NONDISCLOSURE AGREEMENT

This Non-Disclosure Agreement is made and entered into on __________ at the

___________, Philippines, by and between:
xxxxxxxxxxxxxxx., is doing business under the name and style
xxxxxxxxxxxx with an office address at _____________________, represented
by its _________________ , herein referred to as Disclosing Party
And
sssssssssssssssssss, a corporation duly organized and existing by virtue of
the laws of the Republic of the Philippines, with an office address at
sssssssssssssssssssss, represented by its ssssssssssssssssssss, herein
referred to as Receiving Party.
The Disclosing Party and Receiving Party shall be known collectively as
Parties or the Parties.
WHEREAS
Whereas, the Parties have identified possible areas for cooperation that could
lead to collaboration between them (the Potential Collaboration).
Whereas, due to potential collaboration, Receiving Party will be allowed
access to confidential and sensitive information related to the strategies ,
customers , suppliers , products, services and employees of Disclosing
party or its affiliates.
Whereas, each Party acknowledges the high level competition in Disclosing
Partys business sector and hence the need to keep all information,
documents and discussions as confidential within the limits and guarantees
required by applicable law.
Therefore, both Parties agree as follows:
1. DEFINITIONS
Confidential Information shall be deemed to any information or data
that is not yet available to the general public relating to the business,
strategies, customers suppliers, product, services and /or employees of
disclosing party whether or not or not drawn up in hard or soft copy or any
other formal that is already in use that could be invented in the future.
Confidential Information shall be deemed to include the following any
databases and prototypes created from the documents provided
proprietary management software , computer system passwords ,
information on users, telephone numbers, fax numbers, email addresses,
addresses of office, agencies , departments and headquarters , computer

programs, copies, routines, sources, functional and organizational

analysis, know how, formulae processes, ideas, invention (whether
patentable or not), financial data and development plans, strategies and
any other data or material belonging to disclosing party to which receiving
party may have access to.
Notwithstanding with the definition Section 1 under no circumstances
shall the following be considered as Confidential Information and no
breach of obligation of any kind or nature shall be deemed committed ON:

Any information that is in the public domain or that becomes public

knowledge; or
Any information publicly known without any fault of Receiving Party
subsequent to the time Disclosing Party communication thereof to the
Receiving Party; or
Any information already in possession with Receiving Party before
receipt of communication from Disclosing Party and obtained from a
source other than from Disclosing Party and other than through prior
relationship of the Disclosing Party and of Receiving Party; or
Any information or know-how provided by third parties, other than as a
result of a breach an obligation of confidentiality; or
Any information identified by the Disclosing Party as not confidential or
proprietary; or
Information develop by Receiving Party independently and without
reference to any of the Disclosing Partys confidential information or
other information that the Disclosing Party disclosed in confidence to
any third person; or
Confidential information referring to economic data and the like be
submitted to the state, local or autonomous authorities due or tax
labour requirements and administrative contracts.

THIRD PARTY shall be any person, natural or juridical, other than the
Disclosing Party or Receiving Party their subsidiaries, affiliates or
authorized representatives.
2. NON-DISCLOSURE OBLIGATION
a. The Receiving Party shall protect such Confidential Information from
disclosure to others using the same degree of care used to protect its
own proprietary information of like importance, but in any case using
no less than a reasonable degree of care. The Receiving Party may
disclose Confidential Information received hereunder to its (i) affiliates
who agree, in advance, in writing, to the bound of this agreement and
(ii) to its directors, officers, shareholders, employees and independent
contractors, who have needs to know, for the purposes of this
Agreement, and who are bound to protect the received Confidential
Information from unauthorized use and disclosure under the terms of a
written agreement.

b. All trade secret of Disclosing Party will be entitled to the full measure of
protection and benefit under the law relevant jurisdiction governing
trades secrets. If any information of the Disclosing Party deems to be a
trade secret, however not recognize as a trade secret by a court or
tribunal of relevant jurisdiction, will nonetheless, be considered as
Confidential Information under this Agreement.
c. Not disclose any Confidential Information to third parties except with
written authority expressly granted from the Disclosing Party.
The Receiving Party hereto undertakes to fulfill these confidentiality
commitments from the date this agreement is signed and to continue to do
so both during and after termination of the negotiaton relating to the
potential collaboration.
3. ACCESS TO PERSONAL DATA
a. If Receiving Party requires access to files of Disclosing Party that
contain personal data, such access shall, providing be allowed when it
is strictly necessary for the evaluation of the potential collaboration,
providing this legally possible pursuant to all relevant data protection
rules in force at the time such request. Each party undertakes to
observe professional secrecy regarding such personal data even when
all negotiations concerning the potential collaboration have been
terminated and to ensure that its employees, officers, directors, and
shareholders abide by the non-disclosure obligation.
b. Receiving Party states guarantees that any personal data to which
Disclosing Party may be given access has been gathered in accordance
with all data protection laws and that fulfils all the obligations set forth
in such laws.
c. Receiving Party specially undertakes the following in the event that it
given access to any personal data of Disclosing Party: To ensure that
the data is stored means of technical and organizational security
measures sufficient to guarantee the security thereof and to avoid its
and unauthorized alteration, loss, processing or access, having regard
to the most date technology available from time to time. The nature of
the data the possible risks of unauthorized disclosure, for such
purpose, receiving party expressly states that it has implemented all
the required security measures.

