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The Non Circumvention Non Disclosure & Working Agreement (NCNDA) is essential in the Philippine business environment where protecting business relationships, confidential information, and establishing clear working parameters is crucial. This document is typically used when parties intend to explore or engage in business opportunities where sensitive information needs to be shared, and there's a need to prevent parties from bypassing each other in business dealings. It's particularly relevant in scenarios involving business intermediaries, consultants, or strategic partnerships. The agreement must comply with Philippine legislation, including the Data Privacy Act of 2012 (RA 10173), the Intellectual Property Code (RA 8293), and relevant provisions of the Civil Code of the Philippines. The document combines protective measures for business relationships and confidential information with specific terms governing how parties will work together, making it especially valuable for international business dealings and complex commercial relationships where Philippine law governs the arrangement.

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

2. Background: Context of the agreement, including the business relationship and purpose of collaboration

3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Business Opportunity', 'Circumvention', 'Trade Secrets', and other relevant terms

4. Scope of Agreement: Clear delineation of the business activities, territories, and opportunities covered by the agreement

5. Non-Circumvention Obligations: Specific provisions preventing parties from bypassing each other or dealing directly with each other's contacts, clients, or partners

6. Confidentiality Obligations: Detailed provisions regarding the protection, handling, and non-disclosure of confidential information

7. Working Relationship Terms: Framework for the business relationship, including roles, responsibilities, and operational procedures

8. Duration and Termination: Term of the agreement, renewal provisions, and circumstances for termination

9. Compensation and Payment Terms: Financial arrangements, commission structures, and payment procedures

10. Intellectual Property Rights: Protection and ownership of IP, including any developments during the collaboration

11. Data Privacy and Protection: Compliance with Philippine Data Privacy Act and data handling procedures

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

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

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