Are NDAs legally binding in the Philippines? A guide for employers [2025]

If you’re hiring in the Republic of the Philippines (or anywhere else globally), you’re likely curious about guardrails for protecting sensitive information. Employers often rely on non-disclosure agreements (or NDAs) to ensure the confidentiality of trade secrets and other proprietary information—both during an employee’s tenure and after they’ve taken on a new role elsewhere.

But in the Philippines, an NDA won’t always withstand regulatory scrutiny.

Read on to learn how NDAs are used in the Philippines, whether they’re legally enforceable, and the most important components a Philippine NDA should have to ensure your global workforce’s information is protected.

What is an NDA?

A non-disclosure agreement (NDA) is a legal contract that prohibits one or more parties from sharing confidential information with third-party people or entities.

In the Philippines, NDAs are often used to protect a company’s confidential information outside of the workplace and after an employee leaves and finds a new employer, including:

• Trade secrets

• Proprietary technology

• Business plans, strategies, and tactics

• Sensitive personal information protected by the Data Privacy Act

• Any information not intended for public consumption

NDAs are legally binding in the Philippines, so long as they comply with provisions in the country’s Civil Code, Intellectual Property Code, and Electronic Commerce Act.

Are NDAs enforceable in the Philippines?

Yes, NDAs are enforceable by Philippine courts. To ensure a confidentiality agreement holds up to legal scrutiny, it should include the full names of the consenting parties, a thorough definition of the information that can’t be disclosed, situations where the NDA is nullified, and provisions for maintaining confidentiality after an employee is terminated.

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Two things you need to know about NDAs in the Philippines

1. There are different types of NDAs

In the Philippines, there are two types of NDAs you're most likely to encounter:

• Mutual NDAs, also known in the Philippines as Business NDAs, are a type of agreement where all parties in the NDA are contractually bound to share certain information with one another, but no one outside the agreement. Mutual NDAs are often part of mergers, acquisitions, negotiations, and similar kinds of deals involving the exchange of business information.

• Non-mutual NDAs, also known in the Philippines as employee confidentiality agreements, work one way, requiring one party in the agreement to receive sensitive information without leaking or sharing it with anyone else. These types of NDAs are more common in employer-employee business relationships; an employer assigns non-mutual NDAs to a new employee when hired, and they often cover intellectual property rights and inventions.

2. There are essential components to make NDAs enforceable

These are the things that an NDA should include to be comprehensive and enforceable:

• Clear indication of the parties involved. This should include their names and roles, including who will be sharing and receiving confidential information (i.e. the consent of the disclosing party and the receiving party) and who they will be sharing such information with.

• Definition of confidential information. This should include the general topic of information covered by the NDA, as well as the scope of information that's covered. It should also define how such confidential information is shared; for example, is written information considered confidential but oral information is not? This section generally starts with “for the purposes of this agreement…”

• Exclusions from confidentiality. If there are any cases when parties in the NDA are allowed to disclose confidential information (for example, after it's been made public), those should be included in the contract.

• Terms of the agreement. How long does the NDA last? For employment NDAs, they typically last for the duration of the working relationship, but they can last longer. You should always stipulate a time period.

• What will happen if the NDA is breached. It's a good idea to include provisions that outline any injunctions, damages, or other consequences for breaching the NDA.

3. In the Philippines, NDAs should never run afoul of the public interest

Philippine authorities may negate the terms of an NDA. In early 2023, for instance, the Senate Blue Ribbon Committee got COVID-19 vaccine manufacturers to disclose price information originally protected in an NDA, in order to curb waste.

NDAs also won’t exempt employers from criminal activity or workplace misconduct.

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When would an employee or contractor sign an NDA?

It's common for employees and contractors in the Philippines to sign NDAs during their onboarding process or when they start a new work contract. An NDA may also be included as a confidentiality clause in a new hire's offer letter or employment contract.

Frequently asked questions about NDAs in the Philippines

Benefits of NDAs in the Philippines

An NDA can help protect employers' confidential information and proprietary assets, which can be crucial to a company's success in today's highly competitive business environment. Benefits include:

• Legal protection for confidential information, trade secrets, and other proprietary information that is disclosed to another party

• Prevention of unauthorized disclosure of confidential information by requiring the recipient to keep the information confidential and not to disclose it to third parties

• Legal recourse to seek damages and other remedies under the terms of the agreement if a recipient of confidential information breaches the NDA

• Protection of intellectual property, such as patents, trademarks, and copyrights

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