What is an NDA and when do I need one in the Philippines?

A Non-Disclosure Agreement (NDA) is a binding contract that prevents one or both parties from disclosing Confidential Information to third parties. You need one whenever you share sensitive information with someone outside your organization — a prospective partner, investor, supplier, contractor, employee, or applicant. It is a standard tool in the Philippine business ecosystem and constitutes one of the "reasonable measures" Philippine courts look for when evaluating whether information qualifies for trade secret protection under the Intellectual Property Code (RA 8293) and Article 28 of the Civil Code.

What is the difference between unilateral, mutual, and multilateral NDAs?

In a unilateral NDA only one party discloses Confidential Information and only the Receiving Party is bound to confidentiality; this is the standard form when engaging contractors, freelancers, or applicants in the Philippines. In a mutual or bilateral NDA both parties share sensitive data and are reciprocally bound, which is common in commercial alliances, M&A, and joint ventures. A multilateral NDA is used when three or more parties are involved, for example in research and development consortia funded by the DOST, the Philippine Council for Industry, Energy and Emerging Technology Research and Development (PCIEERD), or due diligence processes with multiple advisers.

How long should an NDA last?

The duration is freely set by the parties under the freedom of contract principle of Article 1306 of the Civil Code of the Philippines. Most commercial NDAs are signed for two to five years. However, obligations relating to trade secrets under the IP Code (RA 8293) may continue for as long as the information retains its secret character and commercial value. To avoid the risk of being declared unconscionable for unreasonable duration, set a sensible term for general information and include a separate trade secrets clause that survives termination of the agreement in the Philippines.

Is an NDA valid without notarization?

Yes. Under Article 1356 of the Civil Code of the Philippines, contracts are obligatory in whatever form they may have been entered into, provided all the essential requisites for their validity are present. An NDA signed by both parties is fully valid and enforceable in the Philippines without notarization. However, notarization before a Notary Public commissioned by the Executive Judge of the Regional Trial Court — pursuant to the 2004 Rules on Notarial Practice (A.M. No. 02-8-13-SC) — converts the NDA into a public document, which carries significant evidentiary weight and is presumed authentic in court. Notarization is strongly recommended for high-value or long-term confidentiality agreements.

What if the other party breaches the NDA?

In case of breach, the aggrieved party may seek a writ of preliminary injunction from the Regional Trial Court (RTC) under Rule 58 of the Rules of Court to immediately stop the disclosure, claim damages under Articles 1170 and 2199-2235 of the Civil Code (actual, moral, exemplary), and demand payment of the liquidated damages clause if one was agreed (Articles 2226-2228 NCC). Wilful misappropriation of trade secrets may also amount to unfair competition under Article 168 of the IP Code, punishable by criminal fines and imprisonment in the Philippines. If personal data was misused, the National Privacy Commission may impose administrative fines under NPC Circular 2022-01 of up to PHP 5,000,000 per violation, plus criminal penalties of up to six years imprisonment under Sections 25-32 of the Data Privacy Act 2012.

Can I sign an NDA with my employees in the Philippines?

Yes. Signing confidentiality agreements with employees is a standard practice in the Philippines, both at the start of the employment relationship and during its term. They may be incorporated as a clause in the employment contract or executed as a separate document. Breach of confidentiality constitutes serious misconduct and a just cause for termination under Article 297 of the Labor Code (PD 442), subject to the twin-notice rule established in Wenphil v. NLRC and Agabon v. NLRC. Distinguish the NDA from a post-employment non-compete clause, which under Tiu v. Platinum Plans (G.R. No. 163512) must satisfy the reasonableness test as to time, territory, scope, and consideration to be enforceable in the Philippines.

Is an electronic signature valid for a Philippine NDA?

