NDA in the Philippines: Template, Key Clauses and Local Law (2026)

What is an NDA in the Philippines, and when do you need one? A non-disclosure agreement (NDA), also called a confidentiality agreement, is a contract where one or both parties promise to keep shared information secret and use it only for an agreed purpose. You need one before you reveal anything you would not want a competitor, a customer or the public to see: product plans, source code, pricing, customer lists, financials, or any trade secret. Signing the NDA before the disclosure is the whole point, because once information is out, the agreement can only give you a remedy, not take the secret back. In the Philippines an NDA is enforced as an ordinary contract under the Civil Code (Republic Act No. 386), which makes obligations arising from contracts have the force of law between the parties. There is no single statute called a trade secrets law, but confidential business information is protected through contract, through the rules on unfair competition in the Intellectual Property Code (Republic Act No. 8293), and, where personal data is involved, through the Data Privacy Act of 2012 (Republic Act No. 10173). A well-drafted NDA pulls these together into a clear, enforceable promise. This article is general guidance, not legal advice. Have a Philippine lawyer review an NDA before you rely on it, especially for cross-border deals. Last verified October 2026. ## Philippines NDA template Copy the block below and fill the bracketed fields. This is a mutual NDA; for a one-way disclosure, delete the mutual wording and name a single Disclosing Party and Receiving Party. ```

NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the "Agreement") is made on [DATE] BETWEEN: [PARTY A], with office at [address] AND [PARTY B], with office at [address] (each a "Party"; the one sharing information is the "Disclosing Party" and the one receiving it is the "Receiving Party") 1. PURPOSE The Parties wish to share Confidential Information only to evaluate and pursue [describe the purpose, e.g. a possible supply arrangement] (the "Purpose"). 2. CONFIDENTIAL INFORMATION "Confidential Information" means any non-public information disclosed by one Party to the other, in any form, that is marked confidential or that a reasonable person would treat as confidential, including trade secrets, technical, commercial, financial and personal data. 3. OBLIGATIONS The Receiving Party will: (a) keep the Confidential Information secret; (b) use it only for the Purpose; (c) share it only with its personnel and advisers who need it and are under equivalent duties; and (d) protect it with at least reasonable care. 4. EXCLUSIONS The obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed without use of the Confidential Information, or is lawfully received from a third party free to disclose it. 5. COMPELLED DISCLOSURE If law or a court or regulator requires disclosure, the Receiving Party may disclose the minimum needed, and, where lawful, tells the Disclosing Party first so it can seek protection. 6. DATA PRIVACY Where Confidential Information includes personal data, each Party complies with the Data Privacy Act of 2012 and processes the data only for the Purpose. 7. NO LICENCE Nothing transfers ownership or grants any licence in the Confidential Information beyond the Purpose. All of it remains the Disclosing Party's. 8. TERM AND RETURN This Agreement starts on the date above and runs for [N] years. The duty of confidentiality continues for [N] years after disclosure, and for trade secrets for as long as they remain secret. On request the Receiving Party returns or destroys the Confidential Information. 9. REMEDIES The Parties agree that damages may not be an adequate remedy for breach and that the Disclosing Party may seek an injunction and other relief available under Philippine law, in addition to damages. 10. GOVERNING LAW AND DISPUTES This Agreement is governed by Philippine law. Disputes go to the courts of [city], or to arbitration under [rules] if agreed. Signed: Party A: __________________ Party B: __________________ Name / title / date Name / title / date

- **Definition of Confidential Information (clause 2).** Cover both marked material and anything a reasonable person would treat as secret, so an unmarked disclosure is still protected.
- **Obligations and need to know (clause 3).** Limit who can see the information and bind them to equivalent duties, so your protection is not lost the moment the other party passes it internally.
- **Exclusions (clause 4).** These four carve-outs are standard and fair. Leaving them out makes the NDA look unreasonable and harder to enforce.
- **Term (clause 8).** Separate the term of the agreement from the survival of the confidentiality duty. For genuine trade secrets, protection should last as long as the information stays secret, not a fixed number of years.
- **Remedies (clause 9).** Because a leak is hard to value in money, say that an injunction is available. Philippine courts can grant injunctive relief to restrain a threatened or continuing breach. ## Key local-law points - **Contract first.** An NDA is enforced as a contract under the Civil Code, so the ordinary rules on consent, object, cause and damages apply, and a clause contrary to law or public policy is void.
- **Unfair competition.** The Intellectual Property Code protects against the fraudulent use of another's trade secrets and unfair competition, which can support a claim alongside the contract.
- **Data privacy.** If the shared information includes personal data, the Data Privacy Act of 2012 and the National Privacy Commission rules impose their own duties, which the NDA should acknowledge rather than override.
- **No automatic ownership transfer.** An NDA protects secrecy; it does not assign intellectual property. If you also want to own what is created, use an assignment clause in a separate agreement. ## Red flags to avoid - A purpose so broad it lets the other side use your information for almost anything.
- A confidentiality duty that expires in a couple of years applied to a genuine trade secret, which should be protected for as long as it stays secret.
- No carve-outs, which makes the NDA one-sided and weaker in court.
- Confusing an NDA with an IP assignment, and assuming secrecy also gives you ownership.
- Signing after the information has already been shared, when the NDA can no longer prevent the harm. An NDA is one of the shortest contracts you will sign and one of the easiest to get wrong by being either too vague or too greedy. The template above keeps it balanced and enforceable. ## Where a contract workspace helps The template gives you a sound Philippine NDA. The work that builds up over time is managing many of them: knowing which counterparties are under which NDA, keeping the confidentiality periods and carve-outs consistent, and remembering when a duty lapses or information must be returned. Drafting each NDA from a standard your company trusts, having unusual terms flagged before you sign, and tracking every NDA and its survival date can sit in one AI contract workspace instead of a folder of near-identical files no one can search. [Adira](https://adiralaw.com) is one such workspace. Its depth today is in Indian corporate law, so Philippine-specific output is a roadmap capability rather than a settled one and should be reviewed locally. The idea holds regardless of tool: when every NDA you draft, review and track lives in one place, you always know what you have promised and to whom.