Non-disclosure agreements (NDAs) are essential legal documents that companies use to protect their confidential information. This agreement is also known as a confidentiality agreement, and it is a legal contract between two parties that contains clauses that prohibit one party from disclosing confidential information that is shared with them.
In the Philippines, NDAs are commonly used in various business transactions, such as joint ventures, partnerships, and mergers and acquisitions. As an editor experienced in SEO, I have gathered a sample NDA agreement that businesses can use as a guide in creating their own.
Here is a sample NDA agreement that companies can use as a starting point when creating their own:
This non-disclosure agreement (“Agreement”) is entered into by and between ________________________ (hereinafter referred to as the “Disclosing Party”) and ________________________ (hereinafter referred to as the “Receiving Party”).
WHEREAS the Disclosing Party desires to disclose certain confidential information to the Receiving Party;
WHEREAS the parties wish to protect the confidential information, trade secrets, and other proprietary information of the Disclosing Party; and
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Definition of Confidential Information. “Confidential Information” means all information disclosed by the Disclosing Party to the Receiving Party, whether in writing, electronically, verbally, or in any other form, that is not generally known to the public.
2. Obligation of Confidentiality. The Receiving Party agrees that it will not disclose any Confidential Information to any third party, and will only use such information for the limited purpose of carrying out the purpose of this Agreement. The Receiving Party shall use reasonable care to protect the confidential information from unauthorized disclosure and shall disclose such information only on a need-to-know basis to its employees, agents, or contractors.
3. Exclusions from Confidential Information. The obligation of confidentiality shall not apply to any information that: (i) is in the public domain or becomes publicly known through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to the disclosure by the Disclosing Party; (iii) is lawfully obtained by the Receiving Party from a third party without breach of any obligation of confidentiality; or (iv) is independently developed by the Receiving Party.
4. Term and Termination. This Agreement shall remain in effect until the earlier of (i) the date of expiration of any patents, trade secrets, or other proprietary rights in the Confidential Information, or (ii) the date that is five (5) years from the date of disclosure. Either party may terminate this Agreement at any time upon written notice to the other party.
5. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Philippines.
6. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.
7. Modification. This Agreement may be modified or amended only by a written instrument executed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
In conclusion, NDAs are critical legal documents that every company should have in their arsenal to protect confidential information and trade secrets. The sample NDA agreement above can serve as a starting point for companies in the Philippines to create their own. However, before creating an NDA, it`s always best to consult with a qualified attorney to ensure compliance with legal requirements.