Yes. The Electronic Commerce Act of 2000 (Republic Act 8792) and Section 12 of the Rules on Electronic Evidence (A.M. No. 01-7-01-SC) recognize the validity of electronic signatures and electronic documents in the Philippines, granting them the same legal effect as handwritten signatures and paper documents. Simple electronic signatures are sufficient for most commercial contracts. For high-value transactions, an advanced or qualified electronic signature with a digital certificate from a Philippine Certification Authority accredited by the Department of Information and Communications Technology (DICT) provides the strongest evidentiary weight and is presumed reliable under Section 11 of RA 8792.

Should I include barangay conciliation in my NDA?

It depends on the parties. Pursuant to the Katarungang Pambarangay Law (RA 7160, Sections 408-422 of the Local Government Code), disputes between Filipino natural persons residing in the same city or municipality must first undergo conciliation before the Lupong Tagapamayapa as a precondition to filing a court action. This requirement does NOT apply when one party is a corporation or when the parties reside in different cities/municipalities. For a Philippine NDA between corporations, the standard practice is to skip barangay conciliation and proceed directly to RTC litigation or PDRCi arbitration; for natural-person NDAs in the same locality, including a barangay conciliation clause is good drafting practice and aligns with public policy.

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Free Non-Disclosure Agreement (NDA) Template — Philippines

A Non-Disclosure Agreement drafted in line with Philippine law for businesses, professionals, and employers. Choose unilateral, mutual, or multilateral form, fill in the parties, and download a professional PDF ready for signing within minutes — compliant with the Civil Code of the Philippines and the Data Privacy Act 2012.

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NON-DISCLOSURE AGREEMENT

DISCLOSING PARTY

Bayan Technologies, Inc.

12F Net Park Building, 5th Avenue, Bonifacio Global City, Taguig 1634 · TIN 009-876-543-000 · SEC CS201234567

By: Maria Cristina Reyes, President and Chief Executive Officer

RECEIVING PARTY

Pearl Ventures Holdings Corp.

8F The Trade and Financial Tower, 7th Avenue cor. 32nd Street, BGC, Taguig 1634 · TIN 008-765-432-000 · SEC CS202156789

By: Juan Carlos Mendoza, Managing Director

Effective: April 25, 2026

MandA / Business Acquisition · Duration: two (2) years

This Non-Disclosure Agreement (the "Agreement") is entered into as of April 25, 2026 in Makati City, Republic of the Philippines, by and between Bayan Technologies, Inc. ("Disclosing Party") and Pearl Ventures Holdings Corp. ("Receiving Party"). The parties, having the legal capacity to contract pursuant to Article 1318 of the Civil Code of the Philippines (consent, object, and cause), agree as follows:

PURPOSE

The parties wish to explore a potential merger, acquisition, or business combination. In connection therewith, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party solely for the evaluation and pursuit of that purpose (the "Permitted Purpose"). This Agreement is governed by Articles 1305 to 1422 of the Civil Code of the Philippines (Republic Act No. 386).

CONFIDENTIAL INFORMATION

"Confidential Information" means any non-public information disclosed by the Disclosing Party to the Receiving Party, in any form or medium, that is designated as confidential or that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. This includes, without limitation, business plans, financial data, technical specifications, customer lists, pricing information, personnel data, software code, and proprietary methods or processes. Where Confidential Information constitutes personal information within the meaning of Section 3(g) of the Data Privacy Act of 2012 (Republic Act No. 10173), the Receiving Party shall additionally comply with the lawful processing requirements of Sections 11–13 of the said Act and the implementing rules issued by the National Privacy Commission (NPC).

OBLIGATIONS OF RECEIVING PARTY

Pearl Ventures Holdings Corp. agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of Bayan Technologies, Inc.; (c) use Confidential Information solely for the Permitted Purpose; (d) protect Confidential Information with at least the same degree of diligence used to protect its own most sensitive information, but in no event less than the diligence of a good father of a family (diligencia de buen padre de familia) under Civil Code Art. 1163; and (e) limit access to those employees, officers, directors, and professional advisors who have a strict need to know and are bound by confidentiality obligations no less protective than this Agreement. The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any actual or suspected unauthorized disclosure of Confidential Information.

