Unilab Nda1.29.21

CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement, dated __________________, made and entered into in

Mandaluyong City, Philippines, by and between:
UNlLAB, INC., a corporation organized and existing under Philippine laws,

with principal office at No. 66 United Street, Mandaluyong City, Metro
Manila, Philippines (“Disclosing Party”);
- and -
_____________________________, a corporation organized and existing under

___________ laws, with registered address at _________________________
(“Receiving Party”);
(Each a “Party”, and together the “Parties”)
W I T N E S S E T H : That --
WHEREAS, ____ and UNILAB wish to explore the possibility of a partnership with respect
to procuring Covid-19 Vaccine, currently branded as COVOVAX TM developed by Novavax,
Inc. and manufactured by Serum Institute of India (“SII”) (the “Product”).
WHEREAS, in the process of negotiating the terms and conditions of the relationship, the
Unilab will divulge confidential information to ____________;
NOW, THEREFORE, the Parties have agreed as follows:
1.0 Purpose
The Disclosing Party shall disclose Confidential Information (as defined below) to the
Receiving Party for the purpose of enabling the Parties to evaluate the desirability of
entering into an agreement with respect to the Product.
2.0 Definition
As used in this Agreement, “Confidential Information” means any and all information
disclosed by the Disclosing Party to the Receiving Party which is either identified as
confidential by the Disclosing Party at the time of disclosure, or of a nature which should
reasonably be regarded by the Receiving Party as confidential under the circumstances
surrounding the disclosure, and specifically includes, without limitation, information or
data relating to the Offer Sheet, the Product, operations, processes, plans, intentions,
2
product information, whether in writing, orally, in electronic form or by any other means,
to the Receiving Party by the Disclosing Party or by its officers, employees or agents,
whether before or after the date of this Agreement.
3.0 Obligations of the Receiving Party
The Receiving Party shall:
(a) use the Confidential Information for no other purpose than those provided in
Paragraph 1 hereof, unless use for other purposes is expressly allowed in writing by the
Disclosing Party;
(b) maintain the Confidential Information in confidence and shall exercise in

relation thereto no lesser security measures and degree of care than those which it applies to
its own confidential information, which it hereby warrants as providing adequate protection
against unauthorized disclosure, copying or use;
(c) ensure that disclosure of such Confidential Information is restricted to those

persons having need to know the same for purposes of performing its obligations under this
Agreement;
(d) upon request of the Disclosing Party, require its officers, employee and agents
who will have access to the Confidential Information to sign a Deed of Confidentiality in the
form acceptable to the Disclosing Party; and
(e) not to make copies or reproductions of documents or electronic files containing

the Confidential Information except to the extent reasonably necessary for the purpose
stated in Paragraph 1 hereof. All copies made shall be the property of the Disclosing Party
and, together with the originals, returned to the Disclosing Party not later than ten (10) days
from receipt of written request from the Disclosing Party together with a certification stating
that: (i) all use of the Confidential Information has been discontinued; (ii) all copies of
documents and electronic files containing the Confidential Information have been returned
to the Disclosing Party or otherwise disposed of in accordance with the instructions of the
Disclosing Party; and (iii) that the Receiving Party did not retain any copies, extracts or
other reproductions of such materials, except such copy as may be required by law in the
Philippines.
4.0 Proprietary Nature of Confidential Information
The Receiving Party agrees that no right or license is granted to it in relation to any
Confidential Information other than as expressly set forth in this Agreement. The Receiving
Party acknowledges that the Confidential Information is proprietary in nature and that the
protection of such information is of the highest importance. It further acknowledges that a
breach of its obligations under this Agreement will cause irreparable harm to the Disclosing
Party, for which reason the Disclosing Party shall be entitled to injunctive relief in addition
to other remedies allowed by law.
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5.0 Neither party shall be under any obligation or commitment to enter into discussions or
any further agreement merely by reason of the execution of this Agreement or the
disclosure, evaluation or inspection of Information. For the avoidance of doubt, both parties
agree that this Agreement does not prevent either party from entering into similar
discussions, negotiations or arrangements with third parties subject always to the
confidentiality obligations undertaken in this Agreement.
6.0 Governing Law
The interpretation and implementation of this Agreement shall be governed by the laws of
the Philippines.
7.0 Effectivity
This Agreement shall commence upon signing and shall survive for a period of three (3)
years from the termination or completion of the negotiations on the agreement mentioned in
Paragraph 1.
IN TESTIMONY WHEREOF, the parties have signed this Agreement on the dates written
below.
UNILAB, INC. ___________________

Disclosing Party Receiving Party
By: By:
Manuel L. Montinola

Unilab Nda1.29.21

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CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement, dated __________________, made and entered into in

UNlLAB, INC., a corporation organized and existing under Philippine laws,

_____________________________, a corporation organized and existing under

(Each a “Party”, and together the “Parties”)

NOW, THEREFORE, the Parties have agreed as follows:

3.0 Obligations of the Receiving Party

The Receiving Party shall:

(b) maintain the Confidential Information in confidence and shall exercise in

(c) ensure that disclosure of such Confidential Information is restricted to those

(e) not to make copies or reproductions of documents or electronic files containing

4.0 Proprietary Nature of Confidential Information

6.0 Governing Law

UNILAB, INC. ___________________

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