Are non-compete agreements enforceable in the Philippines?

Yes, but only when reasonable. The Supreme Court of the Philippines in Tiu v. Platinum Plans Phil., Inc. (G.R. No. 163512, 2007) and Avon Cosmetics, Inc. v. Luna (G.R. No. 153674) requires the restraint to be reasonable in duration, territory, and scope of restricted activities, supported by valuable consideration, and protective of a legitimate proprietary interest of the Company. Article 1306 of the Civil Code allows freedom of contract, but Article 1409 voids any contract contrary to public policy — and unreasonable restraints of trade fall within that prohibition. Non-competes that are too long, too broad, or unsupported by consideration are routinely struck down by Philippine courts as restraint of trade.

How long can a non-compete last in the Philippines?

There is no fixed statutory maximum, but Philippine jurisprudence typically upholds: 6 to 12 months for mid-level professionals, 12 to 24 months for senior executives and managers, and up to 36 months for sellers of a business where the purchase price itself constitutes consideration for the goodwill. Periods longer than 24 months in employment contexts face stricter scrutiny under Tiu v. Platinum Plans (G.R. No. 163512). In practice, 12 to 18 months is the safe range for most Filipino employment-related non-competes; 24 months should be supported by clearly enhanced consideration such as a substantial retention bonus or equity vesting.

What territory can the non-compete cover?

The territory must match the Company's actual market presence in the Philippines or abroad. For a Metro Manila restaurant chain, the enforceable territory is Metro Manila — perhaps extended to nearby provinces of Region IV-A (CALABARZON). For a national brand, the entire Philippines is reasonable. For a Filipino multinational with verifiable operations across ASEAN, regional restraint is enforceable. Worldwide non-competes against ordinary Filipino employees are almost always struck down as unreasonable by the Regional Trial Courts. Tailor the territory to the Company's commercial footprint, not its aspirations.

Is consideration required for a non-compete in the Philippines?

Yes. Tiu v. Platinum Plans (G.R. No. 163512) requires valuable consideration for post-engagement non-compete clauses. In employment, consideration may take the form of a sign-on bonus, additional severance, retention bonus, equity vesting award, or training program. In sale of business, the purchase price itself constitutes consideration. In partnership and shareholder agreements, the mutual restraint among partners is sufficient consideration. Without express consideration over and above the regular compensation, Philippine courts in Avon Cosmetics v. Luna and Daisy's Home & Auto Supply have refused enforcement of post-employment non-competes.

What is the difference between a non-compete and a non-solicitation clause?

A non-compete prohibits the restricted person from engaging in any competing activity within a defined territory. A non-solicitation clause is narrower and prohibits the person only from approaching the Company's specific clients (with whom they had material contact) or hiring away the Company's employees. Non-solicitation is generally easier to enforce in the Philippines because it restricts only specific relationships rather than blocking the worker's entire field of activity. A 12-month client and staff non-solicitation is routinely upheld even where a broader non-compete would be cut down.

What can the Company do if the non-compete is breached?

The Company may immediately seek a writ of preliminary injunction from the Regional Trial Court under Rule 58 of the Rules of Court to stop the competing activity — this is the most effective remedy in the Philippines and may include a 72-hour Temporary Restraining Order (TRO) ex parte under Section 5 of Rule 58. The Company may also claim damages under Articles 1170 and 2199-2235 of the Civil Code (actual, moral, exemplary), liquidated damages if pre-agreed under Articles 2226-2228, and where trade secrets are misused, pursue criminal prosecution for unfair competition under Article 168 of the IP Code (RA 8293), which carries imprisonment and fines.

Can a non-compete be partially enforced if a court finds part of it unreasonable?

Yes. Philippine courts apply the "blue pencil" doctrine and severability rules under Article 1420 of the Civil Code: if part of the clause is unreasonable but separable, the court may enforce the remainder. For example, a 36-month worldwide non-compete may be cut down to 18 months within the Philippines if that narrower restraint is reasonable. The Doxuno template includes an explicit severability clause that authorizes the Regional Trial Court (or arbitrator) to reform the restraint to the maximum reasonable extent permissible under Philippine law, rather than striking it down entirely.

Does the Data Privacy Act apply to non-compete enforcement?

