Philhealth Non Disclosure Agreement Form Annex E

PhilHealth Non-Disclosure Agreement Form Annex E

Document ID: TR-PHL-NDA-2026-001 Effective Date: [____/____/2026]

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Instructions for Use

• This form must be completed by any individual, employee, or entity (the "Receiving Party") requiring access to Confidential Information related to PhilHealth operations, data, or systems.
• The fully executed original agreement shall be retained by PhilHealth for a minimum of seven (7) years from the date of termination or expiration. A copy must be provided to the Receiving Party.
• Mandatory attachments include a valid government-issued identification for individual signatories and, if applicable, a copy of the company's SEC/DTI registration and board resolution/secretary's certificate authorizing the signatory.

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1. Parties to the Agreement

This Non-Disclosure Agreement ("Agreement") is made and entered into on this [__________] day of [__________], [__________] (Date of Signing) by and between:

The Disclosing Party:

PHILIPPINE HEALTH INSURANCE CORPORATION (PhilHealth) A government-owned and controlled corporation created under Republic Act No. 7875, as amended, with principal office at [__________], Quezon City, represented herein by its [__________] [__________] ("PhilHealth")

AND

The Receiving Party:

Individual/Entity Name: [__________] Address: [__________] [__________] Nationality/Registration No.: [__________] Represented by (if entity): [__________] Title: [__________] ("Receiving Party")

(Collectively referred to as the "Parties" and individually as a "Party")

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2. Purpose

The Parties are considering entering into a [ ] Business Partnership [ ] Service Agreement [ ] Data Exchange [ ] Research Project [ ] Other (Please Specify): [__________] (the "Purpose") which requires the disclosure of certain proprietary and confidential information by PhilHealth to the Receiving Party.

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3. Definition of Confidential Information

"Confidential Information" means any and all information, whether oral, written, electronic, or in any other form, disclosed by PhilHealth to the Receiving Party for the Purpose, including but not limited to:

• 3.1. Health and Member Data: Member records, patient health information (PHI), diagnoses, treatment plans, claims data, demographic data, eligibility status, or any information derived therefrom, whether identifiable or de-identified.
• 3.2. Operational & Business Data: PhilHealth's business strategies, financial information, operational procedures, policies, internal audits, marketing plans, actuarial data, and any non-public business plans.
• 3.3. Technical & System Data: Software, hardware, IT infrastructure details, system architectures, network configurations, security protocols, algorithms, databases, source code, object code, APIs, and any technical specifications.
• 3.4. Personnel Data: Information regarding PhilHealth employees, contractors, or partners, including but not limited to compensation, performance, or personal details, excluding publicly available information.
• 3.5. Third-Party Information: Information received by PhilHealth from a third party subject to an obligation of confidentiality.
• 3.6. Any information specifically designated as "Confidential" or which, by its nature, would reasonably be understood to be confidential.

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4. Obligations of the Receiving Party

The Receiving Party agrees to:

• 4.1. Non-Disclosure: Not to disclose, disseminate, or transfer any Confidential Information to any third party without the prior written consent of PhilHealth.
• 4.2. Limited Use: To use the Confidential Information solely for the Purpose stated in Section 2 and for no other purpose.
• 4.3. Safeguarding: To take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of the Confidential Information, applying at least the same degree of care as it uses to protect its own confidential information, but no less than a reasonable degree of care. This includes implementing appropriate technical, organizational, and physical security measures.
• 4.4. Limited Access: To limit access to Confidential Information to its employees, agents, and authorized representatives ("Representatives") who have a legitimate need to know such information for the Purpose and who are bound by confidentiality obligations no less restrictive than those contained herein. The Receiving Party shall be responsible for any breach of this Agreement by its Representatives.
• 4.5. Compliance: To comply with all applicable laws, rules, and regulations, including but not limited to Republic Act No. 10173 (Data Privacy Act of 2012), its Implementing Rules and Regulations, and relevant PhilHealth circulars or policies, in its handling of Confidential Information.
• 4.6. Notice of Breach: To notify PhilHealth immediately upon discovery of any unauthorized use or disclosure of Confidential Information, or any breach of this Agreement.
• 4.7. Return/Destruction: Upon termination of the Purpose or upon PhilHealth's request, to promptly return or destroy all Confidential Information (and all copies thereof) received from PhilHealth, including any notes, analyses, or summaries incorporating such information, and certify such return or destruction in writing.

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5. Exclusions from Confidential Information

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

• 5.1. Is or becomes publicly known through no fault of the Receiving Party;
• 5.2. Was rightfully known by the Receiving Party prior to its disclosure by PhilHealth;
• 5.3. Is rightfully obtained by the Receiving Party from a third party without restriction on disclosure and without breach of this Agreement;
• 5.4. Is independently developed by the Receiving Party without reference to or use of PhilHealth's Confidential Information;
• 5.5. Is required to be disclosed by law, regulation, or a valid court order or governmental agency, provided that the Receiving Party gives PhilHealth prompt prior written notice of such requirement (where legally permissible) to enable PhilHealth to seek a protective order or other appropriate remedy.

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6. Term

This Agreement shall commence on the Effective Date and remain in full force and effect for a period of [__________] years, or until [__________], whichever is later. Notwithstanding the foregoing, the obligations of confidentiality under Section 4.1, 4.2, and 4.3 shall survive the termination or expiration of this Agreement for an indefinite period concerning health and member data, and for a period of [__________] years concerning other Confidential Information.

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7. Remedies for Breach

The Receiving Party acknowledges that monetary damages alone may not be a sufficient remedy for any breach of this Agreement and that PhilHealth shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other remedies available at law or in equity, without the necessity of posting a bond or other security.

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8. No License or Warranty

Nothing in this Agreement shall be construed as granting any rights by license or otherwise in any Confidential Information to the Receiving Party, except as expressly provided herein. PhilHealth provides Confidential Information "AS IS" and makes no warranties, express or implied, regarding its accuracy, completeness, or suitability for a particular purpose.

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9. 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.

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10. Severability

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the remainder of this Agreement, which shall remain in full force and effect.

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11. Entire Agreement

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

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12. Notices

All notices hereunder shall be in writing and deemed given when delivered personally, sent by registered mail, or by reputable courier service to the addresses of the Parties first set forth above.

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Execution and Signature Block

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

FOR PHILIPPINE HEALTH INSURANCE CORPORATION (PHILHEALTH):

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Authorized Signature

Printed Name: [__________] Title: [__________] Date: [____/____/2026]

FOR THE RECEIVING PARTY:

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Authorized Signature

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.