Non-Disclosure Agreement (NDA) Template Philippines: Free Sample & Guide

This Non-Disclosure Agreement (the "Agreement") is entered into as of January 15, 2026, at Quezon City, Philippines, by and between:

Juan Dela Cruz, of legal age, Filipino, hereinafter referred to as the "Disclosing Party";

-and-

Maria Santos, of legal age, Filipino, hereinafter referred to as the "Receiving Party."

WHEREAS, the Disclosing Party possesses certain non-public, confidential, and proprietary information; and

WHEREAS, the Receiving Party desires to receive such information for the purpose of evaluating a potential business partnership between the parties; and

WHEREAS, the Disclosing Party is willing to disclose such information subject to the terms and conditions herein;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants herein contained, the parties hereby agree as follows:

"Confidential Information" refers to business plans, client and supplier lists, pricing models, financial records, and proprietary software source code, and any other non-public information disclosed by the Disclosing Party to the Receiving Party in connection with evaluating a potential business partnership between the parties, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked, labeled, or identified as confidential, provided that the nature of the information or circumstances of disclosure reasonably indicate that it is confidential. For the avoidance of doubt, any information disclosed by the Disclosing Party prior to the execution of this Agreement, in anticipation of or in connection with evaluating a potential business partnership between the parties, is likewise covered herein.

The Receiving Party shall: (a) hold the Confidential Information in strict confidence and not disclose it to any third party without the prior written consent of the Disclosing Party; (b) use the Confidential Information solely for evaluating a potential business partnership between the parties; (c) limit access to the Confidential Information to its employees, agents, or consultants who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein; (d) protect the Confidential Information using the same degree of care it applies to its own confidential information, but in no event less than reasonable care; and (e) promptly notify the Disclosing Party in writing of any known or suspected unauthorized use, access, disclosure, loss, or compromise of Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, or valid court order, provided it gives the Disclosing Party prompt written notice before such disclosure and cooperates with the Disclosing Party in seeking a protective order or other appropriate relief.

The Receiving Party further agrees that the existence, subject matter, and terms of this Agreement, as well as the fact that negotiations or discussions between the parties are ongoing, shall be treated as Confidential Information and shall not be disclosed to any third party without the prior written consent of the Disclosing Party.

The obligations under this Agreement shall not apply to information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before disclosure; (c) is independently developed by the Receiving Party without use of the Confidential Information; or (d) is rightfully received from a third party without restriction.

This Agreement shall remain in force for a period of 2 years from the effective date hereof, unless earlier terminated by mutual written agreement of the parties. Notwithstanding the foregoing, with respect to Confidential Information that constitutes a trade secret under applicable law, the Receiving Party's obligations of confidentiality shall survive the expiration or termination of this Agreement for so long as such information remains a trade secret.

Upon the written request of the Disclosing Party, or upon termination or expiration of this Agreement, the Receiving Party shall, within seven (7) days of such request or event, return or destroy all Confidential Information and all copies, notes, summaries, or extracts thereof, and shall upon request provide written confirmation of the completion of such return or destruction.

Nothing in this Agreement shall be construed as a representation or warranty by the Disclosing Party as to the accuracy, completeness, or value of the Confidential Information disclosed. The Disclosing Party shall not be liable to the Receiving Party for any errors or omissions therein.

Nothing in this Agreement grants or implies any license, right, or interest in any patent, copyright, trademark, trade secret, or other intellectual property right of the Disclosing Party. All Confidential Information remains the exclusive property of the Disclosing Party.

This Agreement does not obligate either party to enter into any further agreement, partnership, joint venture, or business relationship. Either party may terminate negotiations at any time without liability to the other.

The Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity, without the necessity of proving actual damages or posting a bond.

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines, including Republic Act No. 8293 (the Intellectual Property Code of the Philippines) with respect to trade secrets, and the Civil Code of the Philippines with respect to obligations and contracts. In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good-faith discussions for a period of thirty (30) days. If unresolved, the dispute shall be submitted to arbitration before the Philippine Dispute Resolution Center, Inc. (PDRCI) in accordance with its rules and procedures then in force, with the arbitration seat in Quezon City, Philippines, and conducted in the English language. Nothing herein shall preclude either party from seeking injunctive or other equitable relief from the proper courts of Quezon City, Philippines.

IN WITNESS WHEREOF, the parties have hereunto set their hands this January 15, 2026 at Quezon City, Philippines.

BEFORE ME, a Notary Public for and in the above jurisdiction, personally appeared:

known to me and to me known to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and at the place first above written.