AI Generated Filipino Non-Disclosure Agreement (NDA) - 2026 Updated
Non-Disclosure Agreement
1. Identification of Parties
Defines the Disclosing Party and the Receiving Party, including their full legal names, business addresses, and legal forms of organization.
2. Recitals and Purpose
States the background facts and specific purpose for which the confidential information will be disclosed.
3. Definition of Confidential Information
Specifies what constitutes Confidential Information, including documents, data, intellectual property, trade secrets, and any other information disclosed in oral, written, electronic, or any tangible form.
4. Exclusions from Confidential Information
Lists categories of information that will not be treated as confidential, such as information already in the public domain, independently developed information, or information legally obtained from a third party.
5. Obligations of Receiving Party
Details the duties of the Receiving Party to maintain confidentiality, restrict disclosure, and use the information solely for the stated purpose.
6. Standard of Care
Specifies the degree of care the Receiving Party must exercise (e.g., reasonable care or the same standard used to protect its own confidential information).
7. Use and Limitation
Limits the use of Confidential Information strictly to the purpose identified in the agreement and prohibits reverse engineering, decompilation, or duplication beyond that purpose.
8. Disclosure to Representatives
Establishes conditions under which the Receiving Party may share Confidential Information with its employees, agents, consultants, or affiliates, ensuring they are bound by similar confidentiality obligations.
9. Data Privacy Compliance
Requires both parties to comply with the Philippine Data Privacy Act of 2012 and related regulations when processing personal data included in the Confidential Information.
10. Term
Sets the duration of the confidentiality obligations, including the effective date and the survival period after termination or completion of the purpose.
11. Return or Destruction of Confidential Information
Obliges the Receiving Party to return or destroy all copies of Confidential Information upon request or termination of the agreement, and to certify such destruction in writing.
12. Compelled Disclosure
Outlines the procedure if the Receiving Party is legally required to disclose Confidential Information by court order, subpoena, or government authority, including prior notice to the Disclosing Party.
13. Intellectual Property Rights
Clarifies that all intellectual property rights in the Confidential Information remain with the Disclosing Party and that no implied rights are granted.
14. No License
States explicitly that disclosure of Confidential Information does not grant any license or other rights under any patents, trademarks, copyrights, or other proprietary rights.
15. No Waiver
Provides that any failure or delay in exercising a right under the agreement does not constitute a waiver of that right.
16. Relationship of Parties
Clarifies that the agreement does not create a joint venture, partnership, employment, or agency relationship between the parties.
17. Remedies
Specifies the remedies available to the Disclosing Party for breach, including injunctive relief, specific performance, and damages.
18. Limitation of Liability
Limits the liabilities of the parties under the agreement, often excluding indirect, incidental, or consequential damages.
19. Governing Law
Identifies the laws of the Republic of the Philippines as the governing law for interpreting and enforcing the agreement.
20. Venue and Dispute Resolution
Designates the courts of a specific city or arbitration institutions in the Philippines as the exclusive venue for resolving disputes, and may include mediation or arbitration procedures.
21. Severability
Provides that if any provision of the agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect.
22. Assignment
Restricts or permits the assignment or transfer of rights and obligations under the agreement, typically requiring prior written consent.
23. Entire Agreement
Declares that the NDA constitutes the entire agreement between the parties concerning confidentiality, superseding all prior agreements or understandings.
24. Amendments
Specifies that any modifications or amendments must be in writing and signed by both parties to be effective.
25. Notices
Details how formal notices must be delivered, including acceptable delivery methods and addresses for each party.
26. Counterparts
Allows the agreement to be executed in multiple counterparts, each of which is deemed an original, but all constitute one instrument.
27. Electronic Signatures
Authorizes the use of electronic signatures and records in accordance with the Philippine E-Commerce Act and other applicable laws.
28. Costs and Expenses
States which party will bear costs related to the preparation, negotiation, and execution of the NDA.
29. Interpretation
Sets rules for interpreting the agreement, such as headings being for convenience only and not affecting construction.
30. Effectivity
Declares the effective date of the NDA, often tied to the last date of signature.
31. Signatures
Provides signature blocks for authorized representatives of each party, including printed names, titles, and dates of execution.
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PhilippinesCompliance Legislation
Your AI Generated Non-Disclosure Agreement will be checked for compliance against the following legislation and regulations:
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Governs general principles of contracts, including non-disclosure agreements as a form of contractual obligation. Articles 1305-1422 outline the freedom to contract and obligations arising from contracts, which underpin employee confidentiality agreements.
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Regulates employment relationships, including provisions on employee rights and employer obligations. Article 282 allows termination for willful breach of trust, which can relate to confidentiality breaches, and supports the enforceability of confidentiality clauses in employment contracts.
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Protects personal data in information and communications systems. Employee confidentiality agreements must comply with this act when handling personal data of employees or clients, requiring consent, security measures, and breach notifications.
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Protects trade secrets, copyrights, patents, and trademarks. Sections 172 and 185-189 address the protection of undisclosed information, making confidentiality agreements essential for safeguarding proprietary information shared with employees.
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Provides detailed guidelines for compliance with the Data Privacy Act, including requirements for data processing agreements and confidentiality in employment contexts involving personal data.
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Updates labor standards and includes provisions on employment contracts, emphasizing fair terms in agreements like confidentiality clauses to prevent abuse.
What is a Non-Disclosure Agreement?
A Non-Disclosure Agreement (NDA), often referred to as a confidentiality agreement, is a legal contract between two or more parties to keep specific information private and not portray it beyond the agreed parties. In the Philippines, an NDA is a vital tool to protect business interests and safeguard confidential data, particularly in an employment setting. This agreement outlines the parameters for maintaining confidentiality and specifies any exceptions to sharing sensitive material. Our AI-powered platform simplifies the process, ensuring accurate and legally compliant Filipino NDAs are just a few clicks away.
Non-Disclosure Agreement FAQs
An Employee Confidentiality Agreement, also known as an NDA for employees, is a legal contract in the Philippines that prohibits employees from disclosing sensitive company information. It protects trade secrets, business strategies, and proprietary data under Philippine laws like Republic Act No. 10173 (Data Privacy Act) and the Intellectual Property Code.
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