Confidentiality & Non Disclosure Agreement Form Makati Med

CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT (CNDA) - MAKATI MEDICAL CENTER

Document ID: TR-MMC-CNDA-2024-001 Effective Date: [____/____/2026]

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Instructions for Use

• Completion Guide: This form must be completed by the Receiving Party (individual, entity, or representative thereof) and an authorized signatory of Makati Medical Center. All [__________] fields require completion.
• Filing & Retention: The original executed agreement shall be filed with the Makati Medical Center Legal Department and a copy provided to the Receiving Party. Retain for a minimum of seven (7) years following termination or expiration.
• Mandatory Attachments: For individuals, attach a clear copy of a government-issued ID. For entities, attach a copy of the SEC Registration/DTI Business Name Registration and Board Resolution/Secretary's Certificate authorizing signatory.

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Parties

This Confidentiality & Non-Disclosure Agreement (the "Agreement") is made and entered into on this [__________] day of [__________], [__________] (the "Effective Date") by and between:

Disclosing Party:

MAKATI MEDICAL CENTER A corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office at 2 Amorsolo St., Legazpi Village, Makati City, Philippines, 1229. (Hereinafter referred to as "Makati Med")

AND

Receiving Party:

Name: [____________________] (Individual / Entity Name)

Type of Entity: [ ] Individual [ ] Corporation [ ] Partnership [ ] Sole Proprietorship [ ] Other (Specify): [__________]

Address: [__________________________________________________]

Contact Number: [____________________]

Email Address: [____________________]

[ ] Employee [ ] Contractor/Vendor [ ] Researcher [ ] Consultant [ ] Intern/Trainee [ ] Other (Specify): [__________]

(Hereinafter referred to as the "Receiving Party")

Makati Med and the Receiving Party may be referred to individually as a "Party" and collectively as the "Parties."

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Recitals

WHEREAS, Makati Med possesses certain confidential, proprietary, and sensitive information, including but not limited to patient data, operational procedures, financial information, and strategic plans;

WHEREAS, the Receiving Party requires access to such Confidential Information for the Purpose set forth herein;

WHEREAS, the Parties desire to establish terms and conditions under which such Confidential Information will be disclosed and protected.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

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1. Purpose of Disclosure

Makati Med agrees to disclose Confidential Information to the Receiving Party for the following specific purpose (the "Purpose"): [ ] Employment with Makati Med [ ] Provision of services as a contractor/vendor (e.g., [_________________________]) [ ] Collaboration on research project: [_________________________] [ ] Consultancy services for: [_________________________] [ ] Internship/Traineeship in department: [_________________________] [ ] Evaluation of potential business relationship [ ] Other (Please specify in detail): [____________________________________________________________________] [____________________________________________________________________]

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2. Definition of Confidential Information

"Confidential Information" shall mean any and all non-public information, data, or materials of Makati Med, whether written, oral, electronic, visual, or in any other form, disclosed or made available by Makati Med to the Receiving Party, directly or indirectly, before or after the Effective Date. This includes, but is not limited to:

• Patient-Related Information: All patient records, medical histories, diagnoses, treatment plans, test results, billing information, personal health information (PHI), and any other identifiable information related to patients, as defined under the Republic Act No. 10173 (Data Privacy Act of 2012) and its Implementing Rules and Regulations.
• Proprietary Business Information: Business plans, marketing strategies, financial information, pricing structures, customer/patient lists, supplier information, intellectual property (including trademarks, patents, copyrights, and trade secrets).
• Operational & Technical Information: Hospital operational procedures, administrative protocols, quality assurance programs, security measures, software, hardware, IT infrastructure, databases, proprietary systems, techniques, formulas, algorithms, inventions, discoveries, designs, and specifications.
• Research & Development: Research protocols, clinical trial data, study results, scientific data, and related materials.
• Employee Information: Personnel records, compensation data, performance evaluations, and other sensitive employee data.
• Any information that, by its nature or the circumstances of its disclosure, would reasonably be understood to be confidential or proprietary.

Confidential Information shall not include information that: (a) is or becomes publicly available through no act or fault of the Receiving Party; (b) was in the Receiving Party's lawful possession prior to disclosure by Makati Med; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure and without breach of any confidentiality obligation; (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (e) is approved for release by prior written consent of Makati Med.