Indirectly, yes. When the Company protects confidential customer data through a non-compete or non-solicitation clause, the Data Privacy Act 2012 (RA 10173) applies to how that data is handled in the Philippines. The Company must respect data subject rights under Sections 16-19 of the Act when proving unauthorized use, and any disclosure of personal information during litigation must comply with Section 12 lawful basis. Misuse of personal data by a former employee or partner may trigger a separate complaint to the National Privacy Commission under NPC Circular 2022-01, with administrative fines up to ₱5,000,000 per violation alongside the contractual non-compete remedies.

Business & LegalPH

Free Non-Compete Agreement Template — Philippines

A Non-Compete and Non-Solicitation Agreement drafted in line with Philippine jurisprudence — particularly the reasonableness test established by the Supreme Court of the Philippines in Tiu v. Platinum Plans Phil., Inc. (G.R. No. 163512). Use this template to protect trade secrets, client relationships, and key staff when engaging executives, professionals, contractors, or commercial partners. Generate a professional PDF in minutes — fully compliant with the Civil Code of the Philippines, the IP Code (RA 8293), and the Data Privacy Act 2012.

Create Your Non-Compete Agreement

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NON-COMPETE AND NON-SOLICITATION AGREEMENT

EMPLOYER / DISCLOSING PARTY

Bayan Technologies, Inc.

12F Net Park Building, 5th Avenue, Bonifacio Global City, Taguig 1634
SEC: CS201234567
TIN: 009-876-543-000
Email: legal@bayantech.ph

By: Tel: +63 2 8888 8888

RESTRICTED PARTY

Roberto Manuel Santos

7th Floor, Robinsons Cyberscape Beta, Topaz Road, Ortigas Center, Pasig 1605
TIN: 123-456-789-000
Tel: +63 917 123 4567
Email: roberto.santos@example.ph

By: Senior Software Engineer

RE: Non-Compete and Non-Solicitation

Effective: April 25, 2026

LEGAL NOTICE — REASONABLENESS TEST UNDER PHILIPPINE LAW: Philippine courts assess post-engagement non-compete and non-solicitation restraints under a reasonableness test, articulated in Tiu v. Platinum Plans Phil., Inc., G.R. No. 163512 (February 28, 2007), and Rivera v. Solidbank Corp., G.R. No. 163269 (April 19, 2006). The restraint must (a) protect a legitimate business interest, (b) be reasonable in duration, (c) be reasonable in geographic scope, and (d) be narrowly tailored in subject matter. This Agreement has been drafted to comply with these requirements. The clauses are also enforceable to the extent they protect trade secrets under Air Philippines Corp. v. Pennswell, Inc., G.R. No. 172835 (December 13, 2007), and personal data under the Data Privacy Act of 2012 (Republic Act No. 10173). This Agreement does not substitute for legal advice — consult a Philippine lawyer (member of the Integrated Bar of the Philippines) for your specific circumstances.

This Non-Compete and Non-Solicitation Agreement (the "Agreement") is entered into as of April 25, 2026 in Makati City, Republic of the Philippines, by and between Bayan Technologies, Inc. (the "Employer") and Roberto Manuel Santos (the "Restricted Party"), together the "Parties". This Agreement is entered into in connection with a Employment relationship and is made under the Civil Code of the Philippines (Republic Act No. 386), the Rules of Court (1997), and applicable Philippine Supreme Court jurisprudence on the reasonableness of post-engagement restraints.

PURPOSE AND ENGAGEMENT

The Restricted Party is engaged as Senior Software Engineer with the Employer. In the course of this engagement, the Restricted Party will have access to the Employer's confidential and proprietary information, client relationships, technical know-how, and trade secrets, disclosure or misuse of which would cause irreparable harm to the Employer. This Agreement records the Parties' agreement on restrictions designed to protect these legitimate business interests in accordance with the reasonableness standard recognised by Philippine Supreme Court jurisprudence.

DURING-ENGAGEMENT RESTRICTIONS

Duration: For the full duration of employment with the Employer

Geographic Scope: Metro Manila (the National Capital Region)

Restricted Activities: During the period of employment or contract engagement, the Restricted Party shall not, directly or indirectly:

During employment, the Restricted Party shall not:
1. Engage in or assist any enterprise in the development, marketing, or sale of SaaS products that directly compete with the Employer's product offerings
2. Accept employment or consulting engagements from listed direct competitors of the Employer
3. Solicit or divert the Employer's clients to a competitor
4. Use or disclose the Employer's technical or business Confidential Information for any competing purpose

The Parties acknowledge that these during-engagement restrictions are necessary to protect the Employer's legitimate business interests and are consistent with the Restricted Party's duty of loyalty and good faith under Civil Code Articles 19 and 1170.

