CONFIDENTIALITY AND

NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Confidentiality and Non – Disclosure Agreement (to be known

as “Agreement”) is entered by and between:

The ________________, an organization organized and

existing under Philippine Law with principal office address at
_____________duly represented herein by ___________ and
hereinafter referred to as the “Disclosing Party”;
-and-
_____________________, of legal age, Filipino, and a resident
of _____________________________________________________
and hereinafter referred to as the “Receiving Party”.

Together, the Disclosing Party and Receiving Party is to be called “Parties”.

- WITNESSETH -
The Parties desires to organize and undertake in the project ____________
hereinafter known as the _____________.
In the conducting the ______________, Disclosing Party may share certain
proprietary and confidential information with the Receiving Party.
Therefore, in consideration of the mutual promises and covenants contained
in this Agreement, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Definition of Confidential Information
a) For purposes of this Agreement, “Confidential Information” means any
data or information so defined under the Data Privacy Act of 2012 and its
IRR that is proprietary to the Disclosing Party and not generally known to
the public, whether in tangible and intangible form, whenever and however
disclosed, including, but not limited to:
(1) any personal information, sensitive personal information and privileged
information of the _________________________;
(2)

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(3) ;
(4) ; and
(5) any other information that should reasonably be recognized as
proprietary or confidential information of the Disclosing Party and/or of its
affiliated/accredited/contracting entities.
Confidential Information need not be novel, unique, patentable,
copyrightable or constitute a trade secret in order to be designated
Confidential Information.
The Receiving Party acknowledges that the Confidential Information is
proprietary to the Disclosing Party, has been developed and obtained
through great efforts by the Parties.
a) Notwithstanding anything in the foregoing to the contrary, Confidential
Information shall not include information which:
(1) was known by the Receiving Party prior to receiving the Confidential
Information from the Disclosing Party;
(2) becomes rightfully known to the Receiving Party from a Third-Party
source not known by the Receiving Party to be under an obligation to
Disclosing Party to maintain confidentiality;
(3) is or becomes publicly available through no fault or failure to act by the
Receiving Party in breach of the Agreement;
(4) is required to be disclosed in a judicial or administrative proceeding, or
otherwise requested or required to be disclosed by law or regulation,
although the requirements of paragraph 4 hereof shall apply prior to any
disclosure being made;
2. Disclosure of Confidential Information
From time to time, the Disclosing Party may disclose Confidential
Information to the Receiving Party. The Receiving Party will:
(a) limit disclosure of any Confidential Information to agents or
representatives (collectively “Representatives”) who have a need to know
such Confidential Information in connection with the current or
contemplated transaction/relationship between the parties to which this
Agreement relates, and only for that purpose;
(b) advise its Representatives of the proprietary nature of the Confidential
Information and the obligations set forth in this Agreement and require such
Representatives to keep the Confidential Information confidential;
(c) shall keep all Confidential Information strictly confidential by using a
reasonable degree of care, but not less than the degree of care, used by it in
safeguarding its own confidential information;

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(d) not disclose any Confidential Information received by it to any third
parties without the Disclosing Party’s consent or as otherwise provided for
herein.
Each party shall be responsible for any breach of this Agreement by any of
their respective Agents and/or Representatives.
3. Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely in
connection with the current or contemplated business relationship between
the parties and not for any purpose other than as authorized by this
Agreement. No other right, whether expressed or implied, in the
Confidential Information is granted to the Receiving Party hereunder.
All use of Confidential Information by the Receiving Party shall be for the
benefit of the Disclosing Party.
4. Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing to the contrary, the Receiving
Party may disclose Confidential Information pursuant to any judicial or
administrative order, subpoena, discovery request, regulatory request or
similar method, provided that the Receiving Party promptly notifies, to the
extent practicable, the Disclosing Party in writing of such demand for
disclosure so that the Disclosing Party, at its sole expense, may seek to make
such disclosure subject to a protective order or other appropriate remedy to
preserve the confidentiality of the Confidential Information; provided in the
case of a broad regulatory request with respect to the Receiving Party’s
business (not targeted at Disclosing Party), the Receiving Party may
promptly comply with such request provided the Receiving Party give (if
permitted by such regulator) the Disclosing Party prompt notice of such
disclosure.
The Receiving Party agrees that it shall not oppose and shall cooperate with
efforts, to the extent practicable, by the Disclosing Party with respect to any
such request for a protective order or other relief. Notwithstanding the
foregoing, if the Disclosing Party is unable to obtain or does not seek a
protective order and the Receiving Party is legally requested or required to
disclose such Confidential Information may be made without liability.
5. Term
This agreement shall take effect on the date of signing and shall subsist
despite termination of the __________ covered by this agreement.

