Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT
This Agreement is entered into on _____________________________ (the

“Effective Date”) by and between ____________________________., a corporation
duly organized and existing under and by virtue of the laws of the Republic of the
Philippines, with principal place of business at
_______________________________________________________________________
(the "Disclosing Party") and
______________________________________________________________________
__________________________________________ (address). (the "Recipient")
RECITAL
The parties hereto desire to discuss and evaluate a prospective or contemplated

business arrangement between the parties (the “Discussions”) and to provide for the
confidentiality of the Discussions and the information relayed during such Discussions.
THEREFORE, the parties hereby agree as follows:
1. Confidential Information.“Confidential Information” shall mean all

information disclosed by the Disclosing Party to Recipientin the course of the
Discussions, including, but not limited to any trade secret, idea, invention, process,
technique, algorithm, computer program (source and object code), design, drawing,
model, formula, or test data, work-in-process, future developments, engineering, licenses,
manufacturing, marketing, servicing, financing, personnel matters, past, present, or future
products, sales, suppliers, clients, customers, employees, investors, or business, whether
in oral, written, graphic, electronic or other form. Confidential Information will not
include any information or data that (a) is already known to Recipient at the time that it is
disclosed to Recipient; (b) has become publicly known other than through an act or
omission attributable to Recipient; (c) has been rightfully received by Recipient from a
third party without restriction on disclosure and without breach of this Agreement; (d) Pls sign here
has been independently developed by Recipient; (e) has been approved for release by
written authorization of the Disclosing Party; or (f) has been furnished by the Disclosing
Party to a third party without a similar restriction on disclosure.
2. Obligation of Recipient. Recipient represents, warrants and agrees with the

Disclosing Party that:
(i) it will keep it confidential and non-disclosure of any of the Disclosing Party's
Confidential Information to any third party, other than its directors, officers, employees,
representatives or affiliates, including, but not limited to, attorneys, accountants,
consultants or other advisors, who have a need to know such Confidential Information for
purposes of this Agreement, without the prior written consent of the Disclosing Party;
(ii) it will not copy, reproduce or reduce in writing any of the Disclosing Party’s
Confidential Information without the prior written consent of the Disclosing Party;
(iii) in fulfilling its obligations under clauses (i) and (ii) above, it will use the
same care and discretion to avoid disclosure, publication, or dissemination of the
Disclosing Party’s Confidential Information as Recipient employs with respect to similar
information of its own that it does not desire to publish, disclose or disseminate;
(iv) it will inform any third party to whom it discloses Confidential Information
with the prior written consent of the Disclosing Party of the confidentiality provisions of
this Agreement and obtain a written agreement from such third party to abide by such
provisions, except where such obligation already exists by reason of a prior agreement or
arrangement;
(v) it will not make any public statement or comment on the existence or
provisions of this Agreement, or the existence or content of the Discussions, without the
prior written consent of the Disclosing Party, except as may be required in the reasonable
opinion of its counsel;
(vi) it will not use any of the Disclosing Party’s Confidential Information except
for the sole purpose of participating in the Discussions; and
(vii) it will immediately return or destroy all or any part of the Disclosing Party’s
Confidential Information as requested by the Disclosing Party at any time during the term
of this Agreement and at the termination or expiration of this Agreement.
3. Disclosure Pursuant to Court or Governmental Order. Notwithstanding the

provisions of Section 2 above, Recipient may disclose Confidential Information of the
Disclosing Party pursuant to the order made pursuant to applicable laws, regulations or
legal processes, provided that (i) Recipient gives the Disclosing Party prompt notice of
such order so that the Disclosing Party has reasonable opportunity to seek a protective
order, confidential treatment, or other appropriate remedy to such order, (ii) Recipient
provides the Disclosing Party with all reasonable assistance in opposing such ordered
disclosure or seeking a protective order or confidential treatment for all or part of such
Confidential Information, and (iii) Recipient discloses only such portion of the
Confidential Information as is either permitted by the Disclosing Party or ordered by the
court, tribunal, governmental agency or other authority, subject to any protective order or
confidential treatment obtained by the Disclosing Party.
4. Irreparable Harm. Recipient acknowledges and agrees that the Disclosing