STANDARD EXCLUSIONS

This Agreement does not apply to information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was lawfully in the Receiving Party's possession prior to disclosure, as evidenced by contemporaneous written records; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information, as evidenced by written records; or (d) is required to be disclosed by applicable Philippine law, a final order of a court of competent jurisdiction, or a directive of a regulatory authority (such as the SEC, BIR, BSP, or NPC), provided that the Receiving Party gives prompt written notice to the Disclosing Party (to the extent permitted by law) and reasonably cooperates in seeking a protective order or equivalent relief.

TERM

This Agreement shall remain in effect for two (2) years from the Effective Date, after which the obligations of confidentiality with respect to general Confidential Information shall expire.

RETURN OR DESTRUCTION

Upon written request by Bayan Technologies, Inc., or upon expiration or termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information and all copies, summaries, extracts, or derivatives thereof (including data stored electronically), and shall provide written certification of such return or destruction upon request. Where the Confidential Information includes personal information, destruction shall comply with Section 11(e) of the Data Privacy Act of 2012 (RA 10173) and applicable NPC issuances.

REMEDIES

The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, Bayan Technologies, Inc. shall be entitled to seek 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, in the appropriate Regional Trial Court of Makati City, without the necessity of proving actual monetary loss or posting a bond beyond what the court may require, in addition to any other remedies available at law or in equity. In any proceedings to enforce or interpret this Agreement, the prevailing party shall be entitled to recover from the other party all reasonable attorney's fees and costs of suit, as expressly stipulated under Article 2208(1) of the Civil Code of the Philippines, in addition to any judgment or award rendered.

GOVERNING LAW AND JURISDICTION

This Agreement is 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, to the exclusion of all other courts and venues, in accordance with Rule 4, Section 4 of the 1997 Rules of Civil Procedure.

ELECTRONIC EXECUTION

This Agreement may be executed electronically. Electronic signatures and electronic documents are valid and enforceable under the Electronic Commerce Act of 2000 (Republic Act No. 8792), particularly Sections 7 (legal recognition of electronic documents) and 8 (legal recognition of electronic signatures). A party may execute this Agreement by any electronic signature platform that satisfies the reliability requirements of RA 8792, including DocuSign, Adobe Sign, or equivalent.

10.

GENERAL PROVISIONS

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings, negotiations, and agreements, whether oral or written. Amendment: No amendment is valid unless in writing and signed by both parties (Civil Code Art. 1356). Severability: If any provision is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement rights. Counterparts: This Agreement may be executed in counterparts, each constituting an original, and all together forming one instrument. No Third-Party Beneficiaries: This Agreement does not confer any rights on any person who is not a party hereto. Headings: The clause headings are for convenience only and shall not affect the construction of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.

DISCLOSING PARTY

Maria Cristina Reyes

President and Chief Executive Officer

Bayan Technologies, Inc.

Date: ____________________

RECEIVING PARTY

Juan Carlos Mendoza

Managing Director

Pearl Ventures Holdings Corp.

Date: ____________________

What is a Non-Disclosure Agreement?

A Non-Disclosure Agreement — commonly known as an NDA or confidentiality agreement — is a legally binding contract by which one or both parties undertake not to disclose Confidential Information to third parties and not to use it for any purpose outside the agreed scope. When a Philippine business shares sensitive data with a prospective partner, investor, supplier, contractor, employee, or applicant, the NDA establishes the legal consequences that follow if such information is disclosed or misused. Under Philippine law, the parties enjoy broad freedom of contract pursuant to Article 1306 of the Civil Code (Republic Act 386), provided the stipulations are not contrary to law, morals, good customs, public order or public policy.

Three forms are commonly used in the Philippines. A unilateral NDA protects information flowing in one direction only: just one party discloses the data and only the receiving party is bound to keep it confidential. This is the standard form when engaging an independent contractor, a freelancer, or an applicant for employment in the Philippines. A mutual or bilateral NDA binds both parties reciprocally and is typical in commercial alliances, joint ventures, mergers and acquisitions (M&A), and investment rounds. A multilateral NDA applies when three or more parties are involved — for example, in technology consortia, joint research and development projects supported by the Department of Science and Technology (DOST), or due diligence processes with multiple advisers in the Philippines.

