Non Disclosure Agreement Sample for Employees Philippines

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into this [____] day of [____________], 20[____], by and between:

[COMPANY NAME], a corporation duly organized and existing under Philippine laws, with principal office address at [________________________________________________] (hereinafter referred to as the "Company");

-and-

[EMPLOYEE NAME], of legal age, Filipino, and residing at [________________________________________________] (hereinafter referred to as the "Employee").

(Collectively, the "Parties")

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include, but is not limited to, all proprietary information, trade secrets, business plans, customer lists, financial data, software, source code, marketing strategies, intellectual property, and any other information designated as confidential or which, by its nature, should reasonably be understood to be confidential, whether disclosed orally, in writing, or electronically, by the Company to the Employee during the course of employment.

2. OBLIGATIONS OF THE EMPLOYEE

The Employee agrees to: a. Hold all Confidential Information in the strictest confidence and take all reasonable precautions to prevent unauthorized access or disclosure; b. Use the Confidential Information solely for the performance of their duties as an employee of the Company; c. Not disclose, reproduce, or distribute the Confidential Information to any third party without the prior written consent of the Company; d. Return or destroy all materials containing Confidential Information upon the termination of employment or upon the Company’s request.

3. EXCLUSIONS

Confidential Information does not include information that: a. Is or becomes generally known to the public through no breach of this Agreement by the Employee; b. Was in the Employee’s possession prior to disclosure by the Company; c. Is required to be disclosed by law or order of a court of competent jurisdiction, provided that the Employee gives the Company prompt written notice of such requirement.

4. TERM

The obligations of confidentiality under this Agreement shall remain in effect during the term of the Employee’s employment and for a period of [____] years following the termination of employment for any reason whatsoever.

5. REMEDIES

The Employee acknowledges that a breach of this Agreement may cause irreparable harm to the Company for which monetary damages may be inadequate. Accordingly, the Company shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity, to prevent or restrain any breach of this Agreement.

6. GOVERNING LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any legal action arising out of this Agreement shall be brought exclusively in the proper courts of [____________________] City, to the exclusion of all other venues.

7. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior discussions, understandings, or agreements.

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

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[COMPANY NAME] By: ___________________________ [Name of Authorized Signatory] [Designation]

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EMPLOYEE

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[Employee Name]

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SIGNED IN THE PRESENCE OF:

___________________________                      ___________________________

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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) CITY/MUNICIPALITY OF __________) S.S.

BEFORE ME, a Notary Public for and in the City of [____________], this [____] day of [____________], 20[____], personally appeared:

Known to me to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and at the place first above written.

Doc. No. ____; Page No. ____; Book No. ; Series of 20.