Party’s Confidential Information is deemed by the Disclosing Party to constitute valuable
trade secrets of the Disclosing Party, and that any unauthorized reproduction and/or
disclosure of such information by Recipient may cause the Disclosing Party irreparable
harm for which its remedies at law may be inadequate. Recipient hereby agrees that the
Disclosing Party will be entitled, in addition to any other remedies available to it at law
or in equity, to seek injunctive relief to prevent the breach or threatened breach of Pls sign here
Recipient’s obligations hereunder.
5. No Impairment. Recipient will be free to use, develop or market technologies,

ideas or products similar to those of the Disclosing Party so long as such use,
development or marketing of technologies, ideas or products does not infringe on the
trade secret, copyright, trademark, patent rights or other intellectual property rights of the
other and abides by the other restrictions of this Agreement, including Section 2(vi)
above.
6. No Representations. Although the Disclosing Party will use reasonable efforts

to ensure the accuracy of Confidential Information disclosed to Recipient, the Disclosing
Party makes neither representation nor warranty as to the accuracy or completeness of
such Confidential Information. The Disclosing Party will have no liability to Recipient
under this Agreement for the accuracy or completeness of Confidential Information.
7. No Obligation to Complete Transactions. Nothing herein shall imply any

obligation of either party to proceed with any transaction between the parties, and, except
as may be set forth in any other written agreement between the parties, each party
explicitly reserves the right to terminate the Discussions for any reason or no reason,
without liability for such termination.
8. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the Republic of the Philippines without giving effect to any
conflict of laws provisions thereof.
9. Arbitration. Any disputes, controversies or differences, whether contractual or

extra-contractual, which may arise between the parties hereto, out of or in relation to this
Agreement, or the breach thereof, shall be finally settled in accordance with the rules and
procedures for arbitration in the Philippines. The award or judgment, including cost
allocation, of arbitrator(s) shall be final and binding upon the parties concerned.
10. No Assignment. Neither party may assign this Agreement, nor may any of the
rights hereunder be assigned or otherwise transferred to any third party, without the prior
written consent of the other party. Any attempted or purported assignment or other such
transfer by either party to any third party without such consent having first been obtained
shall be void and of no effect.
11. Term. This Agreement shall be valid and in force for a period of two (2) years
after the Effective Date unless mutually extended by the parties in writing. With respect
to any Confidential Information received by Recipient during the term of this Agreement,
the obligations imposed under Section 2 will survive three (3) years after the expiration
or earlier termination of this Agreement under any circumstances whatsoever, except as
provided in Section 3.
12. Entire Agreement. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof, and
supersedes all prior and contemporaneous negotiations, discussions and understandings
of the parties, whether written or oral. Should any provision of this Agreement be
determined to be void, invalid or otherwise unenforceable by any court or tribunal of
competent jurisdiction, such determination shall not affect the remaining provisions
hereof which will remain in full force and effect. No waiver or modification of any of the
provisions of this Agreement shall be valid unless in writing and signed by both of the
parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the

Effective Date.
__________________________
By: By:
Name: ____________________ Name: _____________________________
Title: ______________________ Title: ___________________________

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This Agreement is entered into on _____________________________ (the

__________________________________________ (address). (the "Recipient")

The parties hereto desire to discuss and evaluate a prospective or contemplated

THEREFORE, the parties hereby agree as follows:

1. Confidential Information.“Confidential Information” shall mean all

2. Obligation of Recipient. Recipient represents, warrants and agrees with the

3. Disclosure Pursuant to Court or Governmental Order. Notwithstanding the

4. Irreparable Harm. Recipient acknowledges and agrees that the Disclosing

5. No Impairment. Recipient will be free to use, develop or market technologies,

6. No Representations. Although the Disclosing Party will use reasonable efforts

7. No Obligation to Complete Transactions. Nothing herein shall imply any

9. Arbitration. Any disputes, controversies or differences, whether contractual or

IN WITNESS WHEREOF, the parties have executed this Agreement as of the

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