POST-ENGAGEMENT NON-COMPETE

Post-Engagement Period: 12 months from the effective date of separation

For the period stated above following the date of separation, the Restricted Party shall not, within Metro Manila (the National Capital Region), directly or indirectly carry on or be engaged in any business that competes with the Employer in respect of the activities listed in Clause 2 above. The Parties expressly acknowledge that this restriction is reasonable in duration, scope, and territory, and is supported by the Employer's legitimate proprietary interest in its confidential information, client relationships, and goodwill, consistent with the reasonableness test applied by the Supreme Court in Tiu v. Platinum Plans Phil., Inc., G.R. No. 163512 (February 28, 2007). If a court of competent jurisdiction finds the duration, scope, or territory unreasonable in any respect, the Parties intend that the court reduce or "blue-pencil" the unreasonable element to the maximum extent enforceable, rather than strike the clause in its entirety.

NON-SOLICITATION OF CLIENTS AND EMPLOYEES

The following non-solicitation restrictions are reasonable, narrowly tailored, and enforceable under Philippine law as they protect specific proprietary interests, consistent with Tiu v. Platinum Plans Phil., Inc., G.R. No. 163512 (February 28, 2007).

Client Non-Solicitation (12 months post-separation): For a period of 12 months following the date of separation, the Restricted Party shall not, directly or indirectly, solicit, contact, or induce any Restricted Client to reduce or terminate their business relationship with the Employer, or to engage with any competing enterprise for services similar to those provided by the Employer.

Definition of Restricted Clients: "Restricted Clients" means all clients and prospective clients of the Employer with whom the Restricted Party had direct personal contact, or about whom the Restricted Party received material confidential information, in the 12 months preceding the date of separation.

Employee Non-Solicitation (12 months post-separation): For a period of 12 months following the date of separation, the Restricted Party shall not directly or indirectly solicit, recruit, hire, or attempt to solicit any employee, consultant, or contractor of the Employer with whom the Restricted Party had material professional contact during the engagement, without the Employer's prior written consent.

CONFIDENTIALITY, TRADE SECRETS AND DATA PRIVACY ACT 2012

Confidential Information: All non-public business, technical and commercial information of the Employer, including personal data subject to the Data Privacy Act of 2012 (RA 10173).

Additional categories specified by the Parties:
All non-public information relating to the Employer's business, including source code, product roadmaps, client lists, pricing data, financial information, and HR data — all of which constitutes Confidential Information protected under this Agreement and, where applicable, under the Data Privacy Act of 2012 (RA 10173).

Trade Secret Protection: Trade secrets including source code, algorithms, and proprietary data shall be protected for so long as they retain trade secret status, consistent with Civil Code Articles 19, 20, 26 and Air Philippines Corp. v. Pennswell, Inc., G.R. No. 172835.

Additional protections specified by the Parties:
The Restricted Party acknowledges that the Employer's source code, algorithms, proprietary SaaS architecture, and client database constitute trade secrets. The Restricted Party shall not use or disclose these trade secrets during or after the engagement, consistent with Civil Code Art. 19, 20, 26 and Air Philippines Corp. v. Pennswell, Inc., G.R. No. 172835.

Data Privacy Act of 2012 (RA 10173): To the extent the Restricted Party processes personal data of the Employer's employees, customers, or other data subjects in the course of the engagement, the Restricted Party shall comply with all applicable obligations under the Data Privacy Act of 2012 (RA 10173), including the lawful processing requirements of Sections 11 to 13, security safeguards under Section 20, and breach notification under NPC Circular 16-03. Upon termination of the engagement, the Restricted Party shall not retain any personal data except as required by applicable law. Unauthorised processing or disclosure may give rise to criminal liability under Sections 25 to 32 of RA 10173.

Permitted Disclosures: Disclosures required by a court order or applicable Philippine law, with advance written notice to the Employer, are permitted.

Additional permitted disclosures:
Disclosure required by a court order or applicable Philippine law, provided the Employer is given prompt written notice and a reasonable opportunity to seek a protective order, is permitted.

Return of Materials: All Confidential Information and materials shall be returned or certifiably destroyed upon termination of the engagement.

Additional return obligations:
Upon termination, the Restricted Party shall immediately return all Company property, including laptop, access credentials, and any copies of Confidential Information in any medium. Personal data of the Employer's customers and employees must be deleted in accordance with the Data Privacy Act of 2012 (RA 10173) and NPC Circular 16-01.

