Instruments
Draft an NDA without starting from a blank page.
An NDA is the document people copy from last year's deal and then discover binds the wrong party, forever, over information they already knew. Direction, purpose, term versus survival, and how a deposit of information is used — those are the traps. Ask in one sentence; the checklist below is what the first draft is written against.
How to draft this
Four steps from a sentence to a Word file.
- 01
Describe the document in one sentence
Type what you need in plain language — "draft a non-disclosure agreement" plus the facts you already have. No template to hunt, no blank Word file to start from.
- 02
Generate the first draft
BatasDB matches the request to a non-disclosure agreement and writes it against the 14 required elements on this page.
- 03
Fill the marked blanks
Names, dates, amounts and other facts you did not supply come back as marked blanks, counted at the top of the draft. Rewrite freely in the editor.
- 04
Export to Word or PDF
Export with the unfilled blanks highlighted. Editing, exporting and duplicating are free — only generating a new draft uses credits.
Drafted from
Civil Code art. 1306 (the parties may stipulate as they deem convenient, provided the stipulation is not contrary to law, morals, good customs, public order or public policy), arts. 1159, 1315, 1170, 1226/1229 and 2208; the Data Privacy Act where personal data is disclosed; Rule 4, Sec. 4(b) on an exclusive venue stipulation
This shapes the checklist below and the form of the document. It is not emitted into your draft as a citation — this document type does not conventionally cite authority, so BatasDB skips library retrieval for it entirely rather than padding a simple document with citations.
The checklist
What a non-disclosure agreement has to contain.
These are the elements BatasDB drafts against — injected into the generation itself, not checked afterwards. Where you have not supplied what an element needs, the draft leaves a marked blank instead of writing something plausible.
- 01
The parties, and which way information flows
Each party's name, nationality or place of organisation, and address — and, stated expressly, whether the agreement is one-way or mutual. Never default to mutual: a mutual agreement imposes obligations on a client who was only meant to receive.
- 02
The Purpose, defined narrowly
The specific transaction, evaluation or engagement the information is being disclosed for, and an express limit that it may be used for that Purpose and nothing else. A Purpose written as "the parties' business relationship" gives away the protection the agreement exists to give.
- 03
What is actually confidential
The subject matter, the forms it may come in (written, oral, visual, electronic, observations on a site visit), and whether marking is required. If marking is required, say what happens to information disclosed orally — otherwise the most valuable disclosures fall outside the agreement.
- 04
The standard exclusions
Information already public; already lawfully in the Receiving Party's possession; independently developed; or lawfully received from a third party free to disclose it. Omitting these purports to bind the receiver as to what they already knew.
- 05
Compelled disclosure
What the Receiving Party does when a subpoena, court order, or a regulator such as the National Privacy Commission or the BIR demands disclosure: prompt written notice where giving notice is itself lawful, cooperation in seeking confidential treatment, and disclosure limited to the part legally required.
- 06
Who inside may see it
Named categories — officers, employees, counsel, auditors, affiliates, financing sources — on a genuine need-to-know basis for the Purpose, bound to terms at least as protective, AND an express statement that the Receiving Party remains liable for any breach by them.
- 07
Term, and survival
Two periods that are constantly conflated, both stated: how long new disclosures are covered, and how long already-disclosed information must be kept. A perpetual obligation over ordinary business information is the clause most exposed to being read down; trade secrets are conventionally carved out to run for as long as they remain secret. Where you gave no period, the draft writes a placeholder rather than picking one.
- 08
Return or destruction
On written demand or at the end of the Purpose, with written certification — plus the practical carve-outs no client can actually drop: one archival copy for legal record-keeping, and automated back-ups that cannot feasibly be deleted, each remaining subject to the confidentiality obligation.
- 09
No licence, no commitment
Disclosure grants no licence and transfers no intellectual-property right; the information is given without warranty as to accuracy; and nothing obliges either party to proceed with the transaction.
- 10
Personal data, if it is in scope
If what is being disclosed includes personal data, the Data Privacy Act attaches independently of this contract. The draft says which party is the personal information controller and which is the processor, does not purport to override a data subject's rights, and notes that a separate data-sharing or outsourcing agreement is required where the arrangement calls for one. Where the facts do not say whether personal data is in scope, that is flagged rather than assumed.
- 11
What a breach produces
Damages, and the right to seek injunctive relief in addition to (not instead of) damages. If a liquidated-damages or penal clause is included, the amount is a placeholder unless you gave one — a court may equitably reduce a penalty it finds iniquitous. Attorney's fees must be stipulated to be recoverable.
- 12
Non-compete only if you asked for one
A non-competition or non-solicitation covenant is not part of a non-disclosure agreement and is never added unasked. Where it is asked for, it must be limited in time, territory and the scope of the restricted activity.
- 13
Governing law and exclusive venue
Philippine law as the governing law, and — if venue is stipulated — an exclusive venue clause. A clause that merely names a city, without words restricting suit to it, is read as permissive and adds nothing.
- 14
How it is executed
A signature line for each party with printed name and capacity, the date and place of execution, and instrumental witnesses. Notarisation is not a requirement for validity — the agreement binds from consent — but a notarised instrument is a public document. The draft does not imply that an unnotarised NDA is unenforceable.
Not written by the AI
The formal parts are assembled, not generated.
The scaffolding a non-disclosure agreement needs is appended by the app from the rule that requires it. The drafting model does not write these and is explicitly told not to, so they cannot drift, be paraphrased, or come out subtly wrong.
- the venue heading at the top — "Republic of the Philippines) … ) S.S."
- the notarial acknowledgment, which is not a jurat
What it leaves to you
The gaps are marked, not filled.
Facts you did not supply
Every name, date, amount, docket number and address you did not give comes out as a marked blank — [FACT NEEDED: …] — rather than as a plausible invention. They are counted at the top of the draft and highlighted in the Word and PDF exports.
Assertions it made on its own
A gate reads the drafted text for concrete assertions that trace back to nothing you said and nothing that was retrieved, and rewrites each as [CONFIRM: …] for you to check before you sign.
The judgment
Every draft carries a standing notice: AI-generated draft — review before filing or signing. Not legal advice. It is a first draft for a lawyer, not a filing-ready document.
FAQ
Non-Disclosure Agreement: questions lawyers ask.
- Can I just ask BatasDB to draft an NDA?
- Yes. "Draft an NDA" is enough to match this format. The first draft is written against the checklist above; facts you did not supply — who discloses, which way information flows, the Purpose, the term — come back as marked blanks rather than as last year's deal copied over.
- Does the draft cite the Civil Code or the Data Privacy Act?
- No. An NDA is a private instrument, so this format does not run library retrieval — a citation in a confidentiality agreement reads as padding. The Civil Code articles and the Data Privacy Act shape the checklist and the form; they are not emitted into the draft. You add any citation you want on review.
- Will it default to a mutual NDA?
- No. Direction is the first required element, and the draft will not assume mutual. A mutual agreement silently binds a client who was only ever meant to receive; a one-way agreement leaves a client who also discloses unprotected. If you did not say which, that comes back as a blank.
- Will it add a non-compete?
- Only if you asked for one. Adding a restraint unasked converts a document the client understood as protecting information into one restricting where they may work or who they may hire. Where it is asked for, it must be limited in time, territory and scope.
Start from a draft that already read the rule.
Describe your non-disclosure agreement in a sentence, fill in what only you know, and export it to Word or PDF.
Uses 5 credits from your monthly allowance — editing and exporting are free. See plans →
Draft this document