Non Disclosure Agreement Sample for Employees Philippines Pdf

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Confidentiality and Non-Disclosure Agreement (the "Agreement") is entered into this [Day] day of [Month], [Year] at [City/Municipality], Philippines, by and between:

[Company Name], a corporation duly organized and existing under Philippine laws, with principal office address at [Company Address], represented herein by its [Position/Title], [Name of Authorized Representative], hereinafter referred to as the "COMPANY";

-and-

[Employee Name], of legal age, Filipino, and residing at [Employee Address], hereinafter referred to as the "EMPLOYEE".

WITNESSETH:

WHEREAS, the EMPLOYEE has been hired by the COMPANY as [Job Title] and, in the course of such employment, will have access to Confidential Information (as defined below) which is proprietary and vital to the business operations of the COMPANY;

WHEREAS, the COMPANY desires to protect its trade secrets, intellectual property, and proprietary information from unauthorized disclosure or use;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants herein contained, the parties agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean all non-public information, whether oral, written, or electronic, disclosed by the COMPANY to the EMPLOYEE, including but not limited to: business plans, customer lists, financial data, software source codes, marketing strategies, trade secrets, proprietary processes, pricing structures, and any other information designated as confidential or which, by its nature, should be reasonably understood to be confidential.

2. OBLIGATIONS OF THE EMPLOYEE

The EMPLOYEE agrees to: a) Hold all Confidential Information in strict confidence and take all reasonable precautions to protect such information; b) Use the Confidential Information solely for the performance of their professional duties for the COMPANY; c) Not disclose, publish, or disseminate the Confidential Information to any third party without the prior written consent of the COMPANY; d) Not use the Confidential Information for the personal gain of the EMPLOYEE or for the benefit of any competitor of the COMPANY.

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 possession of the EMPLOYEE prior to the disclosure by the COMPANY; c) Is required to be disclosed by law or by a valid court order, provided the EMPLOYEE gives the COMPANY prompt notice of such requirement.

4. RETURN OF MATERIALS

Upon the termination of employment or at any time upon the request of the COMPANY, the EMPLOYEE shall immediately return or destroy all documents, files, data, and other materials containing Confidential Information, including all copies thereof, in their possession or control.

5. DURATION

The obligations of confidentiality herein shall remain in full force and effect during the term of the EMPLOYEE’S employment and for a period of [Number] years following the termination thereof.

6. REMEDIES

The EMPLOYEE acknowledges that any breach of this Agreement will cause irreparable harm to the COMPANY for which monetary damages may be inadequate. Consequently, the COMPANY shall be entitled to seek injunctive relief, in addition to any other remedies available under Philippine law, including but not limited to, civil damages and administrative sanctions.

7. GOVERNING LAW

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 filed exclusively in the proper courts of [City/Province], Philippines.

8. SEVERABILITY

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

IN WITNESS WHEREOF, the parties have hereunto set their hands this [Day] day of [Month], [Year] at [City/Municipality], Philippines.

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[COMPANY NAME] By:

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[Name of Authorized Representative] [Position/Title]

EMPLOYEE

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[Name of Employee]

SIGNED IN THE PRESENCE OF:

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Witness

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Witness

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ACKNOWLEDGMENT

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

BEFORE ME, a Notary Public for and in the City/Municipality of [__________] this [Day] day of [Month], [Year], personally appeared:

1. [Name of Authorized Representative] with [ID Type and Number]
2. [Name of Employee] with [ID Type and Number]

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, and that of the corporation herein represented.

WITNESS MY HAND AND SEAL.

Doc. No. _____; Page No. _____; Book No. _____; Series of [Year].