REMEDIES

The Parties acknowledge that a breach or threatened breach of the non-solicitation, non-compete, or confidentiality provisions of this Agreement would cause irreparable harm to the Employer for which monetary compensation alone would be an inadequate remedy. Accordingly, the Employer shall be entitled to seek from the Regional Trial Court of Makati City: (a) a Temporary Restraining Order (TRO) and/or a writ of preliminary injunction under Rule 58 of the 1997 Rules of Civil Procedure, as well as a permanent injunction; (b) actual damages under Civil Code Articles 2199-2202; (c) liquidated damages stipulated in writing under Civil Code Articles 1226-1230 (subject to equitable reduction under Art. 1229 if iniquitous or unconscionable); and (d) reasonable attorney's fees and costs of suit as expressly stipulated under Civil Code Art. 2208(1), in addition to any other remedies available at law or in equity. The Employer shall not be required to post a bond beyond what the court may require under Rule 58, and shall not be required to prove actual monetary loss as a prerequisite to injunctive relief.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. The Parties irrevocably submit to the exclusive jurisdiction of the Regional Trial Court of Makati City for the resolution of any dispute arising out of or in connection with this Agreement, in accordance with Rule 4, Section 4 of the 1997 Rules of Civil Procedure. The Parties may, by mutual agreement, refer disputes to arbitration administered by the Philippine Dispute Resolution Center, Inc. (PDRCi) under the Alternative Dispute Resolution Act of 2004 (Republic Act No. 9285); in any event, either Party may seek urgent interim relief from the courts under Section 28 of RA 9285 (interim measures of protection from courts) pending the constitution of an arbitral tribunal.

GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations and representations. Amendment: No amendment is valid unless in writing and signed by both Parties (Civil Code Art. 1356). Severability and Blue-Pencil: If any provision is held invalid or unenforceable by a competent court (including by reason of the reasonableness test), the Parties intend that the court reduce the duration, scope, or territory of the offending provision to the maximum extent enforceable rather than strike the provision in its entirety; the remaining provisions — particularly the non-solicitation and confidentiality provisions — shall continue in full force and effect. Electronic Execution: This Agreement may be signed electronically; electronic signatures are valid under the Electronic Commerce Act of 2000 (RA 8792), particularly Sections 7 and 8. Counterparts: This Agreement may be executed in counterparts, each constituting an original.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.

EMPLOYER / DISCLOSING PARTY

Bayan Technologies, Inc.

Authorised Signatory

Date: ____________________

RESTRICTED PARTY

Roberto Manuel Santos

Senior Software Engineer

Date: ____________________

Available as a print-ready PDF or an editable Microsoft Word (.docx) file.

What is a Non-Compete Agreement?

A Non-Compete Agreement is a contract by which one party — typically an executive, professional, key employee, contractor, shareholder, or seller of a business — undertakes not to engage in activities that compete with a Company's business for a defined period and within a defined territory after the engagement ends. In the Philippines, such agreements are anchored in Article 1306 of the Civil Code (Republic Act 386), which gives parties freedom to stipulate any terms not contrary to law, morals, good customs, public order, or public policy. The Civil Code's Article 1409 declares void any contract whose cause, object, or purpose is contrary to public policy — and unreasonable restraints of trade fall squarely within this prohibition.

The leading Philippine authority is Tiu v. Platinum Plans Phil., Inc., G.R. No. 163512 (February 28, 2007), where the Supreme Court of the Philippines held that a post-employment non-compete is enforceable only when it is reasonable in (a) duration, (b) territory, and (c) scope of restricted activities, and is supported by valuable consideration. The Court reaffirmed this framework in Avon Cosmetics, Inc. v. Luna, G.R. No. 153674, and Daisy's Home & Auto Supply v. Court of Appeals. A clause that bans a Filipino professional from working in the entire industry, for many years, across the whole archipelago, with no separate consideration, will be struck down as restraint of trade contrary to public policy.

Non-compete provisions in the Philippines are commonly used in five contexts: (1) senior executive and managerial employment contracts, where the employer protects strategic knowledge and client relationships; (2) sale of business or sale of shares, where the buyer protects the goodwill purchased; (3) shareholder or partnership agreements, restraining founders from setting up rival ventures; (4) independent contractor and consulting engagements; and (5) franchise and distribution agreements. Although the Labor Code (Presidential Decree 442) does not directly regulate post-employment non-competes, the National Labor Relations Commission (NLRC) and the Regional Trial Courts (RTC) of the Philippines apply the Civil Code reasonableness test to balance the employer's legitimate proprietary interests against the worker's constitutional right to gainful employment under Article XIII, Section 3 of the 1987 Constitution.

