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One Way NDA Template for Philippines

This document is a unilateral (one-way) non-disclosure agreement governed by Philippine law, designed to protect confidential information shared by one party with another. It incorporates key provisions from Philippine legislation, including the Data Privacy Act of 2012 and the Intellectual Property Code, to ensure robust protection of proprietary information, trade secrets, and confidential data. The agreement establishes clear obligations for the receiving party while providing remedies under Philippine jurisdiction in case of breach, making it suitable for both domestic and international business relationships where Philippine law applies.

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What is a One Way NDA?

This One Way NDA is essential for business situations where one party (the Disclosing Party) needs to share sensitive information with another party (the Receiving Party) while maintaining strict confidentiality. The document is particularly relevant for scenarios such as business negotiations, potential partnerships, vendor relationships, or investment discussions where proprietary information needs protection under Philippine law. It incorporates provisions from key Philippine legislation including the Civil Code, Data Privacy Act, and Intellectual Property Code, making it suitable for both local and international business relationships where Philippine law governs. The agreement typically covers various types of confidential information including trade secrets, technical data, business strategies, customer information, and intellectual property, while providing clear enforcement mechanisms within the Philippine legal framework.

What sections should be included in a One Way NDA?

1. Parties: Identification of the Disclosing Party and Receiving Party, including full legal names and addresses

2. Background: Brief context explaining the purpose of the NDA and the relationship between the parties

3. Definitions: Defines key terms including 'Confidential Information', 'Representatives', 'Permitted Purpose'

4. Disclosure and Use of Confidential Information: Details what information is being disclosed and how it can be used

5. Obligations of Confidentiality: Core obligations of the Receiving Party to maintain confidentiality

6. Permitted Disclosures: Circumstances under which the Receiving Party may disclose information to employees or professional advisors

7. Protection of Confidential Information: Security measures required to protect the confidential information

8. Return or Destruction of Confidential Information: Requirements for handling confidential information upon termination

9. Duration of Obligations: Time period for which confidentiality obligations remain in effect

10. Remedies: Legal remedies available in case of breach

11. General Provisions: Standard boilerplate provisions including notices, amendments, and governing law

What sections are optional to include in a One Way NDA?

1. Non-Solicitation: Prohibits the Receiving Party from soliciting employees or customers - include when protecting business relationships is crucial

2. Data Privacy Compliance: Specific provisions for compliance with the Data Privacy Act - include when personal data is involved

3. Export Control: Provisions regarding export control laws - include when dealing with technical data or international transfers

4. Intellectual Property Rights: Explicit confirmation of IP ownership - include when dealing with technical or proprietary information

5. Residual Knowledge: Provisions addressing use of general knowledge retained in memory - include for technology or consulting relationships

What schedules should be included in a One Way NDA?

1. Schedule 1 - Description of Confidential Information: Detailed list or categories of information covered by the NDA

2. Schedule 2 - Authorized Representatives: List of individuals authorized to receive confidential information

3. Schedule 3 - Security Protocols: Specific security measures required for handling confidential information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Philippines

Publisher

Genie AI

Cost

Free to use

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