Confidentiality and Non-Disclosure Agreement: " Discloser"

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Private & Confidential

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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Nondisclosure Agreement (“Agreement”) is made on


________________ , BY AND BETWEEN:

___________________________ , a corporation duly organized


and existing under the laws of the Philippines, with office address
_________________________________, represented by its
Corporate Secretary, ____________________, hereinafter
referred to as the “ Discloser”;

-and-

___________________________, of legal age, Filipino, with


address at _________________________, hereinafter referred to as
the “Recipient”;

WHEREAS the parties hereto, for their mutual benefit, may have exchanged and wish to
further exchange certain information of a confidential and sensitive nature and wish to protect
such information in the manner set out below in this and in further agreements.

Now, THEREFORE, the parties hereby agree, commit and declare as follows:

1. Definitions

a. "Authorized Person" shall mean any of its Group of companies, bodies corporate, and
persons employed or otherwise engaged with the Recipient (either by employment,
consultancy or otherwise).
b. "Confidential Information" shall mean in this Agreement:
i. Any information and data of a proprietary or confidential nature, whether in oral,
written, electronic, graphic, machine-readable form, or in any other form, including
but not limited to this Agreement; any trade secrets; intellectual property;
documentation, files, source codes, graphics, plans, drawings, presentations, charts,
lists, and tables; conversations or expressions; samples, models or prototypes, or
parts thereof (when appropriate); information or data of a business including but not
limited to corporate, financial, technical, scientific, legal, operational, proprietary,
developmental, marketing, sales, price, operating, performance, cost, know-how,
and/or process information; computer programming techniques, and all record
bearing media containing or disclosing such information and techniques; any or all of
which is disclosed, whether in writing, orally or by any other means by one party
("Discloser") or by a third party acting on behalf of the Discloser, to the other party
("Recipient") whether before or after the date of this Agreement.
ii. Confidential Information shall exclude information:
a. required to be disclosed under law, regulation or any governmental or competent
regulatory authority, provided that the Recipient first informs immediately to the
Discloser on the proposed form, timing, nature and purpose of the disclosure; or,
b. that has become public domain, through no fault of, or breach of, this
Agreement by the Recipient party thereof; or,
c. which is disclosed by a third party through no fault of, or breach of, this
Agreement by the Recipient party hereunder.
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iii.
Confidential Information shall not be deemed to be in the public domain
merely because any part of the Confidential Information is embodied in
general disclosure or because individual features, components or combinations
thereof are known or become known to the public. A disclosure by Recipient of
Confidential Information in response to a valid order by a court or other
governmental body, or as otherwise required by law or necessary to establish
the rights of either party under this Agreement, shall not be considered to be a
breach of this Agreement, provided, however, that Recipient shall provide
prompt prior written notice thereof to Discloser to enable it to seek a
protective order or otherwise prevent or contest such disclosure.
c. “Group” shall mean in relation to any Party (Discloser and/or Recipient), an “associate”,
“holding company” or a “subsidiary” of such Party, with those terms having the
meanings given under Philippine Law.
d. “Party” shall mean any one of the parties hereto considered independently and
“Parties” shall mean both of the parties hereto considered collectively.
e. “Purpose” shall mean any discussions and/or negotiations by and/or between or within
the Parties and/or its respective Group hereto (including their employees, third party
advisers and/or agents) concerning or in connection with:
i. each of the Parties’ affairs, business, operations, shareholders, directors, clients
or customers, past performance, previous, current or future deals, transactions,
business, affairs and/or operations; and/or the establishment of any business,
consulting or relationship between the parties hereto;
ii. the affairs, business, operations, shareholders, directors, clients or customers,
past performance, previous, current or future deals, transactions, business,
affairs and/or operations of any of the Parties’ Group, companies, subsidiaries,
affiliates or joint ventures; and
iii. the potential engagement between the Parties, for potentially engaging the
Company in their core business products or services, specifically to explore the
possibility of a relationship between their business, products or services.

2. Ownership of Confidential Information

Confidential Information disclosed by the Discloser shall at all times remain the sole and
exclusive property of the Discloser and no rights, licenses, permits or authorizations whatsoever
shall be afforded or extended to the Recipient by, or from, any disclosure made to the Recipient
of any Confidential Information, or part thereof.

