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Indemnity Confidentiality Agreement Template for Philippines

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Key Requirements PROMPT example:

Indemnity Confidentiality Agreement

"I need an Indemnity Confidentiality Agreement under Philippine law for a technology consulting arrangement between our software development company and a healthcare provider, with specific provisions for protecting patient data and requiring the consultant to indemnify us for any data breaches."

Document background
This Indemnity Confidentiality Agreement is designed for use in business relationships where parties need to share sensitive information while ensuring robust protection through both confidentiality obligations and indemnification provisions. It is particularly suited for high-value transactions or relationships involving sensitive commercial, technical, or proprietary information in the Philippines. The agreement complies with Philippine law, including the Data Privacy Act of 2012, Civil Code requirements for contracts, and relevant corporate regulations. It is commonly used in mergers and acquisitions, joint ventures, strategic partnerships, or consulting arrangements where the disclosure of confidential information carries significant risks that warrant indemnification protection. The document includes comprehensive definitions of confidential information, clear obligations for its protection, and detailed indemnification mechanisms in case of breaches.
Suggested Sections

1. Parties: Identifies and defines the parties to the agreement, including their legal names, addresses, and company registration details

2. Background: Sets out the context and purpose of the agreement, including the relationship between the parties

3. Definitions: Defines key terms used throughout the agreement, particularly 'Confidential Information', 'Permitted Purpose', and 'Indemnified Parties'

4. Confidentiality Obligations: Details the core obligations regarding the protection, use, and non-disclosure of confidential information

5. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed and the procedures for such disclosure

6. Indemnification: Sets out the indemnification obligations, including scope, triggers, and process for claiming indemnity

7. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request

8. Term and Termination: Duration of the agreement and circumstances allowing for termination

9. Governing Law and Jurisdiction: Specifies Philippine law as governing law and sets jurisdiction for dispute resolution

10. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Data Privacy Compliance: Additional provisions specifically addressing compliance with the Data Privacy Act of 2012, necessary when personal data is involved

2. Intellectual Property Rights: Specific provisions regarding IP rights when confidential information includes patentable inventions or trade secrets

3. Insurance Requirements: Details of required insurance coverage for indemnification obligations, useful for high-value agreements

4. Security Measures: Specific technical and organizational measures required for protecting confidential information, important for digital data

5. Audit Rights: Provisions allowing audit of compliance with confidentiality obligations, useful for long-term or high-risk relationships

6. Representatives and Warranties: Additional representations regarding authority and ownership of confidential information, important for complex corporate relationships

Suggested Schedules

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

2. Schedule 2 - Authorized Recipients: List of individuals or roles authorized to receive confidential information

3. Schedule 3 - Security Protocols: Detailed technical and organizational security measures required for protecting confidential information

4. Schedule 4 - Indemnification Procedures: Detailed procedures for making and responding to indemnification claims

5. Appendix A - Form of Confidentiality Undertaking: Template confidentiality undertaking for authorized recipients or third parties

6. Appendix B - Data Destruction Certificate: Template certificate confirming destruction of confidential information

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

Relevant legal definitions

























Clauses



























Relevant Industries

Technology

Manufacturing

Financial Services

Healthcare

Pharmaceuticals

Professional Services

Energy

Telecommunications

Real Estate

Construction

Research and Development

Retail

Education

Media and Entertainment

Relevant Teams

Legal

Compliance

Executive Leadership

Risk Management

Corporate Governance

Information Technology

Human Resources

Research and Development

Business Development

Procurement

Finance

Information Security

Corporate Communications

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Director

Compliance Officer

Chief Financial Officer

Business Development Director

Chief Technology Officer

Chief Information Officer

Risk Management Officer

Corporate Secretary

Procurement Manager

Human Resources Director

Project Manager

Research Director

Investment Manager

Mergers & Acquisitions Director

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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