Philhealth Non Disclosure Agreement Annex B Template

PhilHealth Non-Disclosure Agreement (Annex B)

Document ID: TR-PHNDA-ANXB-V01 Effective Date: [//2026]

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Instructions for Use

• Completion: This form must be completed by both the Disclosing Party (PhilHealth or its authorized representative) and the Receiving Party (individual or entity accessing PhilHealth's Confidential Information) prior to the commencement of any engagement involving such information.
• Filing & Retention: The original signed agreement shall be retained by the Disclosing Party's legal department for a period of seven (7) years from the date of termination or expiration of the main agreement it annexes, or as mandated by law, whichever is longer. A copy shall be provided to the Receiving Party.
• Mandatory Attachments: This document must be appended to and incorporated by reference into a primary agreement (e.g., Service Agreement, Memorandum of Understanding, Employment Contract) between the Disclosing Party and the Receiving Party. No separate attachments are typically required for this Annex B itself.

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Document Body & Detailed Sections

This PhilHealth Non-Disclosure Agreement (hereinafter, "Agreement") is made effective as of the Effective Date specified above, and is entered into by and between:

PHILIPPINE HEALTH INSURANCE CORPORATION (PhilHealth), a government-owned and controlled corporation created under Republic Act No. 7875, as amended, with principal office at Citystate Centre, 709 Shaw Boulevard, Pasig City, Philippines (hereinafter, "Disclosing Party");

AND

[____________________] (Name of Individual/Entity), with address at [__________________________________], and represented herein by its [] (Title of Representative), [] (Name of Representative), (hereinafter, "Receiving Party").

WHEREAS, the Disclosing Party possesses certain confidential, proprietary, and sensitive information, including but not limited to, Protected Health Information (PHI) of its members, operational processes, system architectures, and business strategies related to its mandate;

WHEREAS, the Receiving Party requires access to such Confidential Information for the limited purpose defined herein;

WHEREAS, this Agreement serves as Annex B to the main agreement titled [____________________] between the Parties, dated [____/____/2026], and is incorporated therein by reference;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

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SECTION 1. DEFINITIONS

1.1. "Confidential Information" shall mean any and all non-public information, whether commercial, financial, technical, operational, personnel, or otherwise, disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, visually, electronically, or by any other means, and whether or not marked as "Confidential." Without limiting the generality of the foregoing, Confidential Information shall specifically include, but not be limited to:

a.  **Protected Health Information (PHI):** Any individually identifiable health information relating to the past, present, or future physical or mental health or condition of a PhilHealth member, the provision of health care to a PhilHealth member, or the past, present, or future payment for the provision of health care to a PhilHealth member, including but not limited to member names, addresses, birth dates, PhilHealth identification numbers, medical records, claims data, and payment histories.
b.  **Operational Information:** PhilHealth's internal policies, procedures, workflows, systems documentation, internal audits, compliance reports, and security protocols.
c.  **Technical Information:** Software, hardware, system designs, network configurations, source code, data structures, algorithms, and technical specifications used by PhilHealth.
d.  **Financial Information:** Budgets, financial statements, pricing strategies, actuarial data, and reimbursement models.
e.  **Business Information:** Strategic plans, marketing plans, research, analyses, market data, provider networks, and business partnerships.
f.  Any information derived from or relating to the above categories.

1.2. "Purpose" shall mean [____________________________________________________________________] (e.g., for the performance of services under the main agreement, for evaluation of a potential partnership, for a specific project).

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SECTION 2. OBLIGATIONS OF THE RECEIVING PARTY

2.1. Non-Disclosure: The Receiving Party agrees to hold all Confidential Information in strict confidence and to take all reasonable measures to protect the secrecy of and avoid disclosure or unauthorized use of the Confidential Information. The Receiving Party shall not disclose, disseminate, publish, or otherwise reveal any Confidential Information to any third party without the prior written consent of the Disclosing Party.

2.2. Limited Use: The Receiving Party shall use the Confidential Information solely for the Purpose and for no other purpose whatsoever.