3. Obligation and Limitation on Use and Disclosure of Confidential Information

a. The Recipient irrevocably and unconditionally is obligated and warrants without reservation
to the Discloser that:
i. the Recipient shall use all efforts to treat and maintain the Discloser’s Confidential
Information in the strictest confidence at all times and exercise at all times in relation
thereto no lesser security measures and degree of care than those which the Recipient
applies to the Recipient’s own Confidential Information including adequate protection
against any possible unauthorized disclosure, copying or use of any Confidential
Information;
ii. the Recipient shall ensure that the disclosure of any such Confidential Information from
the Discloser, is strictly restricted to Authorized Persons. The Recipient shall allow access
to Confidential Information (as defined hereunder) belonging to the Discloser only to its
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Authorized Persons who have a “need to know”, have a strict duty of confidentiality in
relation to the affairs of the Recipient having executed a confidentiality undertaking, and
those necessary to perform their work within the scope of the Purpose. Recipient must
ensure that any Authorized Person to whom it discloses any Confidential Information is
made aware of the all the obligations hereunder and that the Authorized Person
complies with similar obligations. Recipient is responsible for any Authorized Person's
breach of his or her obligations concerning the Confidential Information whether during
or after their employment with, or engagement by, or relationship with, Recipient.
iii. the Recipient recognizes that copying or reproducing in any form the whole or any part
of Confidential Information is expressly forbidden, except, in each instance, with the
prior written consent of the Discloser or to the extent reasonably necessary for the
Purpose and all copies made shall be the sole property at all times of the Discloser. All
Confidential Information and copies thereof shall be returned to the Discloser or to the
extent physically possible or destroyed within thirty (30) days of receipt of a written
request from the Discloser in relation thereto, save that a copy may be kept for legal or
regulatory purposes.
iv. the Recipient agrees that it shall not use the Discloser’s Confidential Information for any
purpose other than for the purpose agreed upon between the parties and to the extent
therefore required.
v. the Recipient shall not disclose or use any such Confidential Information, without the
express written permission of the Discloser, except to its Authorized Persons.
vi. should the Recipient be uncertain whether any information is Confidential Information it
must treat that information as Confidential Information until the Discloser agrees in
writing that it is not Confidential Information.

4. Breach

a. Recipient has been informed by the Discloser, with respect to disclosed Confidential
Information, that such Confidential Information is proprietary to the Discloser, and has been
designed, developed or accumulated by the Discloser at great expense and over lengthy
periods of time, is secret, confidential and unique and constitutes exclusive property of the
Discloser and that any use or misuse of Confidential Information in whatever manner
contrary to this Agreement by the Recipient would constitute a breach of this Agreement.
b. Recipient must, at its cost, notify the Discloser in writing immediately if:
i. it becomes aware of any actual, suspected or likely breach by it of this Agreement;
ii. it becomes aware of any actual breach by any Authorized Person of any of their
obligations in relation to the Confidential Information;
iii. it becomes aware of any actual, suspected, likely or threatened theft, loss, damage or
unauthorized access, use or disclosure of, or to, any Confidential Information.
c. The Parties acknowledge that monetary damages may not be a sufficient remedy for breach
of this Agreement which may result in irreparable and continuing damage to the Discloser
for which there may be no adequate remedy at law. Hence, Discloser shall have every right
and/or remedy available under applicable law and shall be, without waving any other rights
or remedies, entitled to injunctive relief and/or a decree for specific performance, and such
other relief as may be proper (including monetary damages if appropriate).

5. Term and Termination

Unless superseded by a subsequent formal written agreement between the Parties relating to
the Purpose, this Agreement shall remain effective for perpetuity following the last date of
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disclosure of any Confidential Information unless cancelled earlier by both parties in writing. It
is hereby clarified that the duty of confidentiality established in this Agreement will survive any
expiration and/or termination of this Agreement, for any reason whatsoever.

6. Representations and Warranties

a. It is acknowledged that no liability whatsoever is accepted by the Discloser or its Authorized


Persons for the completeness, accurateness, or for any error, omissions or misstatements of
any of the Confidential Information or opinions disclosed, save insofar as otherwise provided
in a subsequent formal agreement between the Parties relating to the Purpose.
b. The Recipient shall hold the Discloser free and harmless, and shall indemnify the latter, its
stockholders, directors, officers and employees against, any liability/damage whatsoever or
any lawsuit arising, directly or indirectly, from Recipient’s negligence, breach or willful
misconduct in the performance of this Agreement.
c. OTHER THAN THOSE STATED HEREIN WITH RESPECT OF CONFIDENTIAL INFORMATION,
NO WARRANTIES, EXPRESS OR IMPLIED, ARE MADE BY THE DISCLOSER; CONFIDENTIAL
INFORMATION IS PROVIDED “AS IS”; THE DISCLOSER DISCLAIMS ALL LIABILITY,
WARRANTIES OR GURANTEES WITH RESPECT TO CONFIDENTIAL INFORMATION TO THE
FULLEST EXTENT OF APPLICABLE LAW. DISCLOSER ACCEPTS NO LIABILITY AND
RESPONSIBILITY FOR ANY EXPENSES, LOSSES, OR ACTIONS INCURRED OR UNDERTAKEN
BY THE RECIPIENT AS A RESULT OF ITS USE OF CONFIDENTIAL INFORMATION.

7. General Provisions

a. All other Agreements or arrangements, whether written or oral, express or implied


(including any usage or custom and any terms arising through any course of dealing),
between the Parties relating to the Purpose or Confidential Information shall be deemed to
have been superseded, cancelled, null and void and the provisions of this Agreement shall
supersede and prevail. This Agreement is intended by the parties as a final expression of
their agreement and as a complete and exclusive statement of the terms hereof.
b. Unless the right of enforcement is expressly granted, it is not intended that a third party
should have the right to enforce a provision of this Agreement.
c. Neither party shall be liable for any breach of this Agreement directly or indirectly caused by
circumstances beyond its reasonable control and which prevent that party from performing
its obligations to the other.
d. A failure or delay by any party to exercise any right or remedy under this Agreement shall
not be construed or operate as a waiver of that right or remedy nor shall any single or
partial exercise of any right or remedy preclude the further exercise of that right or remedy.
e. This Agreement may only be assigned, amended, superseded, or cancelled (or any of its
terms and conditions waived) only by written instrument signed by or on behalf of both
Parties, or in the case of waiver, of the party waiving compliance.
f. Neither party shall assign, transfer, charge, create a trust over or otherwise deal in its rights
and/or obligations under this agreement (or purport to do so) without the other party’s prior
written consent, which shall not be unreasonably withheld or delayed.
g. Nothing in this Agreement shall create, or be deemed to create, an engagement, a
partnership, joint venture, employment relationship, or any other type of association,
affiliation and/or relationship between the Parties except for the specific relationship
described herein.
h. Each of the provisions contained in this Agreement shall be construed as independent of
every other such provision, so that if any provision of this Agreement shall be determined
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by any court or competent authority to be illegal, invalid and/or unenforceable then such
determination shall not affect any other provision of this Agreement, all of which other
provisions shall remain in full force and effect.
i. This Agreement shall be governed by and construed in all respects in accordance with the
laws of the Philippines and the venue of all court actions arising from any conflict or dispute
in the interpretation or enforcement of this Agreement shall be the appropriate court of
Makati City, to the exclusion of any other court in other cities/territorial jurisdictions.
j. Notices between the parties relating to this Agreement must be in writing and must be
delivered personally or sent by prepaid first class post, pre-paid air mail post to the address
set out in the ‘Parties’ section of this Agreement. Alternative details may be notified by a
party for the purposes of this clause.
k. Notices shall be treated as received as follows: if delivered by hand, when delivered; if sent
by first class post, 48 hours after posting; if sent by air mail post, 72 hours after posting; if
sent by fax, when sent. Any notices that would be treated as received out of Business
Hours shall be deemed given on the next Business Day.
l. This Agreement may be executed in counterparts, each of which when executed shall be an
original, but both counterparts together shall constitute one document.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day
and year first above written.

________________________________

By:

Discloser Recipient

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)


_________________________) S.S

BEFORE ME, a Notary Public for and in the City of _________________ this
__________________, 20212 personally appeared the following:

Name Government ID No. Date/Place Issued

FOR: MILLENNIUM PAN-ASIA


INFINITY INC. UMID CRN 0111-5872635-8 SSS, Philippines

MARIE ARLYENNE B. MILLA

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MARIA BERNADETTE A. UMID CRN 0111-4846592-0 SSS, Philippines


RAMOS-CALALO

known to me and to me known to be the same persons who executed the foregoing Non-
Disclosure Agreement, which consists of six (6) pages including this one on which the
acknowledgment appears, and who admitted to me that the same is their free and voluntary act
and deed as well as of the corporation represented.

IN WITNESS WHEREOF, I have signed and affixed my notarial seal at the place and on
the date first above written.

NOTARY PUBLIC

Doc. No. _____;


Page No. _____;
Book No. _____;
Series of 20226.

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