Certain provisions in non-disclosure agreements (NDAs) do not always receive the attention or scrutiny they deserve, since they initially appear to be standard or straightforward provisions and clauses. However, failing to tailor the parties, governing law, and venue provisions to address the circumstances giving rise to the agreement can have unintended consequences and should be addressed when negotiating non-disclosure agreements .
Typical NDAs are one-way agreements. There is a disclosing party and a recipient party, and it’s generally easy to identify both of them at the beginning of an NDA. However, before moving on to the rest of the agreement, consider whether there are other people or companies who could reasonably be considered parties to the NDA .
If the recipient party is a subsidiary of a larger organization and may have a business need to share information with the parent company or a related business, the NDA should identify those entities by name as well. Similarly, if there is an understanding that either party may need to rely on an agent, business partner, or another third party in performing its obligations under the NDA, such third parties should also be named.
The choice of law and venue provisions in an NDA establish which jurisdiction’s laws will govern any disputes that may arise under the agreement, and where such disputes will be adjudicated.
When choosing a jurisdiction for governing law, consider that the laws chosen will govern disputes about enforcement of the contract and about the interpretation of contract provisions. The venue chosen controls where legal action will occur, if it becomes necessary.
The disclosing party, typically the business requiring that the NDA be signed, usually identifies its state or jurisdiction’s law as the governing law and its local court framework as the venue for the agreement. Generally, choice of law and venue use the same jurisdiction. However, they can be different if there is a valid business reason for doing so, and if the parties agree to such terms.
Baer Reed can provide services for reviewing and negotiating non-disclosure agreements . To learn more about our NDA services contact us today.
Copyright 2011-2023 | Baer Reed, Inc.
WBE Certified | All rights reserved.
Privacy Policy
Mr. Reyes graduated with honors from the Ateneo de Manila University, where he received the Procter and Gamble Student Excellence Award. He obtained his Juris Doctor degree from the Ateneo de Manila School of Law. During law school, Mr. Reyes was part of the Philippine delegation to the Willem C. Vis International Commercial Arbitration Moot held in Vienna, Austria. He was also a member of the Ateneo Society of International Law and the St. Thomas More Debate Society. He completed his internship at the Public Attorney’s Office. He wrote a thesis entitled: “To Kill A White Elephant: An Analysis of the Fiduciary Exception to the Corporate Attorney-Client Privilege”. Mr. Reyes is admitted to practice law in the Philippines and the State of New York.
After law school, Mr. Reyes worked in Ferrer & Associates Law Offices. At Ferrer Law, he argued cases before the Sandiganbayan (Special Court with jurisdiction over criminal and civil cases involving graft and corrupt practices committed by public officers and employees), criminal, civil and commercial cases before the Municipal and Regional Trial Courts and filed appropriate pleadings, briefs and writs before the Court of Appeals and the Supreme Court of the Philippines.
In 2011, Mr. Reyes left Ferrer Law to join Baer Reed. He is currently the Director of Real Estate and Research.
Danielle Buglino | Senior Vice President, Client Solutions 
Danielle Buglino graduated magna cum laude from the New York Institute of Technology with a BS in Advertising & Communications. During her tenure she was trained under the Johnson & Johnson account team at DDB Worldwide Communications in New York City. Mrs. Buglino also completed graduate courses in business and finance, received her Hubspot Inbound Marketing Certification, and completed LEAN Office & IT training.
Post graduation, Mrs. Buglino worked as an Account Executive at DJA spearheading interactive customer awareness and engagement initiatives for major accounts such as Comedy Central, HSBC, Ann Taylor, First USA Bank, Outdoor Life Network and others. Mrs. Buglino later joined Nikon, Inc., leading their internal and external online sales and marketing development for the Professional & Consumer Cameras, Sport Optics, and Microscope divisions domestically and in conjunction with Nikon Japan (corporate).
Mrs. Buglino moved on to D’Addario & Co. where she managed the B2C and B2B digital communications, creative team, social team, and content development for their nine brands and their respective channels. In 2012, she began working with agencies and start-ups as a consultant, developing business and marketing strategies for brand development and sales growth.
Mrs. Buglino joined Baer Reed in 2017 and is currently Senior Vice President, Client Solutions.
John Adelbert L. Reyes | Director of Real Estate & Research
Mr. Reyes graduated with honors from the Ateneo de Manila University, where he received the Procter and Gamble Student Excellence Award. He obtained his Juris Doctor degree from the Ateneo de Manila School of Law. During law school, Mr. Reyes was part of the Philippine delegation to the Willem C. Vis International Commercial Arbitration Moot held in Vienna, Austria. He was also a member of the Ateneo Society of International Law and the St. Thomas More Debate Society. He completed his internship at the Public Attorney’s Office. He wrote a thesis entitled: “To Kill A White Elephant: An Analysis of the Fiduciary Exception to the Corporate Attorney-Client Privilege”. Mr. Reyes is admitted to practice law in the Philippines and the State of New York.