In the Philippines, confidentiality of business information is governed primarily by the Civil Code (Articles 19, 20, 21, and 26 on abuse of rights, and Articles 1305-1422 on contracts), supplemented by the Intellectual Property Code (Republic Act 8293) on trade secrets, the Data Privacy Act of 2012 (Republic Act 10173) when personal data is involved, and Republic Act 11293 on Innovation. The Data Privacy Act is enforced by the National Privacy Commission (NPC) and imposes specific obligations on personal information controllers and processors. A properly drafted NDA defines what information is considered Confidential, the duration of the obligation, the territorial scope, and the remedies available — including injunctive relief from the Regional Trial Court (RTC) and arbitration before the Philippine Dispute Resolution Center, Inc. (PDRCi).

What this template covers

The Doxuno NDA template includes all essential clauses required under Philippine law, together with optional Expert sections that strengthen protection in complex commercial or sensitive employment situations.

Definition of Confidential Information

Broad scope covering technical, commercial and personal data

Receiving Party obligations

Duty not to disclose and not to use beyond the agreed purpose

Standard exclusions

Four legal carve-outs required for NDA enforceability in the Philippines

Term and territorial scope

Fixed or indefinite period and geographic coverage

Return or destruction of information

Procedure at the end of the engagement or project

Liquidated damages clause

Pre-agreed compensation pursuant to Civil Code Art. 2226-2228

Governing law and jurisdiction

Philippine courts, PDRCi arbitration, or barangay conciliation

General provisions

Severability, entire agreement, notices, counterparts

Trade secrets (IP Code RA 8293)

Reinforced protection under Philippine intellectual property law

Non-solicitation clause

Optional carve-out against poaching of employees or clients

Data Privacy Act 2012 compliance

Personal data handling under National Privacy Commission rules

PDRCi arbitration clause

Optional alternative dispute resolution before the PDRCi Manila

How to create your NDA

No prior legal training required. The Doxuno generator walks you through each section to produce a professional PDF valid throughout the Philippines.

1
Choose the type of NDA
Select the unilateral form if only one party will disclose Confidential Information — for example, when engaging an independent contractor, a freelancer, or an applicant in the Philippines. Choose the mutual form when both parties exchange sensitive data, as is typical in strategic alliances, M&A negotiations, or investment rounds. Select the multilateral form when three or more parties take part in a Philippine consortium or joint project.
2
Fill in the parties
Provide the full corporate name, SEC registration number, principal office address, and authorized representative for each party (Disclosing Party and Receiving Party). For natural persons, indicate full legal name, civil status, citizenship, Tax Identification Number (TIN), and current address within the Philippines. Complete identification supports validity under Article 1305 of the Civil Code and ensures enforceability of the NDA across all Philippine jurisdictions.
3
Describe the purpose of disclosure
Specify the reason Confidential Information will be shared. Common scenarios in the Philippines: evaluation of a potential business alliance, negotiation of a share purchase, onboarding of a strategic supplier, joint software development, participation in a research project funded by the DOST or the Department of Trade and Industry (DTI), or due diligence in an M&A transaction involving Philippine companies.
4
Set the duration and territorial scope
Establish the duration of the confidentiality obligation — typically two to five years for general commercial information — and the territorial scope (Philippines, ASEAN, worldwide). Remember that obligations relating to trade secrets under the IP Code (RA 8293) of the Philippines may continue for as long as the information retains its secret character and commercial value, regardless of the contractual term.
5
Activate optional clauses and download
Add further protections such as the non-solicitation clause, the right to audit, escalating liquidated damages, mandatory barangay conciliation pursuant to Republic Act 7160 (for cases involving Filipino natural persons in the same city/municipality), or institutional arbitration before the Philippine Dispute Resolution Center (PDRCi) in Manila. Your NDA will be generated as a professional PDF, ready for both parties to sign and have notarized before a Notary Public commissioned in the Philippines for stronger evidentiary value.

