NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

(for SEIR Information System account requestors/users)

KNOW ALL MEN BY THESE PRESENTS:

This Non-Disclosure and Confidentiality Agreement (Agreement) is entered into by and between

the Department of Health (DOH) – Epidemiology Bureau - Adverse Events

Following Immunization Unit, organized and existing and by virtue of the laws of the
Republic of the Philippines with office address at San Lazaro Compound, Rizal Avenue,
Sta. Cruz, Manila, Philippines, represented by MARIA ROSARIO
SINGH-VERGEIRE, Officer-in-Charge, Department of Health,
Concurrent Undersecretary, Public Health Services Team and
hereinafter referred as “FIRST PARTY”,

and

_________________________________, of legal age, with residence at, (Address of

the second party) _____________________________________, hereinafter referred as
“SECOND PARTY”,

and hereinafter referred to as “PARTIES.”

SECTION 1. CONFIDENTIAL INFORMATION. The Second Party understands that the First Party has
disclosed or may disclose information (in all forms of communication). Furthermore, all information received by
Second Party, including but not limited to the following:

a. Personal identifiable information, clinical or otherwise, collected or processed by information

systems or other means related to the exercise of public health functions in the context of all
adverse events following immunization;

b. First Party internal communications, whether in written, oral, electronic form, notes,
memoranda, and other documentation prepared by and/or First Party relating to, derived from,
and/or incorporating its Confidential Information;

c. information covered by the List of Exceptions of the Executive Order No. 2 s. 2016, otherwise
known as the “Freedom of Information”;

d. information covered by the Republic Act No. 10173, otherwise known as the “Data Privacy Act
of 2012”;

e. First Party documents marked as “Confidential”, “Attorney-Privilege Communication”, “Internal

Document”, or similar;

f. Confidential Information disclosed prior to the date of this Agreement; and

g. the Agreement itself

shall be treated as CONFIDENTIAL INFORMATION.

SECTION 2. EXCEPTIONS TO CONFIDENTIAL INFORMATION. The following shall be the only exemptions as
Confidential Information as provided in this Agreement:

a. information which has become publicly available other than through breach of this agreement
or other wrongful act of both Parties and/or their representatives;

b. information obtained from a third party who is free to disclose it;

c. in the possession of the Second Party, free of any obligation of confidence at the time the
confidential information was acquired;

d. approved for release by written authorization of a duly authorized official from the First Party;

e. information disclosed by the Second Party with the written consent of the First Party;