Non-Disclosure Agreement (Philippines)
NON-DISCLOSURE AGREEMENT
Civil Code of the Philippines (RA 386, 1950) | Data Privacy Act (RA 10173, 2012)
Intellectual Property Code (RA 8293, 1997)
This Non-Disclosure Agreement ("Agreement") is entered into as of [Effective Date]
BETWEEN:
(1) [Disclosing Party Name], of [Disclosing Party Address] (the "Disclosing Party"); AND
(2) [Receiving Party Name], of [Receiving Party Address] (the "Receiving Party").
This Agreement is: [NDA Type]
1. PURPOSE
The Disclosing Party wishes to disclose certain confidential information to the Receiving Party solely for the following purpose: [Business Purpose] (the "Permitted Purpose").
2. CONFIDENTIAL INFORMATION
2.1 "Confidential Information" means: [Confidential Info Definition]
2.2 The Receiving Party shall: (a) hold all Confidential Information in strict confidence; (b) not disclose any Confidential Information to third parties without the Disclosing Party's prior written consent; (c) use the Confidential Information solely for the Permitted Purpose; and (d) protect the Confidential Information with at least the same degree of care used for its own confidential information, but in no event less than reasonable care.
2.3 Exclusions. The obligations in Section 2.2 do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known to the Receiving Party before disclosure without restriction; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt prior written notice to the Disclosing Party.
3. DATA PRIVACY COMPLIANCE
3.1 Personal Data Coverage: [Personal Data Coverage]. Where Confidential Information includes personal data as defined under the Data Privacy Act of the Philippines (RA 10173, 2012), the Receiving Party shall: (a) process such personal data only as necessary for the Permitted Purpose; (b) implement appropriate organizational, physical, and technical security measures under NPC Circular No. 16-01; and (c) notify the Disclosing Party of any personal data breach within seventy-two (72) hours of discovery under NPC Circular No. 16-03.
4. TERM AND REMEDIES
4.1 The confidentiality obligations under this Agreement shall remain in effect for [NDA Term].
4.2 The Receiving Party acknowledges that breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be inadequate. The Disclosing Party shall be entitled to seek injunctive relief before the appropriate Regional Trial Court under Rule 58 of the Rules of Court, without the need to post a bond, in addition to any other remedy available under the Civil Code of the Philippines. [Liquidated Damages]
5. GOVERNING LAW AND JURISDICTION
5.1 This Agreement shall be governed by [Governing Law]. Any dispute arising from this Agreement shall be submitted to mediation under the Alternative Dispute Resolution Act (RA 9285, 2004) before resort to litigation.
Disclosing Party
________________
Signature
Receiving Party
________________
Signature
What Is a Non-Disclosure Agreement (Philippines)?
A Non-Disclosure Agreement in the Philippines protects sensitive commercial information by restricting how the recipient may use or pass on what is disclosed.
1159. It restricts disclosure and use of designated confidential information between the disclosing and receiving parties.
For NDAs covering personal data — information that directly or indirectly identifies an individual — the Data Privacy Act of the Philippines (RA 10173, 2012) and its Implementing Rules and Regulations (IRR) impose additional obligations. The National Privacy Commission (NPC), created under RA 10173, regulates the processing, storage, and disclosure of personal information. NPC Circular No. 16-01 on the Security of Personal Information requires that contractual agreements for data processing and sharing incorporate appropriate security measures. An NDA that involves the sharing of employee data, customer records, or other personal information must comply with RA 10173's requirements on consent, purpose limitation, and data subject rights under Section 16 of RA 10173.
The Intellectual Property Code of the Philippines (RA 8293, 1997) provides an additional layer of protection for trade secrets and proprietary information — including technical information, business methods, and formulae — beyond the contractual NDA framework. The IP Code recognizes trade secrets as protectable IP rights under Section 171.1 and the provisions on unfair competition under Section 168, and a party who misappropriates a trade secret may face both civil liability under the IP Code and criminal prosecution under Section 170 for acts of unfair competition.
Philippine employers also rely on NDAs — incorporated in or alongside employment contracts under the Labor Code (PD 442) — to protect business information from disclosure by employees and former employees. The NDA's enforceability against former employees is subject to the reasonableness doctrine: Philippine courts, guided by Civil Code Article 1306 on freedom of contract subject to law, morals, good customs, public order, and public policy, may decline to enforce unreasonably broad NDAs that effectively prevent a former employee from exercising their skills.