Legal considerations in the Philippines

This template is designed to be valid throughout the Philippines. Before signing, several legal points are worth reviewing — particularly when employees, personal data, or high-value trade secrets are involved.

This template is provided for informational purposes only and does not constitute legal advice. For high-value transactions, complex employment relationships, or doubts about Philippine law application to your specific case, please consult a licensed Philippine lawyer admitted to the Integrated Bar of the Philippines (IBP).

Reviewed by legal professionals. The content of this page and the template clauses have been reviewed against the Civil Code of the Philippines, the IP Code, and the Data Privacy Act 2012, ensuring legal soundness for ordinary commercial transactions in the Philippines.

IP Code (RA 8293) and trade secret protection

The Intellectual Property Code of the Philippines (Republic Act 8293) is the principal framework for trade secret protection in the country. While the Code does not contain a single comprehensive trade secrets statute, it works together with Article 28 of the Civil Code (unfair competition) and Article 19-21 (abuse of rights) to protect undisclosed business information. A properly drafted NDA constitutes one of the "reasonable measures" Philippine courts examine when deciding whether information qualifies for trade secret protection — alongside marking, access restrictions, and employee training. The Intellectual Property Office of the Philippines (IPOPHL) handles registration of patents, trademarks, and copyrights but does not register trade secrets, which depend on contractual confidentiality protection. Wilful misappropriation may constitute the felony of unfair competition (Art. 168 IP Code) punishable by fine and imprisonment under Philippine criminal law.

NDA and Philippine labor law

Confidentiality clauses included in an employment contract or signed separately are enforceable under the Labor Code of the Philippines (Presidential Decree 442). Employees owe an implied duty of fidelity to the employer, and breach of confidentiality may constitute serious misconduct or wilful breach of trust under Article 297 of the Labor Code, which is just cause for termination subject to the twin-notice rule established in Wenphil Corporation v. NLRC and reaffirmed in King of Kings Transport and Agabon v. NLRC. Post-employment non-compete clauses in the Philippines must satisfy the reasonableness test laid down in Tiu v. Platinum Plans Phil. Inc. (G.R. No. 163512, 2007): they must be limited in time, territory, and scope, and supported by valuable consideration, otherwise the National Labor Relations Commission (NLRC) and the Supreme Court of the Philippines will strike them down as restraint of trade contrary to public policy.

Data Privacy Act 2012 (RA 10173) and personal data

When Confidential Information includes personal data — names of clients, contacts, employee profiles, medical records — the Data Privacy Act of 2012 (RA 10173) and its Implementing Rules and Regulations apply. The Receiving Party may act as a Personal Information Controller or Processor and must comply with the principles of transparency, legitimate purpose, and proportionality (Section 11). The NDA must include specific personal data processing clauses or be supplemented by a Data Sharing Agreement consistent with NPC Circular 16-02 — failing which the National Privacy Commission may impose administrative fines under NPC Circular 2022-01 of up to PHP 5,000,000 per violation, plus criminal penalties under Sections 25-32 of the Act for wilful and intentional breaches in the Philippines.

Jurisdiction, barangay conciliation and dispute resolution

In the Philippines, NDA disputes between corporations are typically brought before the Regional Trial Court (RTC) of the place where the defendant resides or where the contract was executed, pursuant to Rule 4 of the Rules of Court. Where the parties are natural persons residing in the same city or municipality, the Katarungang Pambarangay Law (Republic Act 7160, Sections 408-422) requires prior conciliation before the Lupong Tagapamayapa as a precondition to filing in court. As a faster and more confidential alternative, the NDA may include an arbitration clause under the Alternative Dispute Resolution Act (Republic Act 9285) referring disputes to the Philippine Dispute Resolution Center, Inc. (PDRCi) in Makati or to the Philippine International Center for Conflict Resolution (PICCR). Injunctive relief from the RTC remains available in support of arbitration under Section 28 of RA 9285 to preserve confidentiality pending the award.

Frequently Asked Questions

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