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1. Parties: Identification of the disclosing and receiving parties, including their legal names, addresses, and company registration details
2. Background: Context of the agreement, nature of the business relationship, and purpose of sharing confidential information
3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Intellectual Property', and 'Authorized Personnel'
4. Scope of Confidential Information: Detailed description of what constitutes confidential information in the IT context, including source code, algorithms, databases, and technical specifications
5. Obligations of Confidentiality: Core confidentiality obligations, including handling, storage, and protection of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be disclosed, including to employees, advisors, or as required by law
7. Data Privacy Compliance: Specific obligations relating to compliance with the Philippines Data Privacy Act and related regulations
8. Security Measures: Required technical and organizational security measures for protecting confidential information
9. Term and Termination: Duration of the agreement and conditions for termination
10. Return or Destruction of Confidential Information: Procedures for returning or destroying confidential information upon termination
11. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
12. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes
1. Reverse Engineering Prohibition: Specific prohibition on reverse engineering software or technical solutions, used when sharing technical specifications or source code
2. Third Party Information: Additional provisions for handling third party confidential information, used when third party data is involved
3. Export Control: Provisions regarding export control regulations, used when dealing with international data transfers
4. Non-Solicitation: Prohibition on soliciting employees or clients, used when parties have access to personnel or client information
5. Residual Knowledge: Provisions addressing the use of residual knowledge acquired during the engagement, used in software development contexts
6. Escrow Arrangements: Provisions for source code or data escrow, used when critical IT assets are involved
7. Audit Rights: Rights to audit compliance with confidentiality obligations, used in high-security situations
1. Schedule A - Designated Confidential Information: Detailed list of specific confidential information covered by the agreement
2. Schedule B - Authorized Personnel: List of personnel authorized to access confidential information
3. Schedule C - Security Protocols: Detailed technical and organizational security measures required
4. Schedule D - Data Handling Procedures: Specific procedures for handling, storing, and transmitting confidential information
5. Appendix 1 - Data Privacy Compliance Checklist: Checklist ensuring compliance with Philippine Data Privacy Act requirements
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