NON-DISCLOSURE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Non-Disclosure Agreement (the "Agreement") is made and entered into this ________ day of _____________________, 20______ at City/Municipality of ___________________________, Province of ___________________________, by and between:
________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, represented in this act by ________, hereinafter referred to as the Disclosing Party
- and -
________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, represented in this act by ________, hereinafter referred to as the Receiving Party
The Disclosing Party and the Receiving Party shall each be referred to as a "Party" and collectively as the "Parties".
WITNESSETH:
WHEREAS, the Disclosing Party possesses certain non-public Confidential Information (as hereinafter defined) and Trade Secret Information (as hereinafter defined) (collectively "Proprietary Information") regarding its business operations and development;
WHEREAS, the Parties agree that the Proprietary Information is secret and valuable to the Disclosing Party;
WHEREAS, the Parties may enter or have entered into a business relationship (the "Business Relationship"), specifically a new or contemplated employment, through which Receiving Party will have access to the Proprietary Information;
WHEREAS, Disclosing Party desires to maintain the secret and private nature of any Proprietary Information given to Receiving Party;
NOW THEREFORE, for and in consideration of the covenants and promises contained in this Agreement, the Parties agree as follows:
I. DEFINITIONS
A. "Confidential Information" refers to all information of any kind, whether tangible/written or intangible/oral or electronic, not generally known to the public which has or could have value or utility to the Disclosing Party and which ought to be understood by the Parties to be confidential or which is identified as confidential including but not limited to:
1. documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, and other intellectual properties, equipment, algorithm, models, samples, software, drawings, sketches, plans, programs; and
2. fields of research and development, forecasting, marketing, personnel, customers, suppliers, contractors and subcontractors, and finance.
Notwithstanding the foregoing, in case of doubt whether any information is confidential, the same shall be treated as confidential.
Confidential Information shall not refer to information which:
1. is known or available to the public at the time of disclosure or became available after disclosure through no fault of the Receiving Party;
2. is already known, through legal means, to the Receiving Party;
3. is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;
4. is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or
5. is developed independently by the Receiving Party and the Receiving Party can show such independent development.
B. "Trade Secret Information" refers to any formula, pattern, design, device, or compilation of information that is used in the Disclosing Party's business and gives the Disclosing Party an advantage or an opportunity to gain advantage over its competitors who do not possess said information. "Trade Secret Information" includes processes or devices intended for continuous use in the operation of the Disclosing Party's business.
II. 88252855885 82 585 858555582 28858
828288822 25522 85588 5285 525 25822582 252 822285222858822 22 252 25225822552 52225252822 58858525 2552525 252 85882288 828528228582 525 5252525228:
________. 222 22 58888282 22 522 225822 2552 82 88 82 2288288822 22 252 25225822552 52225252822;
________. 222 22 58888282 522 25 588 25528 22 252 25225822552 52225252822 885 522 525525258225 22528 22 522 225822, 828855822 522 25855 25522, 22282222, 82225582258, 85882225582258, 522228, 522528222528828, 82285825228, 228. 528288 8585 225822 88 5258225882 52858525 22 5582 222882522 22 252 25225822552 52225252822 225 252 2552282 22 252 85882288 828528228582, 58 252 82 5222528225 82 252 8888828822 25522. 828288822 25522 85588 228552 2552 252 2258228 8825 588288 22 252 25225822552 52225252822 552 25222582 22282825 22 252 252552 22 252 8522;
________. 222 22 522525582, 8222, 525582 82 8582822 25 225282 22 82 5225255825, 822825 25 5255825 82 8582822 252 25225822552 52225252822 25 522 2552 2525222 258222 58 252 82 5258225882 228288552 225 252 2552282 22 252 85882288 828528228582, 25288525 2552 522 822828, 5225255828228, 25 5255828228 22 8582822 85588 82 252 25222522 22 252 8888828822 25522 528288 225258882 525225 5222 82 8582822;
________. 22 582 252 25225822552 52225252822 828282 82 8222282822 8825 252 8555222 25 822222285225 85882288 828528228582 528288 252528882 5525258225 82 252 8888828822 25522; 525
________. 22 2522 588 5258225882 82855822 25285528228 85885 828288822 25522 82585 582 22 2522282 828 282 822285222858 52225252822 525 825822222 82855822 25285528228 22 2522282 252 55552 528522 52225252822.
