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Non Disclosure Waiver Template for Philippines

A comprehensive legal document governed by Philippine law that establishes confidentiality obligations between parties sharing sensitive information. This agreement incorporates provisions from the Data Privacy Act of 2012 and relevant sections of the Civil Code of the Philippines, ensuring robust protection of confidential information while maintaining compliance with local regulations. It defines the scope of confidential information, outlines the obligations of the receiving party, specifies permitted uses and disclosures, and establishes remedies for breach. The document is particularly attuned to Philippine business practices and legal requirements, including specific provisions for data privacy and electronic information handling under relevant Philippine legislation.

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What is a Non Disclosure Waiver?

The Non-Disclosure Waiver is essential in Philippine business transactions where confidential information needs to be shared while maintaining its secrecy and protecting the disclosing party's interests. This document type is commonly used in business negotiations, employment relationships, and corporate transactions within the Philippine jurisdiction. It ensures compliance with local regulations, including the Data Privacy Act of 2012, the Civil Code of the Philippines, and relevant intellectual property laws. The Non-Disclosure Waiver typically includes provisions for defining confidential information, establishing security measures, outlining permitted uses, and specifying remedies for breach. It's particularly important given the increasing focus on data privacy and protection in Philippine business practices and the need for clear documentation of confidentiality obligations in commercial relationships.

What sections should be included in a Non Disclosure Waiver?

1. Parties: Identification of the disclosing party and receiving party, including complete legal names, addresses, and corporate details if applicable

2. Background: Context of the agreement, purpose of sharing confidential information, and nature of the business relationship

3. Definitions: Clear definitions of key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose', and other relevant terms

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

5. Obligations of Confidentiality: Core confidentiality obligations, including duty to maintain secrecy, permitted uses, and standard of care

6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law

7. Security Measures: Required security measures for protecting confidential information

8. Return or Destruction of Confidential Information: Obligations regarding the return or destruction of confidential information upon termination or request

9. Term and Survival: Duration of the agreement and which provisions survive termination

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

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

What sections are optional to include in a Non Disclosure Waiver?

1. Data Privacy Compliance: Additional provisions for compliance with the Data Privacy Act when personal data is involved

2. Digital Information Handling: Specific provisions for handling digital or electronic confidential information

3. Third Party Rights: Provisions regarding confidential information belonging to third parties

4. Intellectual Property Rights: Specific provisions regarding IP rights in confidential information

5. Non-Solicitation: Restrictions on soliciting employees or customers, if relevant to the business relationship

6. Export Control: Provisions for international transfer of confidential information

7. Competitive Activities: Restrictions on competitive activities, if relevant to the business relationship

8. Force Majeure: Provisions for handling confidential information during force majeure events

What schedules should be included in a Non Disclosure Waiver?

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

2. Schedule 2 - Authorized Representatives: List of authorized representatives who may access confidential information

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

4. Appendix A - Data Handling Procedures: Specific procedures for handling, storing, and transmitting confidential information

5. Appendix B - Notification Requirements: Procedures and contact details for required notifications under the agreement

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

Jurisdiction

Philippines

Cost

Free to use

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