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3. Non-Disclosure Obligations

The Receiving Party agrees to:

(a) Hold all Confidential Information in strict confidence and protect it with at least the same degree of care as it protects its own highly confidential information, but no less than a reasonable degree of care. (b) Not disclose, publish, or disseminate Confidential Information to any third party without the prior written consent of Makati Med. (c) Use the Confidential Information solely for the Purpose specified in Section 1 of this Agreement. (d) Limit access to Confidential Information only to those of its employees, agents, or representatives who have a legitimate "need-to-know" for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its employees, agents, or representatives. (e) Not copy, reproduce, or otherwise duplicate Confidential Information, in whole or in part, except as reasonably necessary for the Purpose, and all such copies shall remain the property of Makati Med and be subject to the terms of this Agreement. (f) Comply with all applicable laws and regulations regarding data privacy and security, including but not limited to the Data Privacy Act of 2012 (Republic Act No. 10173) and its Implementing Rules and Regulations, pertaining to the handling of Personal Information and Sensitive Personal Information.

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4. Permitted Disclosures

Notwithstanding Section 3, the Receiving Party may disclose Confidential Information if:

(a) It is required by law, regulation, or a valid order of a court or governmental agency of competent jurisdiction, provided that the Receiving Party: (i) Notifies Makati Med in writing of such requirement as soon as practicable to allow Makati Med to seek a protective order or other appropriate remedy; and (ii) Discloses only that portion of the Confidential Information legally required. (b) It is made to the Receiving Party's legal, accounting, or other professional advisors who are bound by professional duties of confidentiality.

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5. Return or Destruction of Confidential Information

Upon the request of Makati Med, or upon the termination or expiration of the Purpose, the Receiving Party shall promptly:

(a) Cease all use of Confidential Information. (b) Return to Makati Med all originals and copies of any Confidential Information in its possession, custody, or control, including all reproductions, extracts, and summaries thereof, in whatever form. (c) Destroy any Confidential Information that cannot be returned (e.g., electronic copies), and certify in writing to Makati Med its destruction within [__________] (number, e.g., ten) business days of such request. (d) Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Confidential Information for legal compliance purposes, subject to continued adherence to the confidentiality obligations hereunder.

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6. Term

This Agreement shall commence on the Effective Date and shall remain in full force and effect until [__________/__________/__________] (Date) or until the completion of the Purpose, whichever is later, unless terminated earlier as provided herein.

The obligations of confidentiality and non-disclosure set forth in this Agreement with respect to Confidential Information that constitutes trade secrets shall survive indefinitely. For all other Confidential Information, these obligations shall survive for a period of [__________] (number, e.g., five) years following the termination or expiration of this Agreement. The obligations relating to patient-related information (PHI) shall survive indefinitely and are perpetual.

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7. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to Makati Med, for which monetary damages alone may be insufficient. Accordingly, in addition to any other remedies available at law or in equity, Makati Med shall be entitled to seek injunctive relief to prevent or remedy any breach or threatened breach of this Agreement by the Receiving Party, without the necessity of posting any bond or security. The Receiving Party agrees to indemnify and hold Makati Med harmless from any and all damages, losses, costs, and expenses (including reasonable attorney's fees) incurred by Makati Med as a result of the Receiving Party's breach of this Agreement.

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8. No License or Ownership

Nothing in this Agreement shall be construed as granting any right, title, interest, license, or option in any Confidential Information or any intellectual property rights of Makati Med to the Receiving Party. All Confidential Information shall remain the sole property of Makati Med.

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9. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the proper courts of Makati City, to the exclusion of all other courts.

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10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties regarding the Confidential Information.

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11. Amendments

Any amendment, modification, or waiver of any provision of this Agreement shall be effective only if made in writing and signed by duly authorized representatives of both Parties.

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12. Severability

If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed severed from this Agreement, and the remainder of the Agreement shall continue in full force and effect.

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13. Waiver

No waiver by either Party of any breach or default under this Agreement shall be deemed a waiver of any subsequent breach or default. The failure of either Party to enforce any term or condition of this Agreement shall not be construed as a waiver of that term or condition.

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14. Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) when sent by reputable overnight courier service; or (c) when sent by confirmed email, to the addresses specified below:

If to Makati Med: Attention: Legal Department Address: 2 Amorsolo St., Legazpi Village, Makati City, Philippines, 1229 Email: [____________________]

If to Receiving Party: Attention: [____________________] Address: [__________________________________________________] Email: [____________________]

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Execution & Signature Block

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.

MAKATI MEDICAL CENTER Disclosing Party

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Authorized Signature

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Printed Name

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Title

Date: [____/____/2026]

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RECEIVING PARTY (If individual)

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Signature

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Printed Name

Date: [____/____/2026]

(If entity, to be signed by authorized representative)

Entity Name: [____________________]

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Authorized Signature

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Printed Name

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Title

Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.