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Non Disclosure Agreement Business Acquisition Template for Philippines

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Key Requirements PROMPT example:

Non Disclosure Agreement Business Acquisition

"I need a Non Disclosure Agreement Business Acquisition for a potential sale of my Philippine manufacturing company to a Japanese corporation, with strict provisions on protecting trade secrets and manufacturing processes, to be signed by March 2025."

Document background
This Non Disclosure Agreement Business Acquisition template is specifically designed for use in the Philippine business environment, where it serves as a crucial preliminary document in merger and acquisition transactions. The agreement is typically executed before commencing due diligence activities and detailed transaction discussions, protecting confidential business information, trade secrets, and proprietary data. It incorporates key requirements under Philippine law, including the Civil Code of the Philippines, Data Privacy Act of 2012, and the Corporation Code, making it suitable for both domestic and cross-border transactions. The document is essential when parties are exploring potential business acquisitions, mergers, or significant investment opportunities, and need to exchange sensitive business information while maintaining confidentiality and legal compliance.
Suggested Sections

1. Parties: Identification of the disclosing party (typically the seller), receiving party (potential buyer), and any guaranteed parties

2. Background: Context of the potential business acquisition and purpose of the NDA

3. Definitions: Key terms including Confidential Information, Permitted Purpose, Representatives, Transaction

4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the context of the business acquisition

5. Confidentiality Obligations: Core obligations regarding the use, protection, and non-disclosure of confidential information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with representatives and advisors

7. Security Measures: Required procedures and protocols for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the handling of confidential information if the transaction doesn't proceed

9. Duration of Obligations: Time period for which confidentiality obligations remain in effect

10. Breach and Remedies: Consequences of breach and available legal remedies

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

Optional Sections

1. Non-Solicitation: Restrictions on soliciting employees or customers, used when there's significant HR or customer relationship exposure

2. Standstill Provisions: Restrictions on acquiring target company shares, used when the target is publicly listed

3. Data Privacy Compliance: Specific provisions addressing compliance with the Data Privacy Act, used when personal data is involved

4. Anti-Trust Compliance: Provisions ensuring compliance with Philippine Competition Act, used for larger transactions

5. No Circumvention: Prevents direct dealing with customers/suppliers, used when sensitive business relationships are involved

6. Public Announcements: Controls over public statements about the potential transaction, important for listed companies

7. Costs: Allocation of costs related to confidentiality measures, used in complex transactions

Suggested Schedules

1. Schedule 1 - Specific Confidential Information: Detailed list of categories of confidential information to be disclosed

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

3. Schedule 3 - Security Protocols: Specific security measures and procedures to be followed

4. Schedule 4 - Form of Confidentiality Undertaking: Template for additional confidentiality undertakings by representatives

5. Schedule 5 - Excluded Information: List of information specifically excluded from confidentiality obligations

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 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

Manufacturing

Technology

Financial Services

Real Estate

Retail

Healthcare

Energy

Telecommunications

Mining

Agriculture

Construction

Transportation

Hospitality

Education

Professional Services

Relevant Teams

Legal

Finance

Mergers & Acquisitions

Corporate Development

Executive Management

Compliance

Risk Management

Strategy

Business Development

Investment Banking

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Mergers & Acquisitions Director

Business Development Manager

Investment Banker

Corporate Lawyer

Due Diligence Manager

Finance Director

Strategy Director

Risk Manager

Compliance Officer

Investment Director

Transaction Advisory Partner

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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