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Non Disclosure Agreement For Service Provider
"I need a Non-Disclosure Agreement For Service Provider for our IT consulting firm based in Manila, specifically to protect our source code and client data when engaging software development contractors starting March 2025."
1. Parties: Identification of the disclosing party (typically the company) and receiving party (the service provider), including complete legal names and addresses
2. Background: Context of the agreement, nature of the service provider relationship, and purpose of sharing confidential information
3. Definitions: Key terms including 'Confidential Information', 'Services', 'Representatives', 'Permitted Purpose', and other relevant definitions
4. Scope of Confidential Information: Detailed description of what constitutes confidential information under the agreement
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, protection, and non-disclosure requirements
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and professional advisors
7. Protection Measures: Specific security measures required to protect confidential information
8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request
9. Term and Survival: Duration of the agreement and which provisions survive termination
10. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
1. Data Privacy Compliance: Additional provisions specifically addressing compliance with the Data Privacy Act of 2012, required if personal data is involved
2. Intellectual Property Rights: Additional provisions clarifying ownership and protection of IP rights, needed if service provider may create or access IP
3. Non-Competition: Restrictions on competitive activities, optional depending on nature of services
4. Non-Solicitation: Restrictions on soliciting employees or clients, optional based on business relationship
5. Cybersecurity Requirements: Specific technical requirements for digital information protection, needed if handling digital assets
6. Audit Rights: Right to audit service provider's compliance, recommended for high-risk or regulated industries
7. Insurance Requirements: Mandatory insurance coverage, recommended for high-value confidential information
1. Schedule 1 - Description of Services: Detailed description of services to be provided, helping define context of confidential information access
2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information
3. Schedule 3 - Security Protocols: Specific security measures and protocols required for protecting confidential information
4. Schedule 4 - Data Processing Requirements: Specific requirements for handling personal data under the Data Privacy Act
5. Appendix A - Confidential Information Categories: Detailed categorization of types of confidential information covered
Authors
Information Technology
Business Process Outsourcing
Financial Services
Healthcare
Manufacturing
Professional Services
Telecommunications
E-commerce
Real Estate
Education
Research and Development
Media and Entertainment
Retail
Consulting
Legal
Procurement
Vendor Management
Information Security
Compliance
Risk Management
Operations
Human Resources
Information Technology
Business Development
Contract Administration
Chief Executive Officer
Chief Legal Officer
Legal Counsel
Procurement Manager
Vendor Management Officer
Contract Administrator
Business Development Manager
Human Resources Director
Information Security Officer
Chief Technology Officer
Operations Manager
Project Manager
Compliance Officer
Risk Manager
Data Protection Officer
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