Non Disclosure Agreement Template Philippines Word

MUTUAL NON-DISCLOSURE AGREEMENT

THIS MUTUAL NON-DISCLOSURE AGREEMENT (the "Agreement") is made and entered into this [Date] day of [Month], [Year], at [City/Municipality], Philippines, by and between:

[Name of Party 1], a corporation/individual duly organized and existing under the laws of the Republic of the Philippines, with principal office/residence address at [Address] (hereinafter referred to as the “Disclosing Party”);

-and-

[Name of Party 2], a corporation/individual duly organized and existing under the laws of the Republic of the Philippines, with principal office/residence address at [Address] (hereinafter referred to as the “Receiving Party”).

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

1. DEFINITION OF CONFIDENTIAL INFORMATION

For purposes of this Agreement, "Confidential Information" shall include all non-public, proprietary, or confidential information, whether oral, written, or electronic, disclosed by the Disclosing Party to the Receiving Party, including but not limited to business plans, financial data, customer lists, trade secrets, software code, marketing strategies, and any other information marked as "Confidential" or which reasonably ought to be considered confidential given the nature of the information.

2. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a. Use the Confidential Information solely for the purpose of [Describe Purpose, e.g., evaluating a potential business partnership]. b. Maintain the confidentiality of such information with the same degree of care as it uses for its own confidential information, but in no event less than a reasonable degree of care. c. Restrict disclosure of the Confidential Information to its 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. d. Not copy, reproduce, or reverse-engineer any Confidential Information without the express written consent of the Disclosing Party.

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 Receiving Party; b. Was 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 by a valid court order, provided that the Receiving Party gives the Disclosing Party prompt notice of such requirement.

4. TERM AND TERMINATION

This Agreement shall commence on the date first written above and shall continue for a period of [Number] years. The obligations regarding trade secrets shall survive the termination of this Agreement for as long as such information remains a trade secret under the laws of the Philippines.

5. RETURN OF MATERIALS

Upon written request by the Disclosing Party, the Receiving Party shall promptly return or destroy all documents, records, and copies thereof containing Confidential Information, and certify such destruction in writing.

6. 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.

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 legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the proper courts of [City/Municipality], Philippines, to the exclusion of all other venues.

8. MISCELLANEOUS

This Agreement constitutes the entire understanding between the Parties. No amendment or modification shall be valid unless in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

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[NAME OF DISCLOSING PARTY] By: ___________________________ [Name and Title of Representative]

[NAME OF RECEIVING PARTY] By: ___________________________ [Name and Title of Representative]

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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 [City], this [Date] day of [Month], [Year], personally appeared:

1. [Name of Representative 1] with [ID Type and Number]
2. [Name of Representative 2] 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 entities they represent.

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

NOTARY PUBLIC