CONFIDENTIALITY AND INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

This Confidentiality and Intellectual Property Assignment Agreement (Agreement) is entered into
by and between Contractor and Client whose respective names and office addresses are written in
the signature portion below (each, a Party, and collectively, the Parties).

directed to undertake, investigate, or experiment with or that Contractor may become

associated with in work, investigation, or experimentation in Clients line of business
in performing the assistance needed in the Project (collectively, the Inventions).
Inventions are/shall become the sole property of Client. Contractor also hereby assigns fully
to Client all Inventions and any copyrights, patents, utility models, industrial designs,
trademarks or other intellectual property rights relating to all Inventions. Contractor likewise
hereby irrevocably and unconditionally waives in favor of Client the moral rights that
Contractor may have with respect to the Inventions.

RECITALS
A.

Client is the owner of Confidential Information, as defined below.

B.

Contractor shall have access to Confidential Information in connection with discussions with
Client, or further to a specific task, undertaking or project, including but not limited to
the creation and/or modification or enhancement of existing trademarks, designs, and
trade secrets pertaining to Clients products, food preparation, process, personnel, and/or
service system (Intellectual Property), as determined by Client (the Project).

9.

Further Assurances. Contractor undertakes to assist Client, or its designee, in every proper
way to secure Clients rights in Inventions and any copyrights, patents, utilit y
models, industrial designs, trademarks, or other intellectual property rights relating to all
Inventions in any and all countries, including the disclosure to Client of all pertinent
information and data with respect to all Inventions, the execution of all applications,
specifications,
oaths, assignments and all other instruments that Client may deem
necessary in order to apply for and obtain such rights and in order to assign and convey to
Client, its successors, assigns and nominees the sole and exclusive right, title, and
interest in and to all Inventions, and any copyrights, patents, utility models, industrial
designs, trademarks, or other intellectual property rights relating to all Inventions.
Contractor also agrees that the Contractors obligations to execute or cause to be executed
any such instrument or papers shall continue after the termination of this Agreement and/or
Project.

10.

Termination of the Project. Upon termination of the Project or this Agreement for
any reason, Contractor: (i) shall discontinue the use and application of the
Proprietary Information; (ii) undertakes not to thereafter engage or enter into any other
transaction which shall in any way involve the use and application of the Proprietary
Information; and (iii) shall immediately return and deliver all copies of the Proprietary
Information, if any, to Client, without making or retaining copies or excerpts of the same in
whatever medium.

11.

Dispute Resolution. Any dispute, controversy of claim arising out of or in connection with
this Agreement shall be resolved through good faith discussions between the Parties. If
no resolution is reached within 90 business days from the date on which discussions
are commenced, then such dispute, controversy or claim shall be referred to and finally
resolved by arbitration under applicable Philippine laws.

12.

Governing Law. This Agreement shall be governed by and construed in accordance with
Philippine law.

13.

Severability. If any restriction found hereunder shall be adjudged by any court or authority
of competent jurisdiction to be void or unenforceable but would be valid if part of
the wording thereof were to be deleted and/or the period thereof were to be reduced and/or
the area dealt with thereby were to be reduced, the said restriction shall apply
within the jurisdiction of that court or competent authority with such modifications as are
necessary to make it valid and effective.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises
herein contained and for other good and valuable consideration, receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
1.

Term. This Agreement shall take effect upon its execution, and shall remain effective for the
entire duration of the Project, and shall continue even after the termination of the Project.

2.

Coverage. This Agreement shall cover the Project and all other incidental and
subsequent assistance needed in the preparation, fulfillment, or improvement thereof, and the
following:
(a)

(b)

any and all (i) non-public information that relates to the actual or anticipated business
or research and development of Client, technical data, trade secrets, or knowhow, including, but not limited to, research, product plans, marketing and sales
information, or other information regarding Clients products, services, processes,
personnel, and markets therefor, business plans or dealings, software,
developments, inventions, processes,
formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances, or other
business information; (ii) information provided by Client to Contractor in
connection with the Intellectual Property and/or Project, including without
limitation trade secrets, manufacturing processes, methods, formulas, inventions,
or devices of Client, or acquired by Contractor in the course of providing the
needed assistance or in handling the preparation, processing, or formulation of
any product, mark, design, process, or system in connection with, arising
from, or related to the Project or the implementation of the Project; (iii)
Inventions as defined below, and (iv) data, information, and document marked
Confidential (or a similar expression), or any information which Contractor
has been told is of a confidential nature or which it might reasonably expect
Client
would
regard
as
confidential (collectively,
the Proprietary
Information). Proprietary Information does not include information that has become
publicly known and made generally available through no wrongful act of the
Contractor; and
the existence of the Project and all the terms thereof including without limitation the
contract price, volume requirements or commitments, manufacturing timetables, and
delivery schedules specified therein (the Business Information).

