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Vendor NDA

Vendor NDA Template for Philippines

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Key Requirements PROMPT example:

Vendor NDA

"I need a Vendor NDA for my technology company based in Manila, specifically to protect our proprietary software code and customer data when working with an IT maintenance service provider starting January 2025."

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Document background
This Vendor NDA template is specifically designed for use in the Philippines, incorporating requirements from the Philippine Data Privacy Act, Civil Code, and relevant commercial legislation. It should be used whenever a company needs to share confidential information with vendors, suppliers, or service providers in the course of business operations. The document provides comprehensive protection for various types of confidential information, including trade secrets, proprietary technology, customer data, and business strategies. This Vendor NDA includes specific provisions for data handling, security measures, and breach remedies that align with Philippine legal requirements while maintaining practical business functionality. It's particularly important in contexts where vendors need access to sensitive company information to provide their services effectively.
Suggested Sections

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

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

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

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

5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information

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

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

Optional Sections

1. Data Privacy Compliance: Additional section required when confidential information includes personal data covered by the Data Privacy Act

2. Intellectual Property Rights: Additional provisions when confidential information includes IP-protected materials

3. Security Measures: Specific technical and organizational measures required for protecting confidential information

4. Non-Solicitation: Optional restrictions on soliciting employees or customers, if relevant to the vendor relationship

5. Assignment and Succession: Include when either party may need to transfer rights under the agreement

6. Insurance Requirements: Include when vendor needs to maintain specific insurance coverage for data protection

7. Audit Rights: Include when regular auditing of vendor's compliance is necessary

Suggested Schedules

1. Schedule 1 - Description of Permitted Purpose: Detailed description of the specific purpose for which confidential information may be used

2. Schedule 2 - Authorized Personnel: List of individuals or roles authorized to access confidential information

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

4. Appendix A - Types of Confidential Information: Detailed categorization of different types of confidential information covered

5. Appendix B - 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

alex.den.21@genieai.co
Relevant legal definitions






























Clauses

























Relevant Industries

Information Technology

Business Process Outsourcing

Manufacturing

Financial Services

Healthcare

Retail

Telecommunications

Professional Services

Construction

Energy

Logistics

Education

Relevant Teams

Legal

Procurement

Information Technology

Information Security

Compliance

Risk Management

Operations

Finance

Human Resources

Research & Development

Project Management

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Legal Counsel

Procurement Manager

Vendor Relations Manager

Contract Administrator

Chief Information Officer

Chief Technology Officer

Chief Financial Officer

Operations Manager

Project Manager

Information Security Officer

Data Protection Officer

Risk Manager

Compliance Officer

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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