How to fill in this non-disclosure agreement
- 1Date signed
e.g. November 12, 2026 - 2Place signed
e.g. Quezon City - 3First party
e.g. Kusina Verde Food Corp. - 4First party's details
e.g. a domestic corporation with office at 23 Kalayaan Ave., Diliman, Quezon City, represented by its President, Teresa M. Aquino - 5Second party
e.g. Bukid Fresh Produce Trading - 6Second party's details
e.g. a DTI-registered sole proprietorship at Km. 4 Halsema Highway, La Trinidad, Benguet, represented by its owner, Jonathan B. Dangwa
When to use a mutual NDA
Use it when both sides will show something: two businesses exploring a supply deal, a joint venture, a franchise or a merger. Each party is both a giver and a receiver of information, so the duties run both ways.
Make it specific
An NDA protects what it describes. "All information" is weak; "the client list, supplier prices and recipe formulations of the business" is strong.
- Say why the information is being shared (the purpose) — use outside it is a breach.
- Pick a term that fits: two to five years is common; trade secrets may be kept secret for as long as they stay secret.
- Mark papers and files "Confidential" when you hand them over.
Sign it properly
Both parties sign and initial every page, before two witnesses, and each keeps an original. A company signs through an officer authorized by a board resolution or secretary's certificate — attach it for big deals.
Questions people ask
Is an NDA valid in the Philippines?
Yes. Parties may agree to keep information secret as long as the terms are not contrary to law, morals, good customs, public order or public policy (Civil Code, Art. 1306). Courts look at whether what is protected is truly confidential and whether the term is reasonable.
Does an NDA need to be notarized?
No. A signed NDA binds the parties. Notarizing makes it a public document, which is easier to prove in court; for a large deal it is worth the small fee.
What cannot be kept secret by an NDA?
Information already public, information the receiving side already knew or got lawfully from someone else, and anything a court, the BIR or another government office lawfully orders disclosed. An NDA also cannot be used to hide a crime or to stop a worker from reporting a labor violation to DOLE.
Is this legal advice?
No. It is a common format for simple NDAs. For trade secrets of real value, technology licensing or investor deals, have a lawyer review it.
This page explains common practice and is not legal advice. Offices set their own rules — when in doubt, call ahead or ask your notary or lawyer.