The legal framework governing the Non-Disclosure Agreement (Philippines) in Philippines draws on several key statutes and regulatory bodies. Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Parties executing a Non-Disclosure Agreement (Philippines) in Philippines should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Civil Code of the Philippines (RA 386), Art. 1159 sets the foundational requirements.
When Do You Need a Non-Disclosure Agreement (Philippines)?
A Non-Disclosure Agreement is required in the Philippines in specific business and employment contexts where a party must share confidential information to achieve a legitimate business purpose.
An NDA is required before sharing confidential business plans, financial projections, technology details, or trade secrets with potential investors, partners, or acquirers during due diligence. In mergers and acquisitions, NDAs are executed before the disclosing party shares data room access or management presentations with prospective buyers.
An NDA is needed when a technology company or software developer shares proprietary source code, algorithms, or technical specifications with a development partner, outsourcing vendor, or system integrator. The Electronic Commerce Act (RA 8792, 2000) recognizes electronic contracts, so NDAs may be executed electronically with digital signatures under the Act's provisions on digital signatures.
An NDA is required when employees with access to trade secrets, client lists, pricing strategies, or proprietary business methods are hired. The NDA is typically incorporated in the employment contract under the Labor Code (PD 442) or executed as a separate document. The Department of Labor and Employment (DOLE) does not prohibit employee NDAs, provided they do not unreasonably restrict the employee's ability to practice their profession after separation.
An NDA is needed when a business discloses customer personal data or employee records to a third-party service provider — such as a payroll processor, cloud storage provider, or HR system vendor — to comply with the Data Privacy Act (RA 10173) requirement for a data sharing agreement under NPC Circular No. 16-01.
An NDA is required when business partners in a joint venture or distribution arrangement exchange commercially sensitive information — such as pricing models, customer databases, or supply chain data — before executing the definitive agreement. The NDA protects the disclosing party if negotiations fail.
What to Include in Your Non-Disclosure Agreement (Philippines)
A complete Philippine Non-Disclosure Agreement must contain the following essential elements under the Civil Code (RA 386) and the Data Privacy Act (RA 10173).
Parties: Full legal names, addresses, and authorized representatives of the disclosing party and the receiving party. For corporations, include the SEC Registration Number and the board resolution or officer authority for executing the NDA.
Definition of Confidential Information: A precise and thorough definition of what constitutes confidential information under the NDA — covering trade secrets, business plans, financial data, customer lists, technical specifications, software, and any other specified category. Overly broad definitions may be challenged under Civil Code Article 1306, while overly narrow definitions leave gaps in protection.
Obligation of Non-Disclosure: The receiving party's obligation not to disclose confidential information to any third party without the disclosing party's prior written consent, and to use the confidential information only for the specific purpose stated in the NDA.
Data Privacy Compliance: Where personal data is included in the confidential information, a provision incorporating the requirements of the Data Privacy Act (RA 10173, 2012) and NPC Circular No. 16-01 — including obligations to implement appropriate security measures, process personal data only as necessary for the permitted purpose, and notify the disclosing party of any personal data breach within 72 hours under NPC Circular No. 16-03.
Exclusions: Standard exclusions from the confidentiality obligation — information that is already publicly known, independently developed by the receiving party, received from a third party without restriction, or required to be disclosed by law or court order.
Term: The duration of the NDA's confidentiality obligations. Philippine courts have upheld NDA terms of two to five years as reasonable for standard business information; perpetual terms for trade secrets are also acceptable given the indefinite protection of trade secrets under the IP Code (RA 8293).
Remedies: The disclosing party's right to seek injunctive relief before the Regional Trial Court without the need to post a bond under Rule 58 of the Rules of Court (for irreparable harm), in addition to the right to claim actual damages under Civil Code Article 2199 and exemplary damages under Article 2229 for breach of the NDA.
Governing Law and Jurisdiction: Philippine law and the jurisdiction of the appropriate Regional Trial Court or, for corporate parties, the Commercial Court under A.M. No. 03-03-03-SC.
