The Confidentiality and Proprietary Rights Agreement is essential for businesses and individuals operating in the Philippines who need to protect sensitive information and intellectual property rights in their professional relationships. This document is commonly used when parties need to share confidential information while also addressing the ownership and usage rights of intellectual property, whether existing or newly created. It ensures compliance with Philippine legislation, including the Intellectual Property Code (RA 8293), Data Privacy Act (RA 10173), and Trade Secrets regulations. The agreement is particularly crucial in scenarios involving employee relationships, business partnerships, technology transfers, or service provider engagements where both confidential information and IP rights need protection. It provides comprehensive coverage of both aspects, unlike separate NDAs or IP agreements, making it an efficient solution for protecting business interests.
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1. Parties: Identifies and provides full details of the parties entering into the agreement
2. Background: Explains the context and purpose of the agreement, including the nature of the relationship between the parties
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Intellectual Property', 'Proprietary Rights', etc.
4. Scope of Confidential Information: Clearly delineates what information is considered confidential under the agreement
5. Confidentiality Obligations: Details the specific obligations regarding the protection, use, and non-disclosure of confidential information
6. Intellectual Property Rights: Establishes ownership and rights over existing and newly created intellectual property
7. Data Protection and Privacy: Addresses compliance with the Data Privacy Act and related obligations for handling personal information
8. Permitted Disclosures: Specifies circumstances under which confidential information may be disclosed
9. Return or Destruction of Confidential Information: Procedures for handling confidential information upon termination or request
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
12. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, etc.
1. Technology Transfer Provisions: Required when the agreement involves transfer of technical knowledge or technology, addressing requirements under the Technology Transfer Act
2. Digital Data Protection: Additional provisions when confidential information includes electronic data, incorporating E-Commerce Act requirements
3. Third Party Disclosure: Specific provisions for when confidential information needs to be shared with approved third parties
4. International Transfer of Data: Required when confidential information will be transferred outside the Philippines
5. Non-Competition: Additional restrictions on competitive activities, if relevant to the relationship
6. Survivorship of Obligations: Specific terms about which obligations continue after agreement termination
7. Audit Rights: Provisions allowing audit of compliance with confidentiality obligations
1. Schedule A - Specified Confidential Information: Detailed list of specific confidential 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 protocols for protecting confidential information
4. Schedule D - Pre-Existing IP: Inventory of relevant pre-existing intellectual property
5. Schedule E - Approved Third Party Recipients: List of approved third parties who may receive confidential information
6. Appendix 1 - Data Processing Requirements: Detailed requirements for processing personal data under Philippine law
7. Appendix 2 - Form of Non-Disclosure Agreement for Representatives: Template NDA for individual representatives who will access confidential information
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