III. 25825555885
828288822 25522 252 58888282 252 25225822552 52225252822 85885 552 228288552 25 52858525 22 82 588882825 82 5 25588858 25 55282882552882 2528225822, 25 225258882 52858525 22 82 588882825 82 858 25 5225852822, 25288525 2552 828288822 25522 28828 8888828822 25522 5258225882 222882 22 252 52858525 5888828552.
IV. OWNERSHIP MAINTAINED
Both Parties acknowledge and agree that any Proprietary Information disclosed under this Agreement shall remain the exclusive property of Disclosing Party. Nothing in this Agreement shall be construed as granting any rights in the Proprietary Information to Receiving Party.
V. RIGHTS AND REMEDIES
Receiving Party hereby agrees to promptly notify Disclosing Party of any disclosure of the Proprietary Information in violation of this Agreement, whether such disclosure was inadvertent or done with aforethought. Receiving Party also agrees to notify Disclosing Party of any legal matter or process requiring disclosure of any Proprietary Information before producing any such information. Receiving Party agrees to cooperate with Disclosing Party and provide assistance in the collection and retention of Proprietary Information after any unauthorized disclosure and to prevent further unauthorized use or dissemination of the Proprietary Information. Receiving Party shall return any intangible documents or products, including originals, copies, summaries, or notes of the Proprietary Information or certify the destruction of the same at Disclosing Party's sole and exclusive discretion. Receiving Party acknowledges that Disclosing Party may seek any injunctive or equitable relief, without waiving any other rights or remedies, in a court of competent jurisdiction.
VI. PUBLIC ANNOUNCEMENT
Neither Party shall make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the proper written consent of the other Party.
VII. TERM
This Agreement shall be effective as of the date of execution of this Agreement and remain in full force and effect for the following time period: ________. The non-disclosure provisions of this Agreement, as applicable to Receiving Party's duties with regard to the Confidential Information, shall survive the termination of this Agreement for a period of Five (5) Years. Notwithstanding the foregoing, the obligations to maintain confidentiality of Trade Secret Information shall last forever, or for as long as such information remains a trade secret under applicable law.
VIII. RETURN OF CONFIDENTIAL INFORMATION
Receiving Party shall return of the Proprietary Information and all copies of documents and materials containing the Proprietary Information which they may still be in their possession within One (1) Month from the completion of the Business Relationship or upon receipt of a written request from Disclosing Party, which written request shall enumerate the specific documents and materials that Disclosing Party requests to be returned. Receiving Party shall certify under oath that it retains no copy of the Proprietary Information or any Proprietary Information requested to be returned, whichever is applicable.
IX. RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall be construed to create any partnership, joint venture, employment, or similar relationship and nothing herein shall be construed to denote any kind of agency between the parties.
X. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in party by either Party.
XI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XII. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XIII. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by Disclosing Party and Receiving Party. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XIV. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Disclosing Party and Receiving Party signed the Agreement.
XV. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, Disclosing Party and Receiving Party agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XVI. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XVII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XVIII. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between Disclosing Party and Receiving Party and supersedes all prior negotiations, representations, agreements, either oral or written.
XIX. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Disclosing Party
By:
________
Authorized Representative
________
Receiving Party
By:
________
Authorized Representative
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.
BEFORE ME, a Notary Public, for and in City/Municipality of ___________________________, Province of ___________________________, this _______ day of ________________________, 20______, personally appeared the following persons:
1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________; and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
all known to me and to me known to be the same persons who executed the foregoing Non-Disclosure Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
NON-DISCLOSURE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Non-Disclosure Agreement (the "Agreement") is made and entered into this ________ day of _____________________, 20______ at City/Municipality of ___________________________, Province of ___________________________, by and between:
________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, represented in this act by ________, hereinafter referred to as the Disclosing Party
- and -
________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, represented in this act by ________, hereinafter referred to as the Receiving Party
The Disclosing Party and the Receiving Party shall each be referred to as a "Party" and collectively as the "Parties".
