Professional Documents
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WITNESSETH:
WHEREAS, the Disclosing Party is engaged in, among others, the business of information
technology, specifically in the maintenance of electronic business data bank, as well as website
and mobile app development;
WHEREAS, the Receiving Party agreed to discuss and negotiate with Disclosing Party preparatory
to and in view of entering into a possible business relationship concerning a product exclusively
owned and developed by the Disclosing Party, also known as the Timehax App (the “Purpose”);
WHEREAS, for the Purpose above stated, the Receiving Party shall act as the agent and
representative of the Disclosing Party for the purpose of application, processing, and registration
of the latter’s intellectual property rights pertaining to its product Timehax App, including but not
limited to the copyright, trademark, business mark, and other relevant materials, business model
concepts, and ideas;
WHEREAS, in the process of such discussions and negotiations, the Disclosing Party will disclose
certain Confidential Information to the Receiving Party;
NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereto hereby
agree as follows:
1. Definitions
For the purpose of this Agreement, "Confidential Information" shall mean all information in
tangible and/or intangible form disclosed by the Disclosing Party or which the Receiving Party
otherwise becomes aware of during its dealings with the Disclosing Party, whether or not such
disclosure took place before or after the execution hereof, and whether or not the information was,
at any time, referred, identified, marked or stated as confidential or proprietary, and includes, but
is not in any manner limited to the following: discoveries, ideas, concepts, software in various
stages of development, designs, drawings, specifications, techniques, models, data, source code,
object code, documentation, manuals, systems, diagrams, flow charts, research, development,
processes, procedures, programs, "know-how", marketing techniques and materials, marketing and
development plans, customer names and other information related to customers, price lists, pricing
policies and financial information, and any other information which the Receiving Party obtains
from the Disclosing Party.
Discoveries, business models, ideas or works of diversity in whole or in part, conceived or made
by the Receiving Party during the term of this Agreement but which were made through the direct
or indirect use of Confidential Information shall belong exclusively to the Disclosing Party and
shall be considered part of the Confidential Information, whether or not fixed in a tangible medium
of expression.
2. Purpose
The Receiving Party shall use the Confidential Information only for the Purpose above-stated and
for no other reason. In the event the Parties eventually enter into a business relationship, the
Receiving Party’s herein confidentiality obligations shall be conclusively deemed to cover all
aspects of said business relationship and shall supplement whatever other confidentiality
obligations may be imposed in all future service agreements between the Parties.
3. Confidentiality Obligation
The Receiving Party hereby agrees to protect the Confidential Information by using, at all times,
the highest degree of care possible to prevent the unauthorized use, dissemination or publication
of the Confidential Information. The Receiving Party shall limit the use of and access to the
Confidential Information to its directors, stockholders, officers, employees and/or independent
contractors who need to know such Confidential Information for the Purpose, and only to such
extent that shall enable said directors, stockholders, officers, employees and independent
contractors to perform their duties in view of the Purpose. The Receiving Party undertakes and
commits that all said directors, stockholders, officers, employees and/or independent contractors
shall have already entered into duly executed binding agreements of confidentiality with the
Receiving Party substantially similar to the obligations set forth herein for the Disclosing Party’s
benefit and to protect the Confidential Information before disclosing any Confidential Information
to said persons.
Except to the benefit of the Disclosing Party, and, at all times, with the prior written and signed
consent of the proper and duly authorized officer of the Disclosing Party, the Receiving Party and
all persons acting under its direction, permission or tolerance or within its premises shall: (a) not
cause the recording, photographing, duplication, copying or in any manner reproduction of such
Confidential Information or part thereof; (b) in any event, properly secure all such photographs,
duplicates, copies and reproductions from any third party and return the same immediately upon
the expiration or termination of this Agreement or immediately upon the Disclosing Party’s
request, (c) not edit, change, manipulate, modify, alter, revise and/or amend the Confidential
Information.
