Non-disclosure Agreement (NDA)

A confidentiality agreement, also known as a non-disclosure agreement (NDA), is a legally binding contract that requires expert guidance. In the Philippines, a confidentiality agreement is typically used to protect sensitive information such as trade secrets, business plans and proprietary information.

It is important to note that in the Philippines, confidentiality agreements are governed by the Civil Code, the Intellectual Property Code and the Electronic Commerce Act.

It is advisable to consult an attorney before entering into a confidentiality agreement to ensure that the terms of the agreement are legally enforceable and that the rights of both parties are protected.
In the Philippines, this document must be drafted scrupulously to be admissible in court.

At Themis Partner you have the opportunity to get in touch with an expert legal advisor so you can ask questions about your situation and avoid future conflicts.

Exemple: Include a clause that requires the recipient to return or destroy the confidential information upon request or upon termination of the agreement. It is also imperative to establishes the disclosing party’s ownership of the confidential information.

Confidentiality clauses in non-disclosure agreement (NDA) are important in the Philippines for several reasons:

1. They protect sensitive business information, such as trade secrets and proprietary technology, from being disclosed to unauthorized parties.

2. They help businesses maintain a competitive advantage by preventing competitors from gaining access to confidential information.

3. They allow businesses to enter into negotiations and discussions with potential partners or investors without fear of the information being shared.

4. They can help prevent breaches of trust and protect business relationships. NDAs can be used to protect personal information of clients and employees, which is important in light of the Data Privacy Act of 2012.

When creating a non-disclosure agreement (NDA) in the Philippines, it is important to avoid the following common mistakes in order to ensure that the agreement is legally enforceable:

Not clearly defining what constitutes confidential information. The NDA should specifically outline what information is considered confidential and what is not.

Not limiting the duration of the confidentiality obligation. Confidentiality obligations should have a specific time period after which the information can be disclosed.

Not specifying the parties who are bound by the NDA. The NDA should clearly identify the parties who are required to keep the information confidential.
Not including a provision for return or destruction of confidential information. The NDA should require the recipient of the information to return or destroy the confidential information upon request.

Not including a provision for confidentiality during and after termination of the agreement. The NDA should specify that the confidentiality obligation survives the termination of the agreement.

Enforcing a non-disclosure agreement (NDA) in the Philippines court system involves several steps, including:

1. Gathering evidence: The party seeking to enforce the NDA must gather evidence to prove that a breach of the agreement has occurred. This can include emails, witness statements, and other documents that demonstrate a violation of the confidentiality terms.

2. Filing a complaint: Once the evidence has been gathered, the party must file a complaint with the appropriate court. The complaint should include the evidence, as well as a detailed explanation of the alleged breach of the NDA.

3. Serving the complaint: The complaint must be served on the party who is alleged to have breached the NDA. This can be done by personal service or by registered mail.

4. Responding to the complaint: The party who has been served with the complaint must file a response with the court. They may admit or deny the allegations or raise any defenses that they may have.

A Business NDA (Non-Disclosure Agreement) is an agreement between two or more parties in which one party agrees not to disclose certain confidential information provided by the other party. It is often used to protect trade secrets, business plans, and other sensitive information shared during negotiations or other business interactions.

An Employee Confidentiality Agreement is a contract between an employer and an employee in which the employee agrees not to disclose certain confidential information belonging to the employer. It’s often used to protect a company’s trade secrets, customer information, and other sensitive information that the employee may have access to during their employment.

The main difference between the two is that a Business NDA is typically used between two or more parties that are not in an employer-employee relationship, while an Employee Confidentiality Agreement is used between an employer and an employee to protect the employer’s confidential information. Additionally, an Employee Confidentiality Agreement usually has a broader scope as it covers not only the confidential information but also covers the company’s property, invention and proprietary information and requires the employee not to compete with the company for a certain period after the end of the employment.