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CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT ("Agreement") is entered into on this __ day of ___


2016 by and between:
Xerox Business Services Philippines, Inc. , a company incorporated and existing
under the laws of Philippines and having its principal office at 7th Floor, One E-com
Center Building, Cor Harbor Drive & Sunset Ave , Mall of Asia Complex, Pasay City 1300,
Philippines (hereinafter referred to as XBS or Discloser) which expression unless
repugnant to the context hereof, shall mean and include its representatives, successors
and assigns, of the FIRST PART.
AND
Clever Master General Services Inc., a company concern having its registered office
at 2nd floor, Albulario Bldg., Phase II 37 General Maxilom Ave. Cebu City 6000, Philippines
(hereinafter referred to as the Vendor or Recipient) which expression unless repugnant
to the context hereof, shall mean and include its representatives, successors and assigns,
of the SECOND PART;
XBS & Vendor are hereinafter collectively referred to as the Parties.
The term "Definitive Agreement" shall mean such Agreement which the parties may
enter into upon successful completion of discussion over possible transactions as
envisaged herein.
Whereas XBS wishes to seek services in respect of certain _________________________
(Services)and for this purpose has decided to deploy a competent and experienced
partner.
WHEREAS Vendor has represented that Vendor has relevant expertise and experience in
providing the Services and based on the aforesaid representations, XBS wishes to
evaluate the potential business opportunity.
WHEREAS it is anticipated that, during the course of discussing and considering possible
transactions or relationships between the parties, it may be necessary for XBS to disclose
certain confidential and proprietary information in written, oral, visual and/or
physical/sample form to the Vendor or the Vendor may otherwise come into control or
possession of certain Confidential Information relating to XBS, including those of the
customers of XBS which is considered as confidential information by XBS as defined
hereunder.
WHEREAS the proprietary and confidential information to be disclosed by XBS to the
Vendor shall be subject to the terms and condition set out herein below.
NOW THEREFORE, to facilitate the free exchange of information in consideration of the
premises set forth herein, the parties hereto have agreed to enter into a Mutual NonDisclosure Agreement as follows:
1.

Confidential Information shall mean and include any information disclosed by


Discloser to the specifically authorized personnel of the Recipient, either directly
or indirectly, either orally or in writing, by inspection of tangible objects relating to
Discloser (including, without limitation, documents, prototypes, samples, media,
documentation, discs and code). Confidential Information shall include, without
limitation, any pricing and commercial terms and offers, building plans, site maps,
security features, materials, trade secrets, know-how, formulae, processes, ideas,
strategies, data, network configurations, system architecture, designs, flow

charts, drawings, hardware, media and the contents thereof, proprietary


information, business and marketing plans, financial and operational information,
information about customers (either present, past or prospective) of the Discloser,
all business, financial, operational and any other information or data, in any form,
supplied to the Recipient by, or at the direction of the Discloser relating to the
Transaction, including any copies, excerpts, notes, memoranda summaries,
analyses or compilations thereof generated by the Recipient (collectively, the
Information), the information regarded as confidential by the customers of the
Discloser, all non-public information, material or data relating to the current
and /or future business and operations of the Discloser and analysis, compilations,
studies, summaries, extracts or other documentation prepared by the Recipient
based on information disclosed by the Discloser and any other information
considered as confidential information by the Discloser and specifically notified to
the Recipient.
2.

For purposes hereof, Confidential Information shall not include:


(a)
(b)
(c)
(d)

information in the public domain at the time that it was provided by the
Discloser or which subsequently came into the public domain other than as
a result of breach of this Agreement; or
information obtained from a third party unaffiliated with the Discloser
(provided such party was not bound by confidentiality agreements with the
Discloser); or
information independently developed by the Recipient without reference to
the Information; or
information which the Recipient is required to disclose by law or under any
legal process, provided that the Recipient gives the disclosing party a
reasonable opportunity before such disclosure to contest the legal process
or seek a protective order; or

3.

The Discloser retains the sole and exclusive ownership/license/interest


intellectual property rights in the confidential information, including
derivatives thereto, and no license or any other interest is granted to
Recipient by virtue of this Agreement or any other agreement between
parties.

4.

All Confidential Information:


(a)

(b)
(c)

5.

and
any
the
the

shall be treated as confidential by the Recipient, taking such action as shall


be necessary or desirable to preserve and protect the confidentiality of the
Information and in any event using means not less than those used to
protect its own confidential information;
shall be used solely for purposes of evaluating the Transaction as provided
in this Agreement, and for no other purpose; and
shall not be disclosed to any third party other than the Recipient and such
of its officers, directors, employees, contract personnel, financial advisors,
accountants or attorneys necessary to evaluate the Transaction on a need
to know basis (each an Authorized Person) without the Disclosers prior
written consent. Provided however that, prior to disclosing the Confidential
Information, the Recipient shall apprise each of such person who receives
the Confidential Information to be cognizant of and to comply with the
terms and conditions of this Agreement.

In the event that the Recipient or any of its Authorized Persons becomes legally
compelled (including, without limitation, by law, rule, regulation or governmental
regulatory or administrative or similar agency as part of a judicial or
administrative proceeding (including, without limitation, by deposition,
interrogatory, request for information or documents, subpoena, civil or criminal
investigative demand or otherwise) to disclose any of the Confidential

Information, the Recipient shall provide the Discloser with immediate written
notice of such requirement so that the Discloser may seek a protective order or
other appropriate remedy or waive compliance with the confidentiality obligation
in relation to such information. In the event notice prior to disclosure is not
possible, the Recipient will give written notice as soon as reasonably possible
following such disclosure.
6.

