NON-DISCLOSURE AGREEMENT
In order to protect certain Confidential Information (as defined and described below), -
_____________________________, a company organized and existing under the laws of
Philippines, with office address at _____________________________ represented in this
Agreement by its _______________________, ____________________, of legal age, with
address at (x), agree as follows:
(iii) Information made known to the Recipient by a third party who is lawfully in
possession of the information and had the right to provide the information
to the Recipient;
(vi) Information disclosed by the Recipient with the Discloser’s prior written
approval.
(i) All rights to Confidential Information are and shall remain the sole
property of and in control of Discloser;
(iii) Recipient will not, at anytime, except with the consent of the Discloser:
(a) reproduce or copy; (b) disclose or transfer; (c) aid encourage or allow
any other person, business or entity to gain possession or access to;
(d) use, sell, or exploit; or (e) encourage or allow any other person,
business or entity to use, sell or exploit, any of the Confidential
Information; and
(iv) Recipient will not disclose any information received by Discloser from a
third party for the period required by any confidentiality agreement,
understanding or duty between Discloser and the relevant third party.
degree of care, but no less than a reasonable degree of care, to prevent the
unauthorized use, dissemination, derivation or publication of the Confidential
Information as Recipient uses to protect its own confidential information of a like
nature.
7. Warranty. Discloser warrants that it has the right to make the disclosures under
this Agreement. NO OTHER WARRANTIES ARE MADE BY DISCLOSER UNDER
THIS AGREEMENT. ANY INFORMATION DISCLOSED BY DISCLOSER UNDER
THIS AGREEMENT IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY,
WHETHER EXPRESS OR IMPLIED, REGARDING ITS ACCURACY,
COMPLETENESS OR PERFORMANCE.
8. Rights. Recipient does not acquire any intellectual property rights under this
Agreement.
11. Injunctive Relief and Damages: The Recipient acknowledges that the
Confidential Information subject of this Agreement is information peculiar to the
business of the Discloser, and that the nature of the Discloser’s business is highly
competitive. Recipient therefore agrees that Discloser will have the right, in
addition to its other rights and remedies, to seek injunctive relief for any violation of
this Agreement.
12. Non-waiver. Any failure by the Discloser to enforce the Recipient’s strict
performance of any provision of this Agreement will not constitute a waiver of its
right to subsequently enforce such provision or any other provision of this
Agreement.
13. Amendment. All modifications to this Agreement must be made in writing and must
be signed by an officer of each party.
14. Governing Law and Venue of Actions. This Agreement is made under, and shall
be construed according to the laws of the Philippines. Any action, suit and/or
proceeding arising from, in connection with or relating to this instrument shall be
filed exclusively with the courts of Makati, Philippines, having jurisdiction over the
same.
Non-Disclosure Agreement
16.Assignment. Recipient shall not assign or transfer any of its obligations under this
Agreement without the prior written consent of the Discloser. Discloser shall have
the right to assign any or all of its rights and obligations without need of Recipient’s
consent.
By: By:
_____________________________ ____________________________
(Authorized Signatory) [Authorized Signatory]
(Position)
ACKNOWLEDGEMENT
BEFORE ME, a Notary Public in and for Makati City, this __ day of October 2007 personally
appeared:
all known to me and to me known to be the same persons who executed the foregoing Non-
disclosure Agreement and they acknowledged to me that the same is their free and voluntary
act and deed, and of the entities they respectively represent.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the
date and at the place first above written.