After law school, Mr. Reyes worked in Ferrer & Associates Law Offices. At Ferrer Law, he argued cases before the Sandiganbayan (Special Court with jurisdiction over criminal and civil cases involving graft and corrupt practices committed by public officers and employees), criminal, civil and commercial cases before the Municipal and Regional Trial Courts and filed appropriate pleadings, briefs and writs before the Court of Appeals and the Supreme Court of the Philippines.
In 2011, Mr. Reyes left Ferrer Law to join Baer Reed. He is currently the Director of Real Estate and Research.
Cherie Manzano-Lardizabal | Director of Litigation & Internal Investigations
Ms. Lardizabal-Manzano is a graduate of San Sebastian College-Recoletos, where she earned her B.A. in Political Science. In 2003, she received her law degree from Lyceum of the Philippines and was admitted to practice law in 2004.
After law school, Ms. Lardizabal-Manzano joined Bigkis-Pinoy Movement, as its Chief Political and Legal Officer in its bid for Congressional seat during the 2004 election. Shortly thereafter, she joined Quedan Rural and Credit Guarantee Corporation – a government-owned and controlled corporation, where she was in charge of evaluating complaints and rendering decisions on administrative cases. She subsequently left government service and joined Cases Corpus & Associates as Senior Associate. At Cases Corpus, Ms. Lardizabal-Manzano represented banks, insurance companies, and other multinational companies before trial and appellate courts and other administrative bodies in the country. She also represented individuals in a wide variety of matters, including civil actions, labor disputes, family law and criminal defense. In addition to practicing law, Ms. Lardizabal-Manzano was also in academia from 2005-2007 as a Professor of Introduction to Law, Contracts and Negotiable Instruments at Trace College-Makati.
After Ms. Lardizabal-Manzano left litigation, she joined ESS Manufacturing Co. Inc. as Legal Editor. At EMCI, she analyzed American federal/state jurisprudence and case histories. She was later appointed as a member of the quality control group and was in charge of improving the processes and work products of the Legal Editors. After EMCI, she worked at Integreon Managed Solutions, Inc., a Legal Process Outsourcing Company, as a Senior Associate. She later became a member of the quality control group and was appointed to be a trainer for the document review team. At Integreon, Ms. Lardizabal-Manzano was awarded the prestigious SPARC Award for Excellence in 2010 and was one of the Most Admired Women in 2014.
Ms. Lardizabal-Manzano joined Baer Reed in 2016 and is currently the Director of Litigation and Internal Investigations.
Matthew Hersh | Vice President, Product Development & Legal Project Management
Matthew Hersh earned a B.A. in Political Science from Columbia University in 1990 and graduated cum laude from Georgetown University Law Center in 1999. He also holds a master’s degree in international relations from the Georgetown University School of Foreign Service.
After law school, Mr. Hersh went to work for the Washington DC office of Jenner & Block LLP, one of the nation’s leading law firms for commercial and appellate litigation. While at Jenner, he was a member of the briefing team for several landmark Supreme Court cases, including MGM v. Grokster (2005), which established the liability of peer-to-peer file-sharing companies for infringing content, and Rumsfeld v. Padilla (2004), one of the first legal challenges to military detention policies to reach the Court in the post-9/11 era. As part of Jenner’s copyright litigation practice, Mr. Hersh helped to formulate the music industry’s initial strategy for combatting music piracy online and eventually oversaw the implementation of a groundbreaking settlement with an overseas website operator that resulted in the first-ever copyright “filter” in a commercial peer-to-peer music network. Mr. Hersh has also maintained an extensive public interest and pro bono practice throughout his legal career, including the successful reversal, in a habeas corpus action, of the wrongful murder conviction of an indigent woman in South Carolina woman based on the ineffective assistance of her prior counsel.
After leaving Jenner and Block in 2010, Mr. Hersh began providing legal services and legal project management, as an independent attorney, to a wide range of clients within the legal services industry. From 2013 through2017, Mr. Hersh led a 50-person multinational team of lawyers at a Washington DC-based law firm, providing legal advice, legal research, and management activities in the course of developing legal databases for top legal providers and U.S. law firms. During this time, Mr. Hersh was responsible for the launch of three new legal databases tracking thousands of data points within publicly filed M&A and commercial financing agreements.
