Unilateral Non Disclosure Agreement for Philippines

Unilateral Non Disclosure Agreement Template for Philippines

A comprehensive legal document governed by Philippine law that establishes a one-way confidentiality obligation where one party (the Disclosing Party) shares confidential information with another party (the Receiving Party). This agreement is structured in accordance with Philippine civil law principles and incorporates requirements from the Data Privacy Act of 2012 and other relevant Philippine legislation. It provides robust protection for proprietary information, trade secrets, and other confidential material, while establishing clear obligations, permitted uses, and remedies under Philippine jurisdiction.

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What is a Unilateral Non Disclosure Agreement?

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.

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

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

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

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

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

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

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

Jurisdiction

Philippines

Publisher

Genie AI

Cost

Free to use
Relevant Industries

Technology

Manufacturing

Professional Services

Healthcare

Financial Services

Real Estate

Retail

Education

Telecommunications

Energy

Pharmaceuticals

Entertainment

Automotive

Agriculture

Mining

Relevant Teams

Legal

Executive Leadership

Business Development

Human Resources

Finance

Information Technology

Research and Development

Procurement

Operations

Compliance

Corporate Secretariat

Intellectual Property

Strategic Planning

Vendor Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Business Development Manager

Chief Technology Officer

Project Manager

Human Resources Director

Chief Financial Officer

Investment Manager

Research and Development Director

Procurement Manager

Operations Manager

Compliance Officer

Corporate Secretary

Intellectual Property Manager

Strategic Planning Director

Vendor Relations Manager

Due Diligence Officer

Industries
Civil Code of the Philippines (Republic Act No. 386): Provides the fundamental principles of contract law, including formation, validity, and enforcement of contracts. Articles 1305-1422 specifically deal with contracts and their requisites.
Data Privacy Act of 2012 (Republic Act No. 10173): Protects individual personal information in information and communications systems. Establishes requirements for processing and handling personal and sensitive personal information.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Protects intellectual property rights including trade secrets and confidential information. Particularly relevant for provisions regarding undisclosed information and trade secrets.
E-Commerce Act of 2000 (Republic Act No. 8792): Relevant for electronic data messages and electronic documents, particularly if the NDA will be executed electronically or covers electronic data.
Revised Corporation Code of the Philippines (Republic Act No. 11232): Contains provisions regarding corporate officers' and directors' duties of confidentiality and loyalty, relevant when the disclosing party is a corporation.
Revised Penal Code of the Philippines: Articles 290-291 provide criminal penalties for revelation of trade secrets and other confidential information obtained in the course of business relationships.
Securities Regulation Code (Republic Act No. 8799): Relevant if the confidential information includes material non-public information about publicly listed companies, establishing insider trading provisions.
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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