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. Paolo G. Ramirez - 6Second party's details
e.g. of legal age, Filipino, residing at 8 Mabolo St., Brgy. Kamuning, Quezon City
For staff, freelancers and contractors
Have the person sign before the first day of work or the first file is shared. For employees, the NDA works alongside the employment contract and company policy; it cannot take away rights under the Labor Code.
- List the company property to be returned at the end (laptop, ID, keys, files, accounts).
- The duty of secrecy lasts after the work ends — the term counts from the end of the engagement.
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
Can an NDA stop an employee from working for a competitor?
No — that is a non-compete clause, a different promise that Philippine courts uphold only when it is reasonable in time, place and trade. This NDA only stops the use and disclosure of confidential information, which an ex-employee must respect wherever they work.
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.