Small Business Non Disclosure Agreement for Philippines

Small Business Non Disclosure Agreement Template for Philippines

A comprehensive non-disclosure agreement tailored for small businesses operating in the Philippines, designed to protect confidential information in accordance with Philippine law, particularly the Civil Code of the Philippines and the Data Privacy Act of 2012. This document establishes legally binding confidentiality obligations between parties, defines the scope of protected information, and outlines specific security measures and compliance requirements within the Philippine legal framework. It includes provisions for both physical and digital information protection, breach remedies, and clear guidelines for information handling and return.

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What is a Small Business Non Disclosure Agreement?

This Small Business Non Disclosure Agreement is essential for Philippines-based small businesses seeking to protect their confidential information when engaging with various stakeholders. The document is structured in accordance with Philippine law, including the Civil Code (Republic Act No. 386) and the Data Privacy Act of 2012 (Republic Act No. 10173), ensuring local legal compliance while remaining practical for small business use. It's particularly relevant when sharing sensitive business information, trade secrets, customer data, or proprietary information with contractors, suppliers, potential investors, or business partners. The agreement includes comprehensive confidentiality provisions, clear definitions of protected information, specific security requirements, and enforcement mechanisms suitable for the Philippine business environment.

What sections should be included in a Small Business Non Disclosure Agreement?

1. Parties: Identification of the disclosing and receiving parties, including their legal names, addresses, and business registration details

2. Background: Brief context of why the NDA is being entered into and the business relationship between the parties

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Trade Secrets', and 'Authorized Personnel'

4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement

5. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

6. Permitted Use: Specific purposes for which the confidential information may be used

7. Security Measures: Required measures to protect confidential information from unauthorized access or disclosure

8. Duration: Term of the agreement and survival of obligations after termination

9. Return or Destruction of Information: Requirements for handling confidential information upon termination or request

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

11. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement

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

1. Third Party Disclosure: Rules for sharing information with contractors or advisors - include when third parties may need access to confidential information

2. Data Privacy Compliance: Specific provisions relating to personal data protection - include when personal data will be shared

3. Digital Security Measures: Specific provisions for protecting digital information - include when electronic data is a significant part of shared information

4. Competing Business Restrictions: Non-compete provisions - include when there's risk of business competition

5. Intellectual Property Rights: Provisions clarifying IP ownership - include when shared information includes IP

6. Export Control: Compliance with export control laws - include when information may be subject to international transfer

What schedules should be included in a Small Business Non Disclosure Agreement?

1. Schedule A - Confidential Information: Detailed list of specific confidential information covered by the agreement

2. Schedule B - Authorized Personnel: List of personnel authorized to access the confidential information

3. Schedule C - Security Protocols: Specific security measures and protocols to be followed

4. Appendix 1 - Data Handling Procedures: Step-by-step procedures for handling confidential information

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

Jurisdiction

Philippines

Publisher

Genie AI

Cost

Free to use

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