WITNESSETH:
WHEREAS, the Disclosing Party possesses certain non-public Confidential Information (as hereinafter defined) and Trade Secret Information (as hereinafter defined) (collectively "Proprietary Information") regarding its business operations and development;
WHEREAS, the Parties agree that the Proprietary Information is secret and valuable to the Disclosing Party;
WHEREAS, the Parties may enter or have entered into a business relationship (the "Business Relationship"), specifically a new or contemplated employment, through which Receiving Party will have access to the Proprietary Information;
WHEREAS, Disclosing Party desires to maintain the secret and private nature of any Proprietary Information given to Receiving Party;
NOW THEREFORE, for and in consideration of the covenants and promises contained in this Agreement, the Parties agree as follows:
I. DEFINITIONS
A. "Confidential Information" refers to all information of any kind, whether tangible/written or intangible/oral or electronic, not generally known to the public which has or could have value or utility to the Disclosing Party and which ought to be understood by the Parties to be confidential or which is identified as confidential including but not limited to:
1. documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, and other intellectual properties, equipment, algorithm, models, samples, software, drawings, sketches, plans, programs; and
2. fields of research and development, forecasting, marketing, personnel, customers, suppliers, contractors and subcontractors, and finance.
Notwithstanding the foregoing, in case of doubt whether any information is confidential, the same shall be treated as confidential.
Confidential Information shall not refer to information which:
1. is known or available to the public at the time of disclosure or became available after disclosure through no fault of the Receiving Party;
2. is already known, through legal means, to the Receiving Party;
3. is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;
4. is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or
5. is developed independently by the Receiving Party and the Receiving Party can show such independent development.
B. "Trade Secret Information" refers to any formula, pattern, design, device, or compilation of information that is used in the Disclosing Party's business and gives the Disclosing Party an advantage or an opportunity to gain advantage over its competitors who do not possess said information. "Trade Secret Information" includes processes or devices intended for continuous use in the operation of the Disclosing Party's business.
II. 88252855885 82 585 858555582 28858
828288822 25522 85588 5285 525 25822582 252 822285222858822 22 252 25225822552 52225252822 58858525 2552525 252 85882288 828528228582 525 5252525228:
________. 222 22 58888282 22 522 225822 2552 82 88 82 2288288822 22 252 25225822552 52225252822;
________. 222 22 58888282 522 25 588 25528 22 252 25225822552 52225252822 885 522 525525258225 22528 22 522 225822, 828855822 522 25855 25522, 22282222, 82225582258, 85882225582258, 522228, 522528222528828, 82285825228, 228. 528288 8585 225822 88 5258225882 52858525 22 5582 222882522 22 252 25225822552 52225252822 225 252 2552282 22 252 85882288 828528228582, 58 252 82 5222528225 82 252 8888828822 25522. 828288822 25522 85588 228552 2552 252 2258228 8825 588288 22 252 25225822552 52225252822 552 25222582 22282825 22 252 252552 22 252 8522;
________. 222 22 522525582, 8222, 525582 82 8582822 25 225282 22 82 5225255825, 822825 25 5255825 82 8582822 252 25225822552 52225252822 25 522 2552 2525222 258222 58 252 82 5258225882 228288552 225 252 2552282 22 252 85882288 828528228582, 25288525 2552 522 822828, 5225255828228, 25 5255828228 22 8582822 85588 82 252 25222522 22 252 8888828822 25522 528288 225258882 525225 5222 82 8582822;
________. 22 582 252 25225822552 52225252822 828282 82 8222282822 8825 252 8555222 25 822222285225 85882288 828528228582 528288 252528882 5525258225 82 252 8888828822 25522; 525
________. 22 2522 588 5258225882 82855822 25285528228 85885 828288822 25522 82585 582 22 2522282 828 282 822285222858 52225252822 525 825822222 82855822 25285528228 22 2522282 252 55552 528522 52225252822.