Since joining the Baer Reed team in 2017, Mr. Hersh has managed the company’s major legal project development activities and has been responsible for providing legal training and legal project oversight. Mr. Hersh, a licensed U.S. attorney, oversaw the creation of the company’s NDA Review service, training a team of attorneys to review and re-negotiate NDA agreements under the standards required by U.S. law and major corporate legal departments. Mr. Hersh has also overseen major legal research contracts with Fortune 100 clients, among them an extensive analysis of antitrust caselaw for one client and a comprehensive study of a wide range of corporate, insurance, and cannabis law questions for another client, in each case ensuring that legal research meets the needs of the client and is performed to the rigorous standards required by U.S. law.
Mr. Hersh joined Baer Reed in 2017 and is currently the Vice President, Product Development & Legal Project Management.
Avi Levak | Chief Technology Officer
Cap. Avi Levak (Res. IDF) graduated from from Israel’s prestigious Ben-Gurion University of the Negev with a Bachelor of Science in Computer Science and Mathematics. He is also a Leadership and Communication coach trained in TuT coaching by Alon gal in Israel. Avi specializes in high-level, in-depth analysis of business and client needs, within systems and software strategy and architecture.
Prior to attending university, Mr. Levak served in the military for Israel Defense Forces (IDF) as Lieutenant Officer Paratrooper Corp, 202 Battalion, Infantry from 1997-1998. He was the the Divisional Adjutant Officer Deputy of 3500 reserved troops and recommended for “Outstanding Chief Officer” by the Lieutenant Colonel Commander.
Mr. Levak has more than 25 years experience leading teams and delivering under extreme environments, in companies such as Conduit (now Como), NCR ,ECI and start ups such as Verifyoo and Varicom, by designing extensive web and backend servers/services. He has developed a biometric authentication system applying machine learning models, managed Telephony framework , ERP systems, and huge-scale POS framework. He excels in optimizing workflows, coaching teams, client communications & stewardship.
Mr. Levak moved to the Philippines in 2019 and joined Baer Reed as Chief Technology Officer.
Ana Marita Macatangay Guinto | Director of Contract Services & Due Diligence 
Ms. Guinto graduated from the Ateneo de Manila University with a Bachelor of Science degree, Major in Legal Management and Minor in Japanese Studies. She received her law degree from the Arellano University School of Law, where she served as Student Council Treasurer. During law school, she interned for the Makati Regional Trial Court. She is a member of the Philippine Bar.
Prior to joining Baer Reed, Ms. Guinto spent many years in government service. She first worked in government as Deputy Chief of Staff of then Representative Alan Peter S. Cayetano and was in charge of handling concerns of constituents, legal research and preparation of House Bills and Resolutions. She subsequently transferred to the Bureau of Internal Revenue and specialized in international taxation. As an Action Attorney in the International Tax Affairs Division and the Law Division, then later, Technical Assistant to the Deputy Commissioner of the Legal Group, she drafted and reviewed tax rulings and revenue issuances. She later served as Assistant Chief, and eventually, Chief of the International Tax Affairs Division of the Bureau of Internal Revenue. She was a member of the Philippine negotiating team for various tax treaty negotiations and represented the Bureau and the Department of Finance in Senate hearings and international meetings. She headed the documentation team of the Secretariat for the Study Group on Asian Tax Administration and Research (SGATAR) meeting hosted by the Philippines in 2007. She also specialized in transactions involving international organizations and foreign diplomatic missions. In between these years in government, she also became part of the Tax and Corporate Services of KPMG-Laya Mananghaya & Co., where she was trained in providing tax advisory services.
She joined Baer Reed in 2011 and is currently the Director of Contract Services.
Catherine B. Tyler | Founder & Chief Executive Officer
Ms. Tyler graduated cum laude from Georgetown University and received her law degree, cum laude, from Georgetown University Law Center. During law school, she interned at the United Nations Economic Commission for Europe. She also worked on The Tax Lawyer journal and was a member of the award-winning Barristers’ Council Mock Trial Team. Ms. Tyler is admitted to practice law in the State of California and the District of Columbia.
Following law school, Ms. Tyler worked in the Washington, D.C. office of Winston & Strawn LLP. At Winston, she was a member of the Energy Practice Group, where she represented utilities in proceedings before a variety of government agencies. Ms. Tyler also practiced in the Litigation Department, where she focused on discovery issues.
In 2007, Ms. Tyler moved to the San Francisco office of Gibson, Dunn & Crutcher LLP. Ms. Tyler was a member of the firm’s Litigation Department where her practice focused on domestic and international antitrust and competition law matters. At Gibson Dunn, one of Ms. Tyler’s areas of expertise was developing efficient solutions to handling discovery and internal investigations in complex cases. She managed the review, analysis, translation, and production of documents in multiple jurisdictions.
