Non-Disclosure Agreement

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 the 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 following country: 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 following country: 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, algorithms, 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. OBLIGATIONS OF THE RECEIVING PARTY

Receiving Party shall hold and maintain the confidentiality of the Proprietary Information acquired through the Business Relationship and undertakes:

A. not to disclose to any person that it is in possession of the Proprietary Information;

B. not to disclose any or all parts of the Proprietary Information via any unauthorized means to any person, including any third party, employee, contractors, subcontractors, agents, representatives, consultants, etc. unless such person is reasonably required to have knowledge of the Proprietary Information for the purpose of the Business Relationship, as may be determined by the Disclosing Party. Receiving Party shall ensure that the persons with access to the Proprietary Information are properly notified of the nature of the same;

C. not to reproduce, copy, reduce in writing or permit to be reproduced, copied or reduced in writing the Proprietary Information or any part thereof except as may be reasonably necessary for the purpose of the Business Relationship, provided that any copies, reproductions, or reductions to writing shall be the property of the Disclosing Party unless otherwise agreed upon in writing;

D. to use the Proprietary Information solely in connection with the current or contemplated Business Relationship unless expressly authorized by the Disclosing Party; and

E. to take all reasonable security precautions which Receiving Party would use to protect its own Confidential Information and stringent security precautions to protect the Trade Secret Information.

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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 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 the 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 part 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 following country: 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. VENUE OF ACTION

All actions arising out of or by virtue of this Agreement shall only be filed in the proper courts of the place where this Agreement is executed, to the exclusion of all other courts.

XIX. 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.

XX. 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 )
_______________________________, _______________________________ ) S.S.

BEFORE ME, a Notary Public, for and in the above jurisdiction, this _______ day of ________________________, 20______, personally appeared the following persons:

1.

________, with the following competent proof of identification: ____________________________________; and

2.

________, with the following competent proof of identification: ____________________________________

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 ________.