and authorized recipients

7. Term and Survival: Duration of the agreement and which obligations survive termination

8. Return or Destruction of Confidential Information: Requirements and procedures for returning or destroying confidential information

9. Remedies and Enforcement: Legal remedies available in case of breach, including injunctive relief and damages

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

What sections are optional to include in a Non Disclosure Non Disparagement Agreement?

1. Digital Data Protection: Special provisions for handling digital confidential information and cybersecurity requirements

2. Employment Relationship: Additional provisions specific to employer-employee relationships

3. Intellectual Property Rights: Specific provisions relating to IP protection and ownership

4. Social Media and Online Conduct: Specific provisions regarding online behavior and social media posts

5. Third Party Rights: Provisions addressing rights of third parties affected by the agreement

6. Alternative Dispute Resolution: Procedures for mediation or arbitration before court proceedings

7. Data Privacy Compliance: Specific provisions ensuring compliance with the Data Privacy Act of 2012

What schedules should be included in a Non Disclosure Non Disparagement Agreement?

1. Schedule A - Confidential Information: Detailed list or categories of information considered confidential under the agreement

2. Schedule B - Authorized Recipients: List of individuals or entities authorized to receive confidential information

3. Schedule C - Security Protocols: Specific security measures and protocols for handling confidential information

4. Schedule D - Permitted Purposes: Detailed description of the purposes for which confidential information may be used

5. Appendix 1 - Form of Confidentiality Undertaking: Template undertaking to be signed by authorized recipients of confidential information

Authors

Alex Denne

Advisor @ GenieAI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Philippines

Publisher

GenieAI

Cost

Free to use

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