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Subcontractor NDA Template for Philippines

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Key Requirements PROMPT example:

Subcontractor NDA

"I need a Subcontractor NDA for my IT consulting company based in Manila, protecting our proprietary software development methodologies and client data when working with offshore development teams, with extra provisions for data privacy compliance and cloud security protocols."

Document background
The Subcontractor NDA is essential in the Philippine business environment where subcontracting arrangements are common across various industries. This document becomes necessary when a primary contractor needs to share confidential information with a subcontractor to execute a project or provide services. The agreement ensures protection of sensitive business information, trade secrets, and intellectual property while complying with Philippine laws including the Civil Code, Data Privacy Act of 2012, and Intellectual Property Code. It is particularly relevant given the Philippines' position as a major outsourcing destination and the increasing need for robust confidentiality protections in business relationships. The document includes specific provisions for data protection, defines the scope of confidential information, outlines usage restrictions, and provides clear remedies under Philippine law.
Suggested Sections

1. Parties: Identification of the primary contractor and subcontractor, including complete legal names and addresses

2. Background: Context of the relationship, reference to the main contract, and purpose of the NDA

3. Definitions: Key terms including 'Confidential Information', 'Permitted Purpose', 'Representatives', 'Primary Contract', and 'Subcontracted Services'

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

5. Obligations of Confidentiality: Core confidentiality obligations, including use restrictions and security measures

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees and advisors

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

8. Term and Survival: Duration of the agreement and survival of obligations post-termination

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

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

Optional Sections

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

2. Intellectual Property Rights: Specific provisions regarding IP ownership and licenses, needed if IP creation is part of the subcontracted work

3. Flow-down Obligations: Provisions ensuring subcontractor compliance with confidentiality obligations in the primary contract, needed if required by the main contract

4. Information Security Requirements: Specific technical and organizational measures for protecting confidential information, needed for sensitive data or regulated industries

5. Audit Rights: Rights to audit subcontractor's compliance with confidentiality obligations, recommended for high-risk relationships

6. Insurance Requirements: Obligations to maintain specific insurance coverage, recommended for high-value contracts

Suggested Schedules

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information deemed confidential

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

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

4. Schedule 4 - Form of Acknowledgment: Template for acknowledgment to be signed by representatives who will have access to 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

Information Technology

Business Process Outsourcing

Construction

Manufacturing

Professional Services

Healthcare

Financial Services

Telecommunications

Research and Development

Engineering

Software Development

Real Estate Development

Consulting Services

Relevant Teams

Legal

Procurement

Operations

Compliance

Risk Management

Vendor Management

Human Resources

Project Management Office

Information Technology

Finance

Business Development

Relevant Roles

Project Manager

Procurement Manager

Legal Counsel

Contract Administrator

Business Development Manager

Operations Director

Chief Technology Officer

Vendor Relations Manager

Compliance Officer

Risk Manager

Supply Chain Manager

Human Resources Director

Chief Financial Officer

Program Director

General Counsel

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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