NDA Vendor

NDA Vendor Template for Philippines

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Key Requirements PROMPT example:

"I need a Vendor NDA for a Philippine technology company engaging multiple software development vendors starting March 2025, with strong data protection clauses and specific provisions for source code and technical documentation protection."

Document background

This Vendor NDA template is specifically designed for use in the Philippines when companies need to share confidential information with their vendors, suppliers, or service providers. The document ensures compliance with Philippine legislation, including the Data Privacy Act of 2012, the Civil Code, and relevant intellectual property laws. It is particularly useful when engaging new vendors or updating agreements with existing vendors who require access to sensitive business information, trade secrets, or personal data. The agreement includes comprehensive provisions for data protection, permitted uses, security requirements, and enforcement mechanisms, while accommodating the specific needs of vendor relationships in various business contexts.

Suggested Sections

1. Parties: Identification of the disclosing party (typically the company) and receiving party (the vendor), including full legal names and addresses

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

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

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

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors

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

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

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

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

Optional Sections

1. Data Privacy Compliance: Specific provisions for compliance with the Data Privacy Act of 2012, necessary when personal data is involved

2. Intellectual Property Rights: Additional provisions protecting IP rights, needed when technical information or trade secrets are shared

3. Security Measures: Specific security protocols for handling confidential information, important for technology vendors or those handling sensitive data

4. Competitive Restrictions: Non-compete or non-solicitation provisions, relevant for vendors with access to strategic information

5. Audit Rights: Right to audit vendor's compliance with confidentiality obligations, useful for highly sensitive information

6. Force Majeure: Provisions for handling confidential information during unexpected events, relevant in long-term vendor relationships

7. Digital Security: Specific provisions for handling digital information and cybersecurity requirements, necessary for electronic data sharing

Suggested Schedules

1. Schedule 1 - Specified Confidential Information: Detailed list or categories of confidential information covered by the agreement

2. Schedule 2 - Authorized Representatives: List of authorized personnel who may access confidential information

3. Schedule 3 - Security Protocols: Specific security measures and protocols to be followed when handling confidential information

4. Schedule 4 - Data Processing Requirements: Specific requirements for handling personal data under the Data Privacy Act, if applicable

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Retail

Professional Services

Telecommunications

Construction

Energy

Education

Logistics

Real Estate

Food and Beverage

Business Process Outsourcing

Relevant Teams

Legal

Procurement

Compliance

Information Security

Vendor Management

Supply Chain

Operations

Information Technology

Risk Management

Finance

Project Management

Relevant Roles

Procurement Manager

Legal Counsel

Compliance Officer

Chief Information Security Officer

Vendor Relations Manager

Supply Chain Manager

Operations Director

Contract Administrator

Chief Technology Officer

Risk Manager

Project Manager

Chief Financial Officer

IT Manager

Business Development Manager

Data Protection Officer

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Authors

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