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Non Disclosure Non Use And Non Circumvention Agreement Template for Philippines

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Key Requirements PROMPT example:

Non Disclosure Non Use And Non Circumvention Agreement

"I need a Non Disclosure Non Use And Non Circumvention Agreement for my Philippine technology startup to protect our AI software intellectual property while discussing manufacturing partnerships with potential partners in Southeast Asia, with the agreement to be effective from March 1, 2025."

Document background
The Non-Disclosure, Non-Use, and Non-Circumvention Agreement (NDNCA) is a critical legal instrument used in the Philippines when parties need to share sensitive information while exploring business opportunities. This document is particularly important in the Philippine business environment, where protection of trade secrets and business relationships must comply with local laws including the Civil Code, Intellectual Property Code, and Data Privacy Act. The agreement is commonly used during business negotiations, joint ventures, or potential partnerships, providing three layers of protection: preventing unauthorized disclosure of confidential information, restricting how such information can be used, and ensuring parties cannot circumvent each other in business dealings. It's especially relevant given the Philippines' growing role in international business and its expanding digital economy.
Suggested Sections

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

2. Background: Context of the relationship between the parties and purpose of entering into the agreement

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

4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information

5. Non-Use Obligations: Restrictions on how the receiving party may use the confidential information

6. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings or relationships

7. Term and Survival: Duration of the agreement and which provisions survive termination

8. Return or Destruction of Confidential Information: Procedures for handling confidential information after the agreement ends

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

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

Optional Sections

1. Security Measures: Specific security protocols required for protecting confidential information, recommended for technology or data-heavy agreements

2. Third Party Disclosure: Rules for sharing information with authorized third parties, useful when professional advisors or contractors may need access

3. Competitive Activities: Additional restrictions on competitive activities, relevant for business partnerships or potential joint ventures

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

5. Electronic Storage and Transmission: Rules for digital handling of confidential information, important for modern business relationships

6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term arrangements

7. Dispute Resolution: Alternative dispute resolution mechanisms like mediation or arbitration, useful for international agreements

Suggested Schedules

1. Schedule A - Confidential Information: Detailed list or categories of information considered confidential under the agreement

2. Schedule B - Authorized Representatives: List of individuals authorized to receive or handle confidential information

3. Schedule C - Security Protocols: Specific security measures and procedures to be followed

4. Schedule D - Prohibited Activities: Detailed list of specifically prohibited circumvention activities

5. Schedule E - Approved Third Parties: List of pre-approved third parties who may receive confidential information

6. Appendix 1 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information

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

Relevant legal definitions









































Clauses






























Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Professional Services

Real Estate Development

Energy

Telecommunications

Pharmaceutical

Research and Development

International Trade

Business Process Outsourcing

Mining and Natural Resources

Entertainment and Media

Retail and E-commerce

Relevant Teams

Legal

Executive Leadership

Business Development

Research and Development

Information Technology

Finance

Operations

Procurement

Strategic Planning

Intellectual Property

Mergers and Acquisitions

Innovation

Information Security

Corporate Development

Product Development

Relevant Roles

Chief Executive Officer

Business Development Manager

Legal Counsel

Chief Technology Officer

Investment Manager

Project Manager

Research Director

Chief Financial Officer

Operations Manager

Procurement Manager

Strategic Partnership Director

Intellectual Property Manager

Innovation Director

Merger & Acquisition Specialist

Venture Capital Manager

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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