The Non-Disclosure, Non-Use, and Non-Circumvention Agreement (NDNCA) is a critical legal instrument used in the Philippines when parties need to share sensitive information while exploring business opportunities. This document is particularly important in the Philippine business environment, where protection of trade secrets and business relationships must comply with local laws including the Civil Code, Intellectual Property Code, and Data Privacy Act. The agreement is commonly used during business negotiations, joint ventures, or potential partnerships, providing three layers of protection: preventing unauthorized disclosure of confidential information, restricting how such information can be used, and ensuring parties cannot circumvent each other in business dealings. It's especially relevant given the Philippines' growing role in international business and its expanding digital economy.
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1. Parties: Identification of all parties to the agreement, including their legal names, addresses, and business registration details
2. Background: Context of the relationship between the parties and purpose of entering into the agreement
3. Definitions: Detailed definitions of key terms including 'Confidential Information', 'Trade Secrets', 'Circumvention', and other relevant terms
4. Confidentiality Obligations: Core obligations regarding the protection and non-disclosure of confidential information
5. Non-Use Obligations: Restrictions on how the receiving party may use the confidential information
6. Non-Circumvention Obligations: Provisions preventing parties from bypassing each other in business dealings or relationships
7. Term and Survival: Duration of the agreement and which provisions survive termination
8. Return or Destruction of Confidential Information: Procedures for handling confidential information after the agreement ends
9. Breach and Remedies: Consequences of breach and available remedies including injunctive relief
10. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Security Measures: Specific security protocols required for protecting confidential information, recommended for technology or data-heavy agreements
2. Third Party Disclosure: Rules for sharing information with authorized third parties, useful when professional advisors or contractors may need access
3. Competitive Activities: Additional restrictions on competitive activities, relevant for business partnerships or potential joint ventures
4. Data Privacy Compliance: Specific provisions for compliance with the Data Privacy Act, necessary when personal data is involved
5. Electronic Storage and Transmission: Rules for digital handling of confidential information, important for modern business relationships
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term arrangements
7. Dispute Resolution: Alternative dispute resolution mechanisms like mediation or arbitration, useful for international agreements
1. Schedule A - Confidential Information: Detailed list or categories of information considered confidential under the agreement
2. Schedule B - Authorized Representatives: List of individuals authorized to receive or handle confidential information
3. Schedule C - Security Protocols: Specific security measures and procedures to be followed
4. Schedule D - Prohibited Activities: Detailed list of specifically prohibited circumvention activities
5. Schedule E - Approved Third Parties: List of pre-approved third parties who may receive confidential information
6. Appendix 1 - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
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