Neither party will use nor permit the use of either partys names, logos,
trademarks or other identifying data, or otherwise discuss or make reference to
the other party, in any notices to third parties or in any press release or other
public announcement or advertisement, however characterized, without the
concerned partys prior written consent.

7.

No license, under any trademarks, patent, copyright, trade secret, mask work
protection right or any other intellectual property right, is either granted or
implied by the conveying of Information to the Recipient. None of the Information
which may be disclosed by the Discloser shall constitute any representation,
warranty, assurance, guarantee or inducement by the Discloser of any kind, and,
in particular, with respect to the non-infringement of trademarks, patents,
copyrights, trade secrets, mask work protection rights or any other intellectual
property rights or other rights of third persons or of the Discloser.

8.

The recipient undertakes to protect the Confidential Information with a reasonable


degree of care as it uses to protect its own Confidential Information, to protect the
Confidential Information received by it under this Agreement. In addition to such
degree of care, the Recipient agrees not to, in any way disclose, copy, reproduce,
modify, use, or otherwise transfer (including temporary transfer) the Confidential
Information or any media containing the Confidential Information to any other
person or entity without obtaining prior express written consent from the
Discloser. The Recipient shall at no time create any charge, lien or encumbrance
of whatsoever nature on the Confidential Information. These restrictions shall also
apply to any media containing the Confidential Information. The Recipient shall
take all steps necessary/ appropriate to protect the confidential information
against unauthorized disclosure or use. The Recipient shall immediately notify the
Discloser of any unauthorized disclosure or use of any confidential information
that comes to the Recipients attention, and shall take all action that the Discloser
may reasonably request to prevent any further unauthorized disclosure or use of
such confidential information.

9.

The term of this Agreement shall commence from the date of signing of this
Agreement and continue for one (1) year there from. Notwithstanding the
foregoing and without prejudice, the confidentiality obligations undertaken by the
recipient hereunder shall survive the expiry of this Agreement.

10.

This Agreement could be earlier terminated by a 15 days prior written notice


given by either party terminating review of the Transaction. Upon termination of
this Agreement, the Recipient shall, and as per the direction of the Discloser
either, return or destroy all Confidential Information, and no Confidential
Information shall be stored by the Recipient in any form. Within ten (10) days
after the request of the Discloser, the Recipient shall certify in writing that all
Confidential Information has been so returned or destroyed (as the case may be).
The returning of Confidential Information shall not relieve any Party from
compliance with other terms and conditions of this Agreement. Section 9 shall
survive termination hereof.

11.

The Recipient shall be responsible and liable to the Discloser for any unauthorised
disclosure or any breach of the terms and conditions herein contained. The
Recipient hereby indemnifies and agrees to keeps the Discloser saved, defended,

harmless and indemnified from and against all such direct costs, charges,
expenses and damages whatsoever arising therefrom.
12.

The Recipient shall inform its employees, agents and/or representatives who have
or may have access to the Confidential Information that they shall be bound by
this contract whereupon it shall be made imperative upon them to maintain the
confidentiality of the Information and abide by the other restrictions imposed
upon the Recipient under this Agreement in relation to the Confidential
Information are observed and complied by them, as if they were parties to this
Agreement.

13.

No contract or agreement in relation to the Transaction shall be deemed to exist


between the Parties unless and until the Parties execute and deliver the Definitive
Agreement in relation to the said Transaction. Each Party hereby agrees and
acknowledges that unless and until the Parties have executed and delivered such
Definitive Agreement, no Party will be under any legal obligation of any kind
whatsoever in respect to the Transaction by virtue of this Agreement except for
the matters specifically set forth herein

14.

This Agreement in no way obligates the parties to enter into the proposed
Transaction and nothing herein prevents either party from entering into a similar
transaction with any third party.

15.

No party shall have the right to assign or otherwise transfer, in whole or in part,
any of its rights or obligations under this Agreement without obtaining prior
written consent from the other Party.

16.

This Agreement constitutes the entire agreement between the parties relating to
the subject matter hereof, and all prior agreements, understandings, writings, or
negotiations, whether written or oral, are hereby superseded. No failure or delay
by either party in exercising its rights hereunder shall operate as a waiver thereof.
This Agreement may not be waived or amended except by written agreement of
both parties. This Agreement however, shall be read and construed as a part and
parcel of the Definitive Agreement and interpreted in conjunction with the
Definitive Agreement and not independent thereof.

17.

If any provision of this Agreement is held to be invalid, void or unenforceable, all


other provisions shall remain valid and be enforced and construed as if such
invalid provision were never a part of this Agreement.

18.

The failure of either party at any time to enforce any right or remedy available to
it under this Agreement or otherwise with respect to any breach or failure by the
other party shall not be construed to be a waiver of such right or remedy with
respect to any other breach or failure by the other party.

19.

This agreement shall be governed by the laws of Philippines .

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT


AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN.
SIGNED, SEALED and DELIVERED

SIGNED, SEALED and DELIVERED

Xerox Business Services Philippines, Inc.,


Through its authorized representative

Clever master General ervices Inc.


Through its authorized representative

By : _____________________

By : _______________________

Name: ________________________

Name : ____________________

Title: _________________________

Title: ______________________

Date: ____________________

Date: ______________________

In the presence of:

In the presence of:

Witness: _________________

Witness: __________________