What this template covers

The Doxuno Non-Compete Agreement template includes every clause needed to satisfy the Tiu v. Platinum Plans reasonableness test, plus optional Expert sections for trade secret protection, non-solicitation, and RTC injunctive relief.

Parties and engagement context

Company, restricted person, and the underlying engagement (employment, contract, sale)

Purpose and legitimate proprietary interest

Trade secrets, client goodwill, and confidential information being protected

During-engagement restrictions

No competing activities while the engagement is in force

Post-engagement non-compete

Reasonable duration (typically 6-24 months) and defined territory

Defined territory (city, region, ASEAN)

Geographic scope tailored to the Company's actual market in the Philippines

Defined restricted activities

Specific competing services or products, not the entire industry

Non-solicitation of clients

12-month prohibition on poaching customers under Tiu reasonableness test

Non-solicitation of employees

12-month prohibition on hiring away Company staff

Confidentiality and trade secrets (RA 8293)

Indefinite protection of trade secrets per Air Philippines v. Pennswell

Consideration and severability

Valuable consideration required by Tiu v. Platinum Plans; partial enforcement

Remedies and RTC injunction

Damages under Civil Code Arts. 2199-2235 and Rule 58 preliminary injunction

Governing law and jurisdiction

Philippine law, RTC venue, and optional PDRCi arbitration under RA 9285

How to create your Non-Compete Agreement

No prior legal training required. The Doxuno generator walks you through every section with Philippine-specific drafting guidance.

1
Identify the Company and the restricted person
Provide the registered name, SEC registration under the Revised Corporation Code (RA 11232), TIN issued by the BIR, and principal office address of the Company. For the restricted person, indicate full legal name, civil status, citizenship, TIN, and current Philippine address. Specify the underlying engagement: employment contract, independent contractor agreement, sale of shares, partnership, or franchise. Philippine courts examine the engagement context to determine whether sufficient consideration exists for the non-compete.
2
Articulate the legitimate proprietary interest
A non-compete will only be enforced when it protects a legitimate proprietary interest of the Company — typically trade secrets under the IP Code (RA 8293) and Article 28 of the Civil Code, confidential customer information, specialized training, or goodwill purchased in a sale. State this interest clearly in the recitals, with reference to the actual confidential information or relationships at stake. Generic clauses ("the Company has confidential information") are routinely set aside by the Regional Trial Courts of the Philippines as inadequate.
3
Set a reasonable duration and territory
Under Tiu v. Platinum Plans (G.R. No. 163512), Philippine courts evaluate the reasonableness of duration and territory together. Typical enforceable periods: 6 to 12 months for mid-level professionals, 12 to 24 months for senior executives, up to 36 months for sellers of a business with significant goodwill. Territory must match the Company's actual market — for example, "Metro Manila and Mega Cebu" for a regional retailer, "the Philippines" for a national brand, "ASEAN" only for businesses with verifiable regional operations. Worldwide non-competes for ordinary Filipino employees are routinely struck down as unreasonable.
4
Define restricted activities precisely and add non-solicitation
Describe the restricted activities specifically rather than banning the entire industry. For example, restrict "engaging in the development of cloud-based logistics software for SMEs in the Philippines" rather than "any IT activity". Add 12-month non-solicitation of clients (the Company's customers with whom the restricted person had material contact) and of employees (Company staff at supervisor level or above). Non-solicitation clauses are generally easier to enforce than full non-competes because they are less restrictive of employment freedom and align with Article 28 of the Civil Code on unfair competition.
5
Provide consideration, set venue, and download
Tiu v. Platinum Plans requires valuable consideration for a post-engagement non-compete in the Philippines: a sign-on bonus, additional severance pay, an equity vesting award, retention bonus, or — for sale of business — the purchase price itself. State the consideration explicitly. Choose the venue for disputes (commonly the RTC of Makati, Taguig BGC, Quezon City, Pasig Ortigas, Manila, or Cebu City) and optionally elect arbitration before the Philippine Dispute Resolution Center, Inc. (PDRCi) under the Alternative Dispute Resolution Act 2004 (RA 9285). Doxuno produces a clean PDF — sign and notarize before a Notary Public commissioned by the Executive Judge of the RTC for stronger evidentiary weight.

