Non Disclosure Agreement Template Word Philippines

NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into this ______ day of __________, 20 (the "Effective Date"), 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 [Name of Representative], (hereinafter referred to as the "Disclosing Party");

-and-

[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 [Name of Representative], (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. PURPOSE

The Parties wish to explore a potential business opportunity in connection with [_________________________________________________] (the "Purpose"). In connection with the 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 data, documents, trade secrets, financial information, client lists, software, technical processes, and any other proprietary information disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or electronically, that is marked "Confidential" or should reasonably be understood to be confidential given the nature of the information.

3. OBLIGATIONS OF THE RECEIVING PARTY

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it; b) Use the Confidential Information solely for the Purpose; c) Not disclose any Confidential Information to any third party without the prior written consent of the Disclosing Party, except to employees or consultants who have a "need to know" and are bound by confidentiality obligations at least as restrictive as this Agreement.

4. 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 by the Disclosing Party; c) Is independently developed by the Receiving Party without use of the Confidential Information; d) Is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow for a protective order.

5. TERM

This Agreement shall remain in effect for a period of [] years from the Effective Date. The obligations of confidentiality shall survive the termination of this Agreement for a period of [] years.

6. RETURN OF MATERIALS

Upon written request by the Disclosing Party or upon completion of the Purpose, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession.

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 this Agreement shall be brought exclusively in the proper courts of [City/Municipality], Philippines, to the exclusion of all other venues.

8. 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, and therefore, the Disclosing Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

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

DISCLOSING PARTY

By: ___________________________ Name: [] Title: []

RECEIVING PARTY

By: ___________________________ Name: [] Title: []

SIGNED IN THE PRESENCE OF: