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Non Disclosure Agreement For Software Development Template for Philippines

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Key Requirements PROMPT example:

Non Disclosure Agreement For Software Development

"I need a Non Disclosure Agreement For Software Development to protect our proprietary AI algorithms and source code while working with an offshore development team in Manila, with special emphasis on cross-border data transfer and cloud security provisions, starting March 2025."

Document background
The Non-Disclosure Agreement For Software Development is a crucial legal document used when parties engage in software development projects where sensitive technical, business, or proprietary information needs to be shared. This agreement, governed by Philippine law, is essential for protecting intellectual property rights, trade secrets, and confidential information during the software development process. It is particularly relevant in the Philippine context where there is a thriving software development and IT outsourcing industry. The document incorporates provisions from key Philippine legislation including the Intellectual Property Code, Data Privacy Act, and E-commerce Act, making it suitable for both domestic and international software development arrangements. It is commonly used before commencing detailed project discussions, during project execution, and when engaging with contractors or third-party developers.
Suggested Sections

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

2. Background: Context of the agreement, including the nature of the software development project and the purpose of sharing confidential information

3. Definitions: Detailed definitions of key terms, especially 'Confidential Information', 'Software', 'Intellectual Property', and 'Trade Secrets'

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

5. Obligations of Receiving Party: Core confidentiality obligations, including protection measures, non-use, non-disclosure, and return of information

6. Permitted Disclosures: Circumstances under which confidential information may be shared with employees, contractors, or legal authorities

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

8. Return or Destruction of Confidential Information: Procedures for handling confidential information upon agreement termination

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

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

Optional Sections

1. Non-Solicitation: Prevents poaching of employees/contractors, used when there's direct interaction with development team members

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

3. Source Code Protection: Additional provisions specifically protecting source code, used for full-stack development projects

4. Cloud Services and Security: Special provisions for cloud-based development environments, used when cloud services are involved

5. International Transfer of Data: Provisions for cross-border data transfers, used when development involves international parties

6. Escrow Arrangements: Provisions for source code escrow, used in major enterprise software development projects

Suggested Schedules

1. Schedule A - Specified Confidential Information: Detailed list of specific confidential information types 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 to be followed

4. Appendix 1 - Project Scope: Brief description of the software development project context

5. Appendix 2 - Approved Subcontractors: List of approved third-party contractors who may access confidential information

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

Information Technology

Software Development

Financial Services

Healthcare Technology

E-commerce

Telecommunications

Business Process Outsourcing

Manufacturing Technology

Educational Technology

Government Technology Services

Relevant Teams

Legal

Information Technology

Software Development

Project Management

Procurement

Information Security

Compliance

Operations

Business Development

Technical Architecture

Quality Assurance

Relevant Roles

Chief Technology Officer

Software Development Manager

Project Manager

Legal Counsel

Contract Manager

Software Engineer

System Architect

Technical Lead

IT Director

Chief Information Officer

Procurement Manager

Business Development Manager

Operations Manager

Information Security Officer

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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