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Continue editing in Word after download. Add custom clauses, reuse the template for similar agreements, or share with a colleague for collaborative review.

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Documents you can rely on

Every template is written natively for its country, grounded in the specific statutes that govern it, and kept current as the law changes — never a generic form pushed through translation.

Legal considerations in the Philippines

Philippine law balances employer protection against the constitutional right to gainful employment. The four areas below decide most non-compete disputes.

This template is provided for informational purposes only and does not constitute legal advice. For high-value executive or M&A non-competes, please consult a licensed Philippine lawyer admitted to the Integrated Bar of the Philippines (IBP).

Reviewed by legal professionals. The clauses have been reviewed against the Civil Code of the Philippines, the IP Code (RA 8293), Tiu v. Platinum Plans (G.R. No. 163512), and the Data Privacy Act 2012, ensuring legal soundness for ordinary Philippine engagements.

The Tiu v. Platinum Plans reasonableness test

In Tiu v. Platinum Plans Phil., Inc., G.R. No. 163512 (February 28, 2007), the Supreme Court of the Philippines confirmed that post-employment non-compete clauses are valid only when reasonable. The Court applies a multi-factor test: (a) duration must not exceed what is necessary to protect the Company's legitimate interest — typically 6 to 24 months; (b) territory must match the Company's actual market presence in the Philippines; (c) scope of restricted activities must be limited to genuinely competing work, not the entire industry; (d) the restraint must protect a legitimate proprietary interest — trade secrets, customer goodwill, specialized training; and (e) the restricted person must receive valuable consideration. Avon Cosmetics, Inc. v. Luna (G.R. No. 153674) and Daisy's Home & Auto Supply v. Court of Appeals reinforced this framework. A clause failing any prong is void as restraint of trade contrary to public policy under Article 1409 of the Civil Code.

Trade secret protection under the IP Code (RA 8293)

Trade secret protection in the Philippines stands separately from contractual non-compete and is generally easier to enforce. The Intellectual Property Code (RA 8293), Article 28 of the Civil Code on unfair competition, and the landmark case Air Philippines Corp. v. Pennswell, Inc. (G.R. No. 172835, December 13, 2007) protect undisclosed business information that has commercial value because of its secrecy and is the subject of reasonable measures to keep it secret. The non-compete agreement should explicitly identify the categories of information considered trade secrets — pricing algorithms, customer lists, manufacturing processes, source code, supplier networks — and impose perpetual confidentiality obligations on those items, even after the contractual non-compete period expires. Where trade secret misappropriation occurs, the Company may seek injunctive relief from the Regional Trial Court, damages under Articles 2199-2235 of the Civil Code, and criminal liability under Article 168 of the IP Code (unfair competition) carrying fines and imprisonment in the Philippines.

Non-compete in employment vs in sale of business

Philippine courts apply different levels of scrutiny depending on context. In employment cases, the Tiu v. Platinum Plans test is applied strictly because the Constitution protects the employee's right to gainful employment under Article XIII, Section 3 of the 1987 Constitution; non-competes longer than 24 months are routinely cut down. In sale-of-business cases, courts are far more permissive: the seller has received the purchase price as consideration for the goodwill, so longer durations (24-36 months) and broader territories are upheld — see Daisy's Home & Auto Supply v. Court of Appeals. In shareholder agreements among partners building a business together, Philippine courts examine reasonableness alongside the partners' bargaining equality. The Doxuno template adapts duration and scope automatically based on the engagement type selected.

Remedies, RTC injunction, and dispute resolution

Where a non-compete is breached, the Company in the Philippines may seek (1) a writ of preliminary injunction from the Regional Trial Court under Rule 58 of the Rules of Court to immediately stop the competing activity — this is the most effective remedy and may be granted ex parte for 72 hours pending hearing under Section 5 of Rule 58; (2) damages under Articles 1170, 2199-2235 of the Civil Code (actual, moral, and exemplary), plus liquidated damages if pre-agreed under Articles 2226-2228; (3) where trade secrets are misused, criminal prosecution for unfair competition under Article 168 of the IP Code (RA 8293) carrying fines and imprisonment; and (4) where personal data is misused, complaint to the National Privacy Commission under the Data Privacy Act 2012 (RA 10173) with administrative fines up to ₱5,000,000 per violation under NPC Circular 2022-01. The agreement may elect institutional arbitration before the Philippine Dispute Resolution Center, Inc. (PDRCi) under RA 9285, with provisional injunctive relief from the RTC remaining available under Section 28 of the Act.

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