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Confidentiality Agreement

Confidentiality Agreement Template for Philippines

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Key Requirements PROMPT example:

Confidentiality Agreement

"I need a Confidentiality Agreement for a software developer contractor who will be accessing our company's source code and technical documentation starting March 2025; the agreement should specifically address data privacy requirements under Philippine law and include strong IP protection clauses."

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Document background
The Confidentiality Agreement serves as a critical legal instrument in Philippine business operations, essential for protecting proprietary information, trade secrets, and sensitive data during business negotiations, employment relationships, or commercial partnerships. This document is particularly relevant given the Philippines' strict data privacy regulations under RA 10173 (Data Privacy Act of 2012) and must be carefully structured to ensure enforceability under the Civil Code. It should be used whenever confidential information needs to be shared with external parties or employees, covering aspects such as technical data, business strategies, customer information, or intellectual property. The agreement's importance has grown with increased digital information sharing and cross-border transactions, making it a fundamental tool for risk management and business relationship governance in the Philippine context.
Suggested Sections

1. Parties: Identification of the disclosing and receiving parties, including their legal names, addresses, and company registration details

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

3. Definitions: Clear definitions of key terms, especially 'Confidential Information', 'Authorized Purpose', and other relevant terms

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

5. Obligations of Receiving Party: Core confidentiality obligations, including use restrictions, security measures, and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

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

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination or request

9. Remedies: Available remedies in case of breach, including injunctive relief and damages

10. General Provisions: Standard contractual provisions including governing law, jurisdiction, and entire agreement

Optional Sections

1. Non-Solicitation: Prohibits solicitation of employees or customers, used when parties have access to sensitive relationship information

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

3. Information Security Requirements: Detailed security protocols, necessary for agreements involving sensitive digital information

4. Export Control: Compliance with export control laws, needed for international transfers of technical information

5. Competing Projects: Provisions regarding work on similar projects, useful in competitive industries

6. Representatives and Warranties: Additional assurances from either party, useful in high-value or high-risk situations

Suggested Schedules

1. Schedule A - Specified Confidential Information: Detailed list of specific documents, data, or information covered by the agreement

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

3. Schedule C - Security Protocols: Specific security measures and procedures for handling confidential information

4. Schedule D - Approved Purpose Description: Detailed description of the authorized use of confidential information

5. Appendix 1 - Data Processing Requirements: Specific requirements for processing personal data under Philippine law

Authors

Alex Denne

Head of Growth (Open Source Law) @ 黑料视频 | 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

Technology

Manufacturing

Healthcare

Financial Services

Professional Services

Real Estate

Retail

Education

Telecommunications

Pharmaceutical

Energy

Construction

Media and Entertainment

Food and Beverage

Research and Development

Relevant Teams

Legal

Human Resources

Information Technology

Research and Development

Executive Leadership

Business Development

Procurement

Information Security

Finance

Operations

Compliance

Strategic Planning

Corporate Communications

Product Development

Innovation

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Human Resources Director

Chief Technology Officer

Business Development Manager

Project Manager

Research Director

Procurement Manager

Information Security Officer

Chief Financial Officer

Operations Manager

Investment Manager

Strategic Partnership Director

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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