Non Disclosure Agreement Sample Philippines

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into this ______ day of ________, 20, at ________________________, Philippines, by and between:

[NAME OF DISCLOSING PARTY], a corporation/individual duly organized and existing under the laws of the Republic of the Philippines, with principal office/residence address at ____________________________________________________, represented herein by its ____________________, ____________________, hereinafter referred to as the "Disclosing Party";

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[NAME OF RECEIVING PARTY], a corporation/individual duly organized and existing under the laws of the Republic of the Philippines, with principal office/residence address at ____________________________________________________, represented herein by its ____________________, ____________________, hereinafter referred to as the "Receiving Party".

(The Disclosing Party and the Receiving Party may be referred to collectively as the "Parties" and individually as a "Party.")

1. PURPOSE

The Parties wish to explore a potential business opportunity in connection with ____________________________________________________ (the "Purpose"). In connection with this Purpose, the Disclosing Party may disclose to the Receiving Party certain confidential and proprietary information.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall mean any and all technical, financial, commercial, and strategic information, including but not limited to trade secrets, client lists, software, business plans, and processes, disclosed by the Disclosing Party, whether orally, in writing, or electronically, which is marked "Confidential" or which, by its nature, should reasonably be understood to be confidential.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party 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 Purpose stated in Section 1; c) Not disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; and d) Limit access to the Confidential Information to its employees or consultants who have a specific need to know and who are bound by confidentiality obligations at least as restrictive as those herein.

4. EXCLUSIONS

Confidential Information shall not include information that: a) Is or becomes part of the public domain through no fault of the Receiving Party; b) Was rightfully in the Receiving Party’s possession prior to disclosure; c) Is independently developed by the Receiving Party without reference to the Confidential Information; or d) Is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party.

5. TERM

This Agreement shall commence on the date first above written and shall remain in effect for a period of ______ years. The obligations of confidentiality shall survive the expiration or termination of this Agreement for a period of ______ years thereafter.

6. RETURN OF MATERIALS

Upon the written request of the Disclosing Party or upon the termination of the business relationship, the Receiving Party shall promptly return or destroy all documents and tangible items containing Confidential Information.

7. REMEDIES

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

8. 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.

9. ENTIRE AGREEMENT

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

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives on the date and place first above written.

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[NAME OF DISCLOSING PARTY]

By: ___________________________ Name: ________________________ Title: _________________________

[NAME OF RECEIVING PARTY]

By: ___________________________ Name: ________________________ Title: _________________________

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 and that of the entities they represent.

WITNESS MY HAND AND SEAL.

Doc. No. _____; Page No. _____; Book No. _; Series of 20.