The Letter Of Intent Non Disclosure Agreement is a hybrid document commonly used in Philippine business transactions during the preliminary stages of negotiations or business discussions. It serves two primary purposes: first, to outline the parties' preliminary business intentions and proposed transaction structure (the LOI portion), and second, to establish legally binding confidentiality obligations (the NDA portion). This document type is particularly relevant when parties need to exchange sensitive information while exploring potential business opportunities, mergers, acquisitions, joint ventures, or other strategic partnerships. The document must comply with Philippine legal requirements, including the Civil Code of the Philippines for contract formation, the Data Privacy Act of 2012 for handling personal information, and relevant provisions of the Intellectual Property Code for protecting trade secrets. It typically includes both non-binding elements regarding the proposed business relationship and binding confidentiality provisions that are immediately enforceable upon execution.
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1. Parties: Full legal names and addresses of all parties involved, including their authorized representatives
2. Background: Context of the potential business relationship and purpose of the LOI-NDA
3. Definitions: Clear definitions of Confidential Information, Permitted Purpose, and other key terms
4. Expression of Intent: Clear statement of the preliminary business intention and scope of the potential transaction or relationship
5. Confidentiality Obligations: Detailed obligations regarding the protection and non-disclosure of confidential information
6. Permitted Disclosures: Circumstances under which confidential information may be shared, including with employees and advisors
7. Return or Destruction of Information: Requirements for handling confidential information upon termination or request
8. Term and Termination: Duration of both the LOI and confidentiality obligations
9. Non-Binding Nature of LOI: Clear statement that the LOI portion is non-binding (except for specified clauses)
10. Binding Nature of NDA: Statement confirming the NDA portions are legally binding
11. Governing Law and Jurisdiction: Specification of Philippine law as governing law and choice of courts
12. Signature Block: Formal closing, date, and signature spaces for all parties
1. Non-Solicitation: Optional clause preventing parties from soliciting each other's employees, used when there will be significant interaction between teams
2. Exclusivity Period: Optional clause providing for a period of exclusive negotiations, used when parties want to ensure focused discussions
3. Publicity and Announcements: Guidelines for public communications about the potential transaction, used for high-profile or sensitive dealings
4. Costs and Expenses: Allocation of costs related to the potential transaction, used in complex deals
5. Data Privacy Compliance: Specific provisions addressing compliance with the Philippine Data Privacy Act, used when personal data is involved
6. Non-Circumvention: Prevents parties from circumventing each other in the proposed transaction, used in broker or intermediary arrangements
1. Schedule A - Description of Proposed Transaction: Detailed outline of the proposed business relationship or transaction
2. Schedule B - Authorized Representatives: List of individuals authorized to receive and handle confidential information
3. Schedule C - Types of Confidential Information: Specific categories and examples of information considered confidential
4. Appendix 1 - Security Protocols: Specific procedures for handling and protecting confidential information
5. Appendix 2 - Disclosure Log: Template for tracking disclosures of confidential information
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