To only use or apply the data for the purpose of evaluating the
proposed collaboration.
Not to notify such data to third parties, not even for the purpose
safekeeping, nor to copy or reproduce part or all the information,
results or lists containing such data.
To ensure that the data only handled by its employees authorized
representatives or agents who need it to perform the service and that
any third parties to whom information is revealed and in respect or

which prior written authorization has been received from disclosing

party must be bound abide by the confidentiality obligations as set out
in this agreement.
d. To allow any checks or audits that could reasonably be required by
Disclosing Party related to the fulfillment of the obligations of receiving
party set out herein and Disclosing Party shall be entitled to add
appropriate control registers to the data it discloses.
4. COMPELED DISCLOSURE AND LIMITED USE
a. In the event Receiving Party is required by law, regulation, or court
order, to disclose any of Disclosing Partys confidential information,
Receiving Party will promptly notify Disclosing Party in writing prior to
making any such disclosure, so that the Disclosing Party may seek
protective order or other appropriate legal remedy. Receiving Party
agrees that if Disclosing Party is not successful in precluding the
requesting legal body from requiring the disclosure of the confidential
information, it will furnish only that portion of the confidential
information, in the opinion of the Disclosing Partys legal counsel, is
legally required.
b. If so requested by the Disclosing Party, the Receiving Party shall return
to Disclosing Party or destroy or delete all confidential information and
any and all copies thereof forthwith after receipt of such request,
except to the extent that the Receiving Party (including its affiliates
and
subsidiaries
directors
officers employees legal advisor
,consultant and accountants) is required by law or court order or credit
compliance, record retention, or similar policies to retain such
confidential information and such related documents for audit or
regulatory purposes.
5. CONTRACTUAL BREACH
In the event of any breach of this agreement by Receiving Party its
employees, directors, shareholders or any contracted persons whom
information has been revealed by Receiving Party in accordance with the
terms of this agreement. Receiving Party shall be considered responsible
for all loss suffered by Disclosing Party and specially accepts all
responsibility for any claims against Disclosing Party due to any kind of
administrative sanction being imposed by the relevant authorities, as well
as any damages or losses in judicial or non-judicial proceedings brought
against Disclosing Party including, in all cases, the cost of the fees
payable to legal counsel or any other professional, and such breach of
contract by Receiving Party as referred to in this clause shall also give rise
to early termination of the services rendered by Receiving Party.
6. OWNERSHIP AND OTHER RIGHTS
Receiving Party acknowledge and agrees that confidential information
directly or indirectly received or accessed and during its collaboration

are exclusive property of Disclosing Party, Received Party acknowledges

and agrees
that it shall not acquire any right or interest in the
confidential information disclosed to it by Disclosing Party which shall
remain the sole owner of the confidential information including but not
limited but to all patent copy right trademark, trade secret, trade name,
contract, industrial design, and other properly rights pertaining there to ,
anywhere in the world . Each party acknowledges and agrees that the
disclosure of confidential information does not constitute an offer by
Disclosing Party for the sale, license or the other transfer of the
confidential information. Should Receiving Party or any of employees,
directors , shareholders, agent suppliers or representatives conceive any
invention, innovation, discovery, computer program, process , techniques
or the like , as a result of observing or having access to the confidential
information of Disclosing Party , Receiving Party agrees to assign or have
assigned innovations, discovery, computer program, technique , or the
like, to Disclosing Party.
7. RELATIONSHIP OF PARTIES
This agreement shall not be construed nor interpreted as to create an
employer-employee, principal-agent, licensor-licensee, partnership or joint
venture relationship not withstanding the designation or nomenclature
used. The parties are independent contractors, performing their own
business and assuming their own risk. The parties can freely enter any
contractual relationships with third persons that may be performing
business of the same nature or kind , provided that no party shall divulged
any confidential information.
8. APPLICABLE LAW AND JURISDICTION
This agreement shall be governed and construed pursuant to the
applicable laws of the Republic of the Philippines. The parties agree to
exert earnest effort to submit any dispute that may arise from this
agreement to any modes of dispute resolution. Failure to reach any
amicable settlement, all actions shall be filed in the courts of Manila to the
exclusion of all other courts.

IN WITNESS WHEREOF, we hereunto affix our signature in the place and on

the date set forth above written.
For:
Xxxxxxxxxxxxxxxxxxxxxxx
ssssssssssssssssssssssssssssssssssssss

xxxxxxxxxxxxxxxxxxxxxxxx
ssssssssssssssssssssssssssssssss

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
_______________________)
BEFORE ME personally appearing:
NAME
ISSUED IN/ISSUED AT

COMPETENT IDENTIFICATION

xxxxxxxxxxxx

______________________
________________

ssssssssssssss

______________________
________________

Known to me to be the same person who executed the foregoing instrument and
they acknowledge before me that the same is their free and voluntary act and deed
and that the corporation they respectively represent.
Witness my hand and seal on the date and place above written.
Doc. No.:________
Book No.:________
Page No.:________
Series 2014.