Additional compliance elements for a Non-Disclosure Agreement (Philippines) used in Philippines include: Under Philippine law, the Civil Code of the Philippines (Republic Act No. 386) governs contractual obligations. The Revised Corporation Code (Republic Act No. 11232) regulates corporate entities through the Securities and Exchange Commission (SEC). The Labor Code of the Philippines (Presidential Decree No. 442) and Department of Labor and Employment (DOLE) govern employment matters. The Data Privacy Act of 2012 (Republic Act No. 10173) and the National Privacy Commission (NPC) protect personal data. The Bureau of Internal Revenue (BIR) administers tax obligations under the National Internal Revenue Code. Forms-legal.com provides this template as a starting point for Philippines-compliant documentation.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Non-Disclosure Agreement (Philippines) (Philippines) [Legal document template]. Forms Legal. https://forms-legal.com/philippines/business/contracts/non-disclosure-agreement-philippines
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year = {2026},
howpublished = {\url{https://forms-legal.com/philippines/business/contracts/non-disclosure-agreement-philippines}},
note = {Free legal document template. Based on Civil Code of the Philippines (RA 386), Art. 1159}
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Frequently Asked Questions
A Non-Disclosure Agreement is legally enforceable in the Philippines as a valid contract under Article 1305 of the Civil Code (RA 386, 1950), provided it meets the three essential requisites of a valid contract: consent of the contracting parties, object certain which is the subject matter of the contract, and cause of the obligation. Philippine Regional Trial Courts and the Court of Appeals have consistently upheld NDA provisions as binding where the confidential information is specifically defined, the obligations are clear, and the restrictions are reasonable in scope and duration. A party that breaches an NDA may be held liable for actual damages — including lost profits and reasonable costs of remediation — under Civil Code Articles 2199 to 2215. The disclosing party may also seek preliminary injunction under Rule 58 of the Rules of Court to immediately prevent further disclosure of confidential information while the case is pending, upon showing a clear legal right, material and substantive breach, and that failure to issue the injunction would cause grave and irreparable injury.
An NDA does not need to be notarized to be legally binding between the parties under the Civil Code of the Philippines — a private written document executed by both parties with their signatures creates a valid contract if the essential requisites of consent, object, and cause are present. However, notarization before a Notary Public under the Rules on Notarial Practice (A.M. No. 02-8-13-SC) is strongly recommended for NDAs involving significant trade secrets, technology transfers, or large commercial transactions because notarization converts the NDA from a private document to a public instrument. A public instrument carries a presumption of authenticity and due execution under Rule 132, Section 19 of the Revised Rules on Evidence — it can be admitted in evidence without further proof of execution. Notarization is particularly important when the NDA may need to be enforced through court proceedings, as the presumption of authenticity simplifies evidentiary requirements. The NDA may also be executed electronically under the Electronic Commerce Act (RA 8792, 2000) if both parties use electronic signatures.
A party that violates a Non-Disclosure Agreement in the Philippines may face civil liability for actual damages under Articles 2199 to 2215 of the Civil Code, which include all damages naturally and probably resulting from the breach, including lost profits, costs of remediation, and reputational damages that can be quantified. Exemplary damages under Civil Code Article 2229 may be awarded if the breach was attended by malice, fraud, or bad faith. If the confidential information constitutes a trade secret, the disclosing party may also pursue claims under the Intellectual Property Code (RA 8293, 1997) for trade secret misappropriation and unfair competition under Section 168, which can result in both civil damages and criminal penalties of imprisonment from two to five years and a fine of PHP 50,000 to PHP 200,000 under Section 170. For NDAs covering personal data, unauthorized disclosure of personal information in violation of the Data Privacy Act (RA 10173) carries criminal penalties under Sections 25 to 31 of RA 10173, including imprisonment of one to six years and fines of PHP 500,000 to PHP 5 million depending on the severity of the violation.
Philippine employers can require employees to sign Non-Disclosure Agreements as a condition of employment or at any time during the employment relationship, and such NDAs are generally enforceable under the Civil Code of the Philippines and the Labor Code (PD 442). The DOLE and Philippine courts have consistently upheld employee NDAs that protect genuinely confidential business information — trade secrets, customer lists, pricing data, and proprietary technology — within reasonable bounds. However, NDA provisions that effectively operate as non-compete agreements restraining former employees from working in the same industry may be challenged under Civil Code Article 1306 as contrary to public policy if they are unreasonably broad in geographic scope, duration, or activity restriction. The Supreme Court has recognized in Rivera v. Court of Appeals (G.R. No. 115625, January 23, 1998) that restraints on employment are looked upon with disfavor and are enforced only to the extent reasonably necessary to protect the employer's legitimate interests without imposing undue hardship on the employee.
A Non-Disclosure Agreement (Philippines) does not legally require a lawyer in Philippines, and individuals and businesses may draft and execute the document independently. The Civil Code of the Philippines (RA 386), Art. 1159 does not mandate legal representation for the creation or signing of this type of document. However, seeking independent legal advice from a qualified Philippines lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Supreme Court of the Philippines has jurisdiction over disputes arising from this type of document, and Securities and Exchange Commission (SEC Philippines) may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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