6. Remedies

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The Parties acknowledge that the Confidential Information to be disclosed
hereunder is of a unique and valuable character, and that the damages caused
by unauthorized dissemination of the Confidential Information would be
impossible to calculate.
Therefore, both parties hereby agree that the Disclosing Party shall be
entitled to injunctive relief preventing the dissemination of any Confidential
Information in violation of the terms hereof. Such injunctive relief shall be
in addition to any other remedies available hereunder whether at law or in
equity including damages. Disclosing Party shall be entitled to recover its
costs and fees, including reasonable attorneys’ fees incurred in obtaining any
such relief.
Further, in the event of litigation relating to this Agreement, the prevailing
party shall be entitled to recover its reasonable attorney’s fees and expenses.
7. Return of Confidential Information
Receiving Party shall immediately return to the other all tangible material
embodying the Confidential Information provided hereunder and all notes,
summaries, memoranda, drawings, manuals, records, excerpts or derivative
information deriving there from and all other documents or materials
(“Notes” and all copies of any of the foregoing including “copies” that have
been converted to computerized media in the form of image, data or word
processing files either manually or by image capture) based on or including
any Confidential Information in whatever form of storage or retrieval, upon
the:
(a) completion or termination of the dealings between the parties
contemplated hereunder;
(b) the termination of this Agreement; or
(c) at such time as the Disclosing Party may so request; provided however
that the Receiving Party may retain such documents as is necessary to enable
it to comply with its document retention policies. Alternatively, the
Receiving Party, with the written consent of the Disclosing Party may (or in
case of Notes, at the Receiving Party’s option) immediately destroy any of
the foregoing embodying Confidential Information (or the reasonably non
recoverable data erasure of computerized data) and, upon request, certify in
writing such destruction by an authorized officer of the Receiving Party
supervising the destruction.
8. Safekeeping of Confidential Information
Receiving Party shall use the same care to avoid disclosure or unauthorized
use of the confidential information as it uses to protect its own confidential
information, but in no event less than reasonable care. It is agreed that:

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(a) All confidential information shall be retained by the Receiving Party in a
secure place with access limited only to the Receiving Party’s agents who
need to know such information for purposes of this Agreement, and
9. No Gift Policy
The Parties undertake to comply with No Gift Policy. No personnel shall
solicit, demand or accept, directly or indirectly, any gift from any person,
group, association, or juridical entity, whether from the public or private
sector, at anytime, on or off the work premises where such gift is given in
the course of official duties or in connection with any transaction which may
affect the functions of their office or influence the actions of the Parties or
employees, or create the appearance of a conflict of interest.
10. Notice of Breach
Receiving Party shall notify the Disclosing Party immediately upon
discovery of any unauthorized use or disclosure of Confidential Information
by Receiving Party or its Representatives, or any other breach of this
Agreement by Receiving Party or its Representatives, and will cooperate
with efforts by the Disclosing Party to help the Disclosing Party regain
possession of Confidential Information and prevent its further unauthorized
use.
11. No Publicity
Neither Party hereto shall in anyway or in any form disclose, publicize, or
advertise in any manner the discussions that gave rise to this Agreement nor
the discussions or negotiations covered by this agreement without prior
written consent of the other Party.
12. No Binding Agreement for Transaction
The parties agree that neither party will be under any legal obligation of any
kind whatsoever with respect to the ________ by virtue of this Agreement,
except for the matters specifically agreed to herein. The parties further
acknowledge and agree that they each reserve the right in their sole and
absolute discretion, to reject any and all proposals and to terminate
discussions and negotiations with respect to the __________ at any time.
This Agreement does not create a joint venture or partnership between the
parties.

NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS

AGREEMENT WHATSOEVER.
The parties acknowledge that although they shall each endeavor to include in
the Confidential Information all information that they each believe relevant
for the purpose of the __________, the parties understand that no

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representation or warranty as to the completeness of the Confidential
Information is being made by either party as the Disclosing Party. Further,
neither party is under any obligation under this Agreement to disclose any
Confidential Information it chooses not to disclose. Neither Party hereto
shall have any liability to the other party or to other party’s Representatives
resulting from any use of the Confidential Information except with respect to
disclosure of such Confidential Information in violation of this Agreement
and the Data Privacy Act.
13. Miscellaneous Provisions
(a) This Agreement constitutes the entire understanding between the parties
and supersedes all prior or contemporaneous understandings and
agreements, whether oral or written, between the parties, with respect to the
subject matter hereof.
This Agreement can only be modified by a written amendment signed by the
party against whom enforcement of such modification is sought.
(b) Any failure by either party to enforce the other party’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.
(c) Although the restriction contained in this Agreement are considered by
the parties to be reasonable for the purpose of protecting the Confidential
Information, if any such restriction is found by a court of competent
jurisdiction to be unenforceable, such provision will be modified, rewritten
or interpreted to include as much of its nature and scope as will render
enforceable. If it cannot be so modified, rewritten or interpreted to be
enforceable in any respect, it will not be given effect, and the remainder of
the Agreement will be enforced as if such provision was not included.
(d) This Agreement is personal in nature, and neither party may directly or
indirectly assign or transfer it by operation of law or otherwise without the
prior written consent of the other party. All obligations contained in this
Agreement shall extend to and be binding upon the parties to this Agreement
and their respective successors, assigns and designees.
14. Notices
Any notice or communication required or permitted to be given by this
Agreement or given in connection with it, shall be in writing and shall be
given to the appropriate party by personal delivery or by registered mail,
postage prepaid, or recognized reputable private courier, in each case, to the
address of the other party first indicated above (or such other address as may
be furnished by a party in accordance with this paragraph).

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All such notices or communications shall be deemed to have been given and
received as follows:
(a) In case of personal delivery and recognized reputable private courier, on
the date of receipt by Receiving Party of such delivery.
(b) In case of registered mail, on the day of mailing.
15. Venue
In case of lawsuit arising from breach of this contract, the complaint or
petition shall be filed with the proper court of ___________ only.
16. Governing Law
The validity, construction and performance of this Agreement shall be
governed and construed in accordance with the laws of the Philippines
applicable to contracts made and to be wholly performed within the said
jurisdiction, without giving effect to any conflict of laws provisions thereof.
IN WITNESS WHEREOF, the parties hereto have caused this
Confidentiality and Non-Disclosure Agreement to be executed this ___ day
of ____________ at _____________

By:
______________________________ ________________________
SIGNED IN THE PRESENCE OF:

______________________________ ________________________

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REPUBLIC OF THE PHILIPPINES)
PROVINCE OF ________________)
MUNICIPALITY ______________) S.S

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for in and in the ________________

personally appeared the following persons with their respective competent
evidence of identity:

Gov’t Issued ID Issuing Gov’t Agency

____________________

Signed the foregoing instrument and acknowledged to me that same is his

free and voluntary act and deeds as well as that of the entity her represents.
Said instruments refers to a Confidentiality and Non Disclosure Agreement
consisting of Eight (8) pages including this page where this
acknowledgement is written and is duly signed by the parties and their
witnesses on the signature page hereof and initialed on the other pages and
sealed with the notary’s seal.

Notary Public

Doc. No. _____________

Page No. _____________

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Book No. _____________
Series of 2023

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