Ms. Tyler left Gibson Dunn in 2010 to found Baer Reed, a women-owned BPO / LPO, with Virginia Grau, an attorney in the Washington, D.C. office of DLA Piper LLP.
Kathrina B. Cruz-Anonuevo | Director of Corporate/Due Diligence
Ms. Cruz-Anonuevo graduated cum laude and top nine in her batch from Miriam College with a degree of Bachelor of Arts in InternationalStudies. She obtained her Juris Doctor degree from Ateneo de Manila University School of Law in Rockwell. During law school, she interned in Rivera, Santos, Maranan & Associates. She was also part of Ateneo’s Labor Law Bar Operations. She wrote her thesis on, “Stealing Privacy: Limitations on Media’s Photographic Invasion.,” Ms. Cruz-Anonuevo is admitted to practice law in the Philippines.
Following law school, Ms. Cruz-Anonuevo worked in Divino and Gavino Law Offices. At DGlaw, she drafted and reviewed contracts, incorporated new companies at the Securities and Exchange Commission, and performed corporate secretary duties for various corporations. She monitored corporate compliance with the government. Ms. Cruz-Anonuevo also practiced litigation and handled both criminal and civil cases.
In 2010, Ms. Cruz-Anonuevo became a Professor at Miriam College. At Miriam College, she was a member of the Faculty and taught the Philippine Constitution.
Ms. Cruz-Anonuevo left Miriam College in 2011 to join Baer Reed. She has 10 years of experience and is the Director for Corporate and Due Diligence.
Marla Luisa B. Aquino-Batallones | Senior Attorney
Ms. Aquino-Batallones obtained a Bachelor of Arts degree in Development Studies (with Minors in Global Politics and Hispanic Studies) from the Ateneo de Manila University. In 2011, she received her Juris Doctor degree from Ateneo de Manila University School of Law. During law school, she interned at Romulo Mabanta Buenaventura Sayoc & de los Angeles then became an intern of Ateneo Legal Services Center’s Clinical Legal Education Program.
Ms. Aquino-Batallones was admitted to the Philippine Bar in 2012, after which she joined Odin Legal Intelligence as Project Manager specializing in eDiscovery, contract management, and document review. Among her key responsibilities were the review of documents and contracts to be used during the discovery phase of high profile cases in U.S. and E.U. jurisdictions. She also conducted project-specific training of lawyers and was responsible for oversight and quality control of these litigation support teams.
From 2013 to 2015, Ms. Aquino-Batallones joined the Robinsons Retail Group as Legal Counsel. Ms. Aquino-Batallones was responsible for corporate housekeeping and ensuring compliance of the company with the rules and regulations prescribed by government agencies, such as the Securities and Exchange Commission (SEC), Philippine Stock Exchange (PSE), Department of Trade and Industry (DTI), Food and Drugs Administration (FDA), and Intellectual Property Office (IPO). Ms. Aquino-Batallones also drafted and reviewed company contracts and prepared the company’s corporate governance reports. She assisted in the registration and maintenance of trademarks of the company’s various business units and represented the same in intellectual property matters or disputes.
Ms. Aquino-Batallones served as a Director of the Integrated Bar of the Philippines (IBP) Rizal Chapter Board from 2013 to 2015.
Ms. Aquino-Batallones began working at Baer Reed in 2013. She joined the company full-time in 2016 and is currently a Senior Attorney.
Clarence Clifford K. De Guzman | Senior Attorney
Mr. De Guzman graduated from San Beda College with a degree of Bachelor of Arts Major in Economics and received his law degree from San Beda College of Law. He is multilingual and is fluent in three languages: Chinese, Filipino, and English. He was admitted to the Philippine Bar in 2003.
After law school, Mr. De Guzman worked in the law offices of Senator Raul S. Roco, as a litigation attorney representing individuals and corporations before various judicial courts and administrative agencies. He joined Prudential Life and served as its Director for Legal Affairs and Compliance, overseeing strategic plans for the day-to-day operations of the legal department and establishing legal and compliance recommendations for the company’s top management.
In 2007, Mr. De Guzman moved to Mississauga, Canada and joined Aditya Birla Minacs as its Team Leader in charge of the fraud department of one of the largest money remittance companies in the world. Mr. De Guzman was the Team Leader of the Legal Process Outsourcing department, managing a team of lawyers in supporting legal departments and law firms, including drafting and reviewing legal documents, contracts, and electronic discovery.
Mr. De Guzman joined Baer Reed in 2014 and is currently a Senior Attorney.