The Proprietary Information and the Business Information shall be collectively referred to as
the
Confidential Information.
3.
Confidentiality Undertaking. Contractor shall not, under any circumstances,
whether directly or indirectly:
(a)

divulge, disclose, reproduce or make known the Confidential Information (or

any portion thereof) in any form or manner to any person, firm, corporation or entity;

(b)

use or allow the use of the Proprietary Information other than in connection with the
Project; or

(c)

without the prior written consent of Client, advertise or promote itself as a contractor,
supplier, or manufacturer of Client, or otherwise disclose or make known to the public
(other than in connection with a disclosure required by law) the fact of its engagement
by Client.

IN WITNESS WHEREOF, the Parties have signed this Agreement on

Name:

at

Name:
Contractor
By:

Client
By:

Name:
Position:
Address:

Name:
Position:
Address:

Note: Please obtain Secretarys Certificate authorizing the signatory to enter into
this Agreement on behalf of Contractor.

Note: This portion is only for JFC, its subsidiaries or affiliates.

Project:
Signed in the presence of

4.

5.
this

Disclosure
Limited
to
Relevant
Employees.
Contractor
shall
disclose
Confidential Information only to those of its employees and staff (whether regular,
probationary, contractual, or otherwise) who need to know such information in
connection with Contractors fulfillment of its obligations in connection with the Project.
Contractor shall inform such employees and staff of the confidential nature of the
Confidential Information and of the terms of this Agreement, and shall cause them to abide
by such terms. For this purpose, Contractor hereby represents and warrants to Client that
its employees and staff shall comply at all times with the terms of this Agreement.
Damages.

Contractors breach of obligations, warranties, and representations in of

Agreement shall entitle Client to the payment of liquidated damages in the amount of
PhP1,000,000 for each breach, in addition to any and all other damages, expenses, costs of
suit, and attorneys fees that Client, its affiliates, subsidiaries, and franchisees may suffer or
incur as a result thereof.
Clients waiver of any breach to be valid shall be in writing and signed by Clients authorized
representative, and such waiver shall not be construed as a waiver of any future breach of this
Agreement.
6.

Disposition of Materials. Contractor agrees that all items and materials provided by Client to
the Contractor in connection with the Project shall be used exclusively for the
purpose intended therefor. Contractor shall not sell, reproduce, or otherwise dispose of
such items and materials without the prior written consent of Client. Likewise, any
manufacturing overruns, excess raw or processed materials, or similar materials shall not be
used or disposed of by Contractor other than as prescribed by Client.

7.

Ownership of Intellectual Property. Nothing contained in this Agreement, nor

any exchange of Proprietary Information, shall grant or confer upon Contractor or its
employees, staff, and representatives any right, license, or authority in or to the Proprietary
Information; and all rights contained in, and arising from, the Intellectual Property in
the Proprietary Information and/or Project shall exclusively remain with, or belong to, Client.

8.

Assignment of all Intellectual Property rights to CLIENT. Contractor hereby

unconditionally and completely assigns, transfers, and conveys to Client or its assign/s
all rights, title, and interests in and to all copyrightable material, notes, records,
drawings, designs, inventions, improvements, developments, discoveries, and trade
secrets conceived, discovered, developed, or reduced to practice by Contractor, solely or in
collaboration with others, during the term of this Agreement and in the course of the
Contractors engagement under the Project that relate in any manner to the business of
Client that Contractor may be

Confidentiality and Intellectual Property Assignment Agreement (for all third-party contractors) 2012-0727 GVG

ACKNOWLEDGMENT
Republic of the Philippines

)
) S.s.

I certify that on this date before me, a notary public duly authorized in the city named above to take
acknowledgments, personally appeared:
Name

Competent Evidence of Identity

Place/Date of Issue

Contractor represented by

Client represented by

who are personally known to me and/or who were identified by me through competent evidence of
identity to be the same persons described in the foregoing instrument, who acknowledged before me
that their respective signatures on the instrument were voluntarily affixed by them for the purposes
stated therein, and who declared to me that they have executed the instrument as their free
and voluntary act and deed and that they have the authority to sign on behalf of their
respective principals.
Witness my hand and seal this

Doc. No.
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Page No.
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Book No.
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Series of 2012.