This Unilateral Non Disclosure Agreement is designed for use in business situations where one party needs to share sensitive or proprietary information with another party while maintaining strict confidentiality. Commonly used in scenarios such as business negotiations, potential investments, vendor relationships, or consulting engagements, this agreement is specifically tailored to comply with Philippine law, including the Civil Code, Data Privacy Act, and Intellectual Property Code. It provides comprehensive protection for confidential information by establishing clear obligations for the receiving party, defining permitted uses, and specifying robust enforcement mechanisms. The agreement is particularly relevant when entering into preliminary discussions for potential business relationships or when engaging external parties who need access to proprietary information.
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1. Parties: Identifies the Disclosing Party and Receiving Party, including their complete legal names, addresses, and corporate details
2. Background: Explains the context and purpose of the agreement, including the nature of the business relationship
3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms
4. Disclosure of Confidential Information: Establishes the framework for how confidential information will be disclosed and marked
5. Obligations of Confidentiality: Details the core obligations of the Receiving Party regarding confidential information
6. Permitted Disclosures: Specifies who may receive the confidential information and under what circumstances
7. Protection and Security Measures: Outlines the specific measures required to protect confidential information
8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
9. Term and Termination: Duration of the agreement and conditions for termination
10. Breach and Remedies: Consequences of breach and available legal remedies
11. General Provisions: Standard clauses including governing law, jurisdiction, amendments, and notices
1. Intellectual Property Rights: Include when confidential information includes IP assets or when IP ownership needs to be explicitly addressed
2. Data Privacy Compliance: Include when personal data under the Data Privacy Act will be shared
3. Non-Solicitation: Include to prevent solicitation of employees or customers
4. Regulatory Compliance: Include when dealing with regulated industries or when specific regulatory requirements must be addressed
5. Electronic Storage and Transmission: Include when confidential information will be shared or stored electronically
6. Publicity and Announcements: Include when there's a need to control public statements about the business relationship
7. Insurance Requirements: Include when requiring specific insurance coverage for data protection
8. Audit Rights: Include when the Disclosing Party needs rights to audit compliance
1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for different types of confidential information
4. Schedule 4 - Approved Subcontractors: If applicable, list of approved third parties who may receive confidential information
5. Appendix A - Form of Confidentiality Undertaking: Template for confidentiality undertakings to be signed by representatives
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