2.3. Protection: The Receiving Party shall use at least the same degree of care in protecting the Confidential Information as it uses to protect its own confidential and proprietary information, but in no event less than a reasonable degree of care. The Receiving Party shall implement and maintain appropriate administrative, physical, and technical safeguards to protect the confidentiality, integrity, and availability of Confidential Information, particularly PHI, in accordance with applicable laws and regulations (e.g., Data Privacy Act of 2012, PhilHealth Act).

2.4. Authorized Access: The Receiving Party shall limit access to Confidential Information to its employees, agents, or authorized representatives ("Representatives") who have a legitimate need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.

2.5. No Copying/Reproduction: The Receiving Party shall not copy, reproduce, or otherwise duplicate any Confidential Information except as strictly necessary for the Purpose, and all such copies shall remain the property of the Disclosing Party and shall be subject to the terms of this Agreement.

2.6. Return or Destruction: Upon the Disclosing Party's written request, or upon termination or expiration of the main agreement or this Agreement, the Receiving Party shall promptly (i) return all originals and copies of Confidential Information (including all physical and electronic embodiments thereof) to the Disclosing Party, or (ii) destroy all originals and copies of Confidential Information and provide written certification of such destruction to the Disclosing Party within [______] (e.g., ten (10)) days. Notwithstanding the foregoing, the Receiving Party may retain one (1) copy of the Confidential Information solely for archival purposes to demonstrate compliance with legal or regulatory obligations, provided such copy remains subject to the confidentiality obligations hereunder.

2.7. Notice of Compelled Disclosure: If the Receiving Party is required by law, court order, or governmental regulation to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt prior written notice of such requirement (to the extent legally permissible) so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall cooperate with the Disclosing Party in any such efforts and shall only disclose the minimum amount of Confidential Information legally required.

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SECTION 3. EXCLUSIONS

The obligations of confidentiality under this Agreement shall not apply to information that the Receiving Party can demonstrate:

3.1. Was already known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; 3.2. Is or becomes publicly known through no wrongful act or omission of the Receiving Party; 3.3. Is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement or any other confidentiality obligation; 3.4. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or 3.5. Is approved for release or disclosure by written authorization of the Disclosing Party.

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SECTION 4. TERM

The obligations of confidentiality and non-use set forth in this Agreement shall commence on the Effective Date and shall survive for a period of [______] (e.g., five (5)) years following the termination or expiration of the main agreement, or indefinitely with respect to Protected Health Information (PHI) or trade secrets, as required by law.

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SECTION 5. REMEDIES

The Receiving Party acknowledges that unauthorized disclosure or use of Confidential Information would cause irreparable harm to the Disclosing Party for which monetary damages alone would be an insufficient remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief and any other remedies available at law or in equity, including specific performance, in the event of any breach or threatened breach of this Agreement by the Receiving Party, without the necessity of posting any bond or other security.

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SECTION 6. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the competent courts of Pasig City, Philippines, for any action or proceeding arising out of or relating to this Agreement.

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SECTION 7. MISCELLANEOUS PROVISIONS

7.1. No License: Nothing in this Agreement shall be construed as granting any right or license, express or implied, by the Disclosing Party to the Receiving Party under any patent, copyright, trademark, trade secret, or other intellectual property right, other than the limited right to use the Confidential Information for the Purpose. 7.2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, and communications, whether oral or written, between the Parties regarding such subject matter. 7.3. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 7.4. Waiver: No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 7.5. Assignment: This Agreement may not be assigned or transferred by the Receiving Party without the prior written consent of the Disclosing Party. 7.6. Amendment: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties. 7.7. Relationship of Parties: The Parties are independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment, or agency relationship between them.

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Execution & Signature Block

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement (Annex B) as of the Effective Date first above written.

PHILIPPINE HEALTH INSURANCE CORPORATION (Disclosing Party)

By: ______________________________ Printed Name: [____________________] Title: [____________________] Date: [____/____/2026]

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[NAME OF RECEIVING PARTY]

By: ______________________________ Printed Name: [____________________] Title: [____________________] Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.