Non Disclosure Agreement Template 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 Philippines, with principal office/residence address at ____________________________________________________________ (hereinafter referred to as the "Disclosing Party");

-and-

[NAME OF RECEIVING PARTY], a corporation/individual duly organized and existing under the laws of the Philippines, with principal office/residence address at ____________________________________________________________ (hereinafter referred to as the "Receiving Party").

(Collectively referred to 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 certain confidential and proprietary information to the Receiving Party.

2. DEFINITION OF CONFIDENTIAL INFORMATION

"Confidential Information" shall include all non-public, proprietary, or confidential information, whether oral, written, electronic, or in other form, disclosed by the Disclosing Party to the Receiving Party, including but not limited to: business plans, financial data, customer lists, trade secrets, software, source code, marketing strategies, and any other information marked as "Confidential" or which should reasonably be understood to be confidential.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees: a) To hold all Confidential Information in strict confidence and to take all reasonable precautions to protect such information; b) Not to disclose, publish, or otherwise disseminate Confidential Information to any third party without the prior written consent of the Disclosing Party; c) To use the Confidential Information solely for the Purpose defined in this Agreement; d) To restrict access to Confidential Information to employees, agents, or consultants who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those contained herein.

4. EXCLUSIONS

Confidential Information does not include information that: a) Is or becomes generally available to the public through no breach of this Agreement; b) Was in the Receiving Party’s possession prior to disclosure by the Disclosing Party; c) Is independently developed by the Receiving Party without reference to the Confidential Information; d) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt notice of such requirement.

5. TERM

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

6. RETURN OF MATERIALS

Upon written request by the Disclosing Party or termination of the business relationship, the Receiving Party shall promptly return or destroy all documents and physical embodiments of the Confidential Information in its possession.

7. REMEDIES

The Receiving Party acknowledges that any 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, to prevent or restrain such breach.

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 courts of ________________________, Philippines.

9. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions, agreements, or understandings of any kind.

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

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[NAME OF DISCLOSING PARTY] By: ___________________________ Name: ________________________ Position: ______________________

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[NAME OF RECEIVING PARTY] By: ___________________________ Name: ________________________ Position: ______________________

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SIGNED IN THE PRESENCE OF:

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Witness Witness

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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) CITY 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.

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