Additionally, whether the parties agree to push through with the Purpose or not, the Receiving
Party shall not, in any manner or through any means, undertake, directly or indirectly, any action
that would directly or indirectly compete with or otherwise be unfavorable to the Disclosing Party
or impair the Disclosing Party’s normal operations or profitability.
4. Term
The Receiving Party’s obligations to protect Confidential Information hereunder shall be in effect
for the maximum period allowed by law.
5. Exclusions
Confidential Information shall not include information that: (i) is or becomes a matter of public
knowledge through no fault, negligence, act or omission of the Receiving Party; (ii) came to the
Receiving Party’ possession or known by it prior to receipt from or dealings with the Disclosing
Party, in both cases, through substantially provable fair and legal means; (iii) is independently
developed by the Receiving Party without any access to or any use of the Confidential Information;
or (iv) is required to be disclosed pursuant to any statutory or regulatory authority or court order,
provided that the Disclosing Party is given prompt written notice of such requirement prior to
disclosure and, in any event in such case, the scope of the disclosure shall be strictly limited to the
extent legally required.
7. Injunctive Relief
The Parties acknowledge and agree that due to the unique nature of Confidential Information, there
may be no adequate relief at law for any breach or possible breach of the Receiving Party’s
obligations hereunder. The Parties further agree that any breach may allow the Receiving Party or
any third party to unfairly compete with the Disclosing Party resulting in irreparable harm and
damage to the Disclosing Party. Hence, upon any such breach or any threat thereof, the Disclosing
Party shall be entitled to seek appropriate equitable and/or injunctive relief in addition to whatever
remedies the Disclosing Party may have in law and/or under this Agreement. The Receiving Party
shall notify the Disclosing Party in writing, immediately upon the occurrence of any such actual,
threatened or suspected unauthorized release of Confidential Information or other breach of this
Agreement.
9. General
This Agreement supersedes all prior discussions and writings with respect to the subject matter
hereof, and constitutes the entire agreement of the Parties with respect to the same subject matter.
No waiver or modification of this Agreement shall be binding upon either Party unless made in
writing and signed by a duly authorized representative of each Party and no failure or delay in
enforcing any right hereunder will be deemed a waiver thereof.
In the event that any provision of this Agreement shall be held by a court or tribunal of competent
jurisdiction to be unenforceable or invalid, the remaining portions hereof shall remain in full force
and effect. This Agreement shall be governed by the laws of the Republic of the Philippines
without regard to the conflicts of laws, and each Party irrevocably submits to the jurisdiction and
venue of the proper courts in Makati City, Philippines, to the exclusion of all other courts, venues
and jurisdictions.
This Agreement shall be binding upon and inure to the benefits of the Parties, their respective
successors-in-interest and assigns. Each Party hereby represents to the other Party that its
execution and delivery of this Agreement as well as its respective signatories hereto have been
authorized by proper corporate act and shall not contravene its Articles of Incorporation and By-
laws and any existing provision of law, government rule or regulation.
11. Counterparts
This Agreement may be executed in any number of counterparts, each of which, when so executed,
shall be deemed to be an original, and which, when taken together, shall constitute one and the
same instrument; and any of the Parties hereto may execute this Agreement by signing any such
counterpart.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their
duly authorized representatives on the date and place first above written.
_________________________________ _________________________________
Kinette Jay Demafeliz Jassfer Roy C. Naval
CEO Sales Manager
___________________________ ___________________________
ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in the above jurisdiction, on this ______ day of
_______________________, personally appeared the following:
All known to me and to me known to be the same persons who executed the foregoing instrument
and they acknowledged to me that the same is their free and voluntary act and deed as well as that
of the corporations herein represented.
This instrument refers to a Confidentiality and Non-Disclosure Agreement consisting of six (6)
pages including this page whereon the acknowledgment is written, signed by the parties and their
witnesses on each and every page thereof and hereof.
WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above written.
Notary Public