III. 25825555885
828288822 25522 252 58888282 252 25225822552 52225252822 85885 552 228288552 25 52858525 22 82 588882825 82 5 25588858 25 55282882552882 2528225822, 25 225258882 52858525 22 82 588882825 82 858 25 5225852822, 25288525 2552 828288822 25522 28828 8888828822 25522 5258225882 222882 22 252 52858525 5888828552.
IV. OWNERSHIP MAINTAINED
Both Parties acknowledge and agree that any Proprietary Information disclosed under this Agreement shall remain the exclusive property of Disclosing Party. Nothing in this Agreement shall be construed as granting any rights in the Proprietary Information to Receiving Party.
V. RIGHTS AND REMEDIES
Receiving Party hereby agrees to promptly notify Disclosing Party of any disclosure of the Proprietary Information in violation of this Agreement, whether such disclosure was inadvertent or done with aforethought. Receiving Party also agrees to notify Disclosing Party of any legal matter or process requiring disclosure of any Proprietary Information before producing any such information. Receiving Party agrees to cooperate with Disclosing Party and provide assistance in the collection and retention of Proprietary Information after any unauthorized disclosure and to prevent further unauthorized use or dissemination of the Proprietary Information. Receiving Party shall return any intangible documents or products, including originals, copies, summaries, or notes of the Proprietary Information or certify the destruction of the same at Disclosing Party's sole and exclusive discretion. Receiving Party acknowledges that Disclosing Party may seek any injunctive or equitable relief, without waiving any other rights or remedies, in a court of competent jurisdiction.
VI. PUBLIC ANNOUNCEMENT
Neither Party shall make any public announcement or disclosure about the existence of this Agreement or any of the terms herein without the proper written consent of the other Party.
VII. TERM
This Agreement shall be effective as of the date of execution of this Agreement and remain in full force and effect for the following time period: ________. The non-disclosure provisions of this Agreement, as applicable to Receiving Party's duties with regard to the Confidential Information, shall survive the termination of this Agreement for a period of Five (5) Years. Notwithstanding the foregoing, the obligations to maintain confidentiality of Trade Secret Information shall last forever, or for as long as such information remains a trade secret under applicable law.
VIII. RETURN OF CONFIDENTIAL INFORMATION
Receiving Party shall return of the Proprietary Information and all copies of documents and materials containing the Proprietary Information which they may still be in their possession within One (1) Month from the completion of the Business Relationship or upon receipt of a written request from Disclosing Party, which written request shall enumerate the specific documents and materials that Disclosing Party requests to be returned. Receiving Party shall certify under oath that it retains no copy of the Proprietary Information or any Proprietary Information requested to be returned, whichever is applicable.
IX. RELATIONSHIP OF THE PARTIES
Nothing in this Agreement shall be construed to create any partnership, joint venture, employment, or similar relationship and nothing herein shall be construed to denote any kind of agency between the parties.
X. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in party by either Party.
XI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XII. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XIII. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by Disclosing Party and Receiving Party. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XIV. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Disclosing Party and Receiving Party signed the Agreement.
XV. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, Disclosing Party and Receiving Party agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XVI. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XVII. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XVIII. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between Disclosing Party and Receiving Party and supersedes all prior negotiations, representations, agreements, either oral or written.
XIX. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Disclosing Party
By:
________
Authorized Representative
________
Receiving Party
By:
________
Authorized Representative
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.
BEFORE ME, a Notary Public, for and in City/Municipality of ___________________________, Province of ___________________________, this _______ day of ________________________, 20______, personally appeared the following persons:
1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________; and
2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________
all known to me and to me known to be the same persons who executed the foregoing Non-Disclosure Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.
WITNESS MY HAND AND SEAL on the day and place first written above.
Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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