Non Disclosure Agreement Form Philhealth

NON-DISCLOSURE AGREEMENT (NDA) - PHILIPPINE HEALTH INSURANCE CORPORATION (PHILHEALTH) RELATED INFORMATION

Document ID: TR-NDA-PHL-001 Effective Date: [____/____/2026]

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1. Instructions for Use

• Completion: This form must be completed by both the Disclosing Party (Philippine Health Insurance Corporation, represented by its authorized signatory) and the Receiving Party (the individual or entity receiving confidential information). All [__________] fields must be filled accurately and completely.
• Filing & Retention: The original signed agreement shall be retained by PhilHealth's designated records management office for a minimum of seven (7) years following the termination or expiration of the underlying engagement. A copy must be provided to the Receiving Party.
• Mandatory Attachments: The Receiving Party must attach a clear photocopy of a valid government-issued identification (e.g., Passport, Driver's License, UMID) for individuals. For entities, attach a certified true copy of SEC/DTI registration, latest General Information Sheet, and a Secretary's Certificate/Board Resolution authorizing the signatory to enter into this Agreement.

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2. Document Body

This Non-Disclosure Agreement (the "Agreement") is made and entered into on this [__________] day of [__________], 20[__________] (the "Effective Date") by and between:

PHILIPPINE HEALTH INSURANCE CORPORATION (hereinafter referred to as "PhilHealth" or the "Disclosing Party"), a government-owned and controlled corporation created under Republic Act No. 7875, as amended, with principal office address at [__________], represented herein by its [__________], [__________],

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[__________] ([ ] Individual / [ ] Entity), a corporation duly organized and existing under the laws of the [__________], with principal office/residence address at [__________], represented herein by its [__________], [__________] (hereinafter referred to as the "Receiving Party").

PhilHealth and the Receiving Party may hereinafter be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, PhilHealth possesses certain confidential and proprietary information that it may disclose to the Receiving Party for the [__________] (the "Purpose");

WHEREAS, the Receiving Party acknowledges the sensitive and proprietary nature of such information, particularly health-related data, and agrees to protect it from unauthorized disclosure or use;

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

2.1. Definition of Confidential Information

"Confidential Information" shall mean any and all technical, operational, financial, business, patient, member, or other information, data, or materials, whether oral, written, electronic, or in any other form, disclosed by PhilHealth to the Receiving Party, directly or indirectly, including but not limited to: a. Proprietary data, software, algorithms, systems, processes, and methodologies related to PhilHealth operations. b. Member data, patient records, health claims, medical histories, personally identifiable information, and other health-related information, subject to the provisions of the Data Privacy Act of 2012 (Republic Act No. 10173). c. Financial data, strategic plans, marketing plans, research, forecasts, and project details. d. Any information clearly marked as "Confidential," "Proprietary," or with similar designation, or information that, by its nature, would reasonably be understood to be confidential.

2.2. Obligations of the Receiving Party

The Receiving Party agrees to: a. Non-Disclosure: Maintain all Confidential Information in strict confidence and not disclose, publish, or disseminate it to any third party without the prior written consent of PhilHealth. b. Limited Use: Use the Confidential Information solely for the Purpose specified in this Agreement. c. Protection: Exercise at least the same degree of care in protecting the Confidential Information as it uses to protect its own proprietary information of a similar nature, but in no event less than a reasonable degree of care. d. No Copying/Reproduction: Not copy, reproduce, or otherwise duplicate any Confidential Information, in whole or in part, except as reasonably necessary for the Purpose, and all such copies shall be marked with the same confidential legends or notices as the original. e. Authorized Access: Limit access to Confidential Information to only those of its employees, consultants, and agents who have a legitimate "need to know" for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein. f. Return/Destruction: Upon written request by PhilHealth or upon termination of the Purpose, promptly return to PhilHealth all originals and copies of Confidential Information, or, at PhilHealth's option, certify in writing its complete destruction. g. Compliance with Laws: Strictly comply with all applicable Philippine laws, including but not limited to the Data Privacy Act of 2012 (Republic Act No. 10173), the Universal Health Care Act (Republic Act No. 11223), and their implementing rules and regulations, concerning the collection, processing, storage, and disclosure of health information and personal data. h. Notification of Unauthorized Disclosure: Immediately notify PhilHealth in writing upon discovery of any unauthorized use or disclosure of Confidential Information.

2.3. Exclusions from Confidential Information

The obligations under Section 2.2 shall not apply to information that: a. Is or becomes publicly known through no wrongful act of the Receiving Party. b. Is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of this Agreement. c. Is independently developed by the Receiving Party without reference to or reliance upon the Confidential Information. d. Is approved for release by prior written consent of PhilHealth. e. Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives PhilHealth prompt prior written notice of such requirement (to the extent legally permissible) so that PhilHealth may seek a protective order or other appropriate remedy.

2.4. Term and Duration of Confidentiality

This Agreement shall commence on the Effective Date and shall remain in effect for a period of [__________] ([ ] years / [ ] months) unless terminated earlier by mutual written agreement of the Parties. Notwithstanding the foregoing, the obligations of confidentiality and non-use regarding Confidential Information shall survive the termination or expiration of this Agreement and remain in effect for a period of [__________] ([ ] years / [ ] months) from the date of disclosure of each piece of Confidential Information. For Confidential Information deemed "personally identifiable information" or "sensitive personal information" under the Data Privacy Act of 2012, confidentiality obligations shall persist indefinitely or as mandated by law.

2.5. Remedies

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to PhilHealth for which monetary damages alone would not be an adequate remedy. Accordingly, PhilHealth shall be entitled to seek injunctive relief to prevent or curtail any such breach or threatened breach, in addition to any other remedies that may be available at law or in equity.

2.6. No License or Other Rights

Nothing in this Agreement shall be construed as granting any rights, including but not limited to, a license or transfer of ownership, in the Confidential Information to the Receiving Party. All right, title, and interest in and to the Confidential Information shall remain solely with PhilHealth.

2.7. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of [__________], Philippines.

2.8. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.

2.9. Waiver

No waiver by either Party of any breach of this Agreement shall be deemed a waiver of any subsequent breach. No waiver shall be effective unless made in writing and signed by an authorized representative of the Party granting the waiver.

2.10. Entire Agreement

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

2.11. Notices

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand, by registered mail, or by reputable courier service to the addresses specified in the preamble of this Agreement or such other address as a Party may designate by notice to the other Party.

2.12. Assignment

The Receiving Party may not assign or transfer its rights or obligations under this Agreement without the prior written consent of PhilHealth.

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3. Execution & Signature Block

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement on the date first written above.

PHILIPPINE HEALTH INSURANCE CORPORATION (Disclosing Party)

By: ___________________________ Authorized Signature [__________] Printed Name [__________] Title Date: [____/____/2026]

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RECEIVING PARTY

By: ___________________________ Authorized Signature [__________] Printed Name [__________] Title/Capacity Date: [____/____/2026]

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Witnesses:

___________________________ Printed Name & Signature

___________________________ Printed Name & Signature

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