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International Non Disclosure Agreement for Philippines

International Non Disclosure Agreement Template for Philippines

A comprehensive non-disclosure agreement template designed for cross-border business relationships where at least one party is based in or operating under Philippine law. This document ensures robust protection of confidential information in international business contexts while maintaining compliance with Philippine regulations, particularly the Data Privacy Act of 2012 and relevant intellectual property laws. The agreement incorporates international best practices while being specifically structured to be enforceable under Philippine jurisdiction, making it suitable for Philippine companies engaging in international business relationships or foreign companies doing business with Philippine entities.

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International Non Disclosure Agreement

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What is a International Non Disclosure Agreement?

This International Non Disclosure Agreement is essential for businesses engaging in cross-border transactions or relationships where confidential information needs to be protected under Philippine law. It is particularly relevant when Philippine companies share sensitive information with foreign entities, or when international companies conduct business activities in the Philippines. The agreement addresses key requirements under Philippine legislation, including the Data Privacy Act of 2012, the Intellectual Property Code, and the E-Commerce Act, while incorporating international best practices for confidentiality protection. It should be used before sharing sensitive business information, during business negotiations, joint ventures, or any international collaboration where proprietary information needs protection. The document includes specific provisions for cross-border data transfers, regulatory compliance, and enforcement mechanisms recognized under Philippine law.

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

1. Parties: Identification of all parties to the agreement, including full legal names, addresses, and registration details

2. Background: Context of the relationship between parties and purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Permitted Purpose', and 'Representatives'

4. Scope of Confidentiality: Detailed description of what constitutes confidential information and exclusions

5. Confidentiality Obligations: Core obligations regarding use, disclosure, and protection of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to representatives and by legal requirement

7. Data Privacy Compliance: Specific provisions ensuring compliance with Philippine Data Privacy Act and international data protection laws

8. Security Measures: Required security measures for protecting confidential information

9. Return or Destruction: Obligations regarding return or destruction of confidential information upon termination

10. Term and Termination: Duration of the agreement and termination provisions

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

12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

13. General Provisions: Standard boilerplate clauses including severability, amendments, and entire agreement

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

1. Regulatory Compliance: Additional compliance requirements for regulated industries (e.g., financial services, healthcare)

2. Intellectual Property Rights: Specific provisions regarding IP rights when confidential information includes IP

3. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship

4. Cross-Border Data Transfers: Specific provisions for international data transfers when significant data flow exists between countries

5. Audit Rights: Rights to audit compliance with confidentiality obligations for high-sensitivity agreements

6. Insurance Requirements: Obligations to maintain specific insurance coverage for high-value confidential information

7. Translations: Provisions regarding official translations and controlling language when parties are from different language regions

8. Force Majeure: Provisions for handling confidentiality obligations during force majeure events

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

1. Schedule A - Designated Representatives: List of authorized representatives from each party who may access confidential information

2. Schedule B - Categories of Confidential Information: Detailed categorization of types of confidential information covered

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

4. Schedule D - Destruction Procedures: Detailed procedures for secure destruction or return of confidential information

5. Appendix 1 - Data Processing Requirements: Specific requirements for processing personal data under Philippine Data Privacy Act

6. Appendix 2 - Notice Templates: Standard forms for various notices required under the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ 抖阴短视频 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Cost

Free to use
Relevant legal definitions































Clauses






























Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Professional Services

Telecommunications

Pharmaceuticals

Research & Development

Energy

E-commerce

Automotive

Education

Business Process Outsourcing

Aerospace

International Trade

Relevant Teams

Legal

Compliance

Executive Leadership

Business Development

Research and Development

Information Technology

Operations

Finance

Human Resources

Procurement

International Business

Data Protection

Intellectual Property

Strategic Partnerships

Sales

Relevant Roles

Chief Executive Officer

Legal Counsel

Business Development Manager

Chief Technology Officer

Research Director

Project Manager

Procurement Manager

Chief Financial Officer

Operations Director

International Business Manager

Compliance Officer

Data Protection Officer

Investment Manager

Strategic Partnership Director

Intellectual Property Manager

Human Resources Director

Sales Director

Technical Consultant

Industries







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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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