Republic of the Philippines )

City of ____________ ) S.S.

NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Non-Disclosure Agreement (the “Agreement”) is made and entered into this __
day of ___________, 2019 by and between:

__________________________, a corporation duly organized and existing

under and by virtue of the Republic of the Philippines with principal business
address at _________________________, and represented herein by its
_________________, ___________________ (the “Disclosing Party”);

and

___________________________, a corporation to be organized and

incorporated under and by virtue of the Republic of the Philippines with
principal business address at _________________________, and represented
herein by its _________________, _______________ (the “Receiving Party”).

(Each party to this Contract shall be referred to as “Party”, and collectively as

“Parties”.)

WITNESSETH;

WHEREAS, this Agreement is created for the purpose of preventing the unauthorized
disclosure of the confidential and proprietary information related to
______________________;

WHEREAS, the Parties shall be prohibited from disclosing confidential and proprietary
information, hereinafter referred to as “Confidential Information”, that is to be shared
between one another;

NOW THEREFORE, for and in consideration of the foregoing and upon terms and conditions
agreed upon, the Parties hereby agree as follows:

A. DEFINITION

“Confidential Information” includes but is not limited to, any and all non-public information
related to the Client’s business, research and development, legal information, data,
software development and design, system architectures, clients or prospective clients,
schedules, or any other operations, transactions, activities, designs, data, formulas,
specifications, ideas whether tangible or intangible and including all copies and derivatives
of the aforementioned.

B. OPERATIVE PROVISIONS

1. In consideration of the disclosure of Confidential Information, the Parties hereby

agree:

(i) not to disclose any Confidential Information;

(ii) to hold and maintain the Confidential Information in the strictest of confidence
at all times and shall take all reasonable precautions to protect such Confidential
Information (including, without limitation, all precautions the Party employs with
respect to its own confidential materials);
(iii) not to copy or reverse engineer any such Confidential Information; and
(iv) not to use Confidential Information for any purpose or whatsoever without the
consent of the other party and its authorized representatives.

2. If any such Confidential Information shall reach a third (3rd) party, or become public,
all liability will be on the Party that is responsible.

3. If requested, either Party shall be bound to return to the requesting Party all
Confidential Information and all documents or media containing any such
Confidential Information and any and all copies or extracts thereof within five (5)
days from the time of the request, save that where such Confidential Information is a
form incapable of return or has been copied or transcribed into another document,
it shall be destroyed or erased, as appropriate.

4. All rights, titles, and interests in and to the Confidential Information belong to their
respective parties. A Project or Service in does not in any way grant a transfer of
rights to and from parties.

5. The confidentiality obligation shall apply to the employees, subcontractors and other
third parties who act on behalf of the parties in connection with the implementation
of the Agreement.

C. TIME PERIOD

The Receiving Party’s duty to hold the Confidential Information in confidence shall remain in
effect until such information no longer qualifies as a trade secret or written notice is given
releasing such Party from this Agreement.

D. SEVERABILITY

If a court finds that any provision of this Agreement is invalid or unenforceable, the
remainder of this Agreement shall be interpreted so as best to affect the intent of the
Parties.
 E. INTEGRATION

This Agreement expresses the complete understanding of the Parties with respect to the
subject matter and supersedes all prior proposals, agreements, representations, and
understandings.

Any addition, modification or amendment to this Agreement must be agreed and signed by
the Parties herein before changes may take effect.

F. ENFORCEMENT

The Parties acknowledge and agree that due to the unique and sensitive nature of the
Confidential Information, any breach of this Agreement would cause irreparable harm for
which damages and or equitable relief may be sought. The harmed Party shall be entitled to
all remedies available at law.

A Party's failure or neglect to enforce any of rights under this Agreement will not be deemed
to be a waiver of that Party's rights.

G. DISPUTE RESOLUTION

All disputes, controversies or claims arising out of relating to this Agreement, or about
breach, termination or invalidity shall be settled through negotiation or mediation within
sixty (60) calendar days from the receipt of a notice by the other Party from the injured
Party before resorting to any legal remedies.

The laws of the Republic of the Philippines shall govern this Agreement and any disputes
unsettled through negotiations will be dealt with in the proper courts in ____________.

IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date and
place first above written.

_____________________________ __________________________
Service Provider Client

Signed in the presence of:

_____________________________ ___________________________
Witness Witness
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_________________________) S.S.

BEFORE ME, this ____ day of ___________ 2019 at _____________ personally appeared the
following:

Name Government I.D. No. Date/Place Issued

_____________________ ___________________ _________________

_____________________ ___________________ _________________

known to me to be the same persons who executed the foregoing Agreement, consisting of
four (4) pages including this page wherein the acknowledgment is written, and they
acknowledged to me that the same is their free and voluntary act and deed as well as the
free act and voluntary deed of the corporations which they represent.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date and place
first above written.

Doc. No.___
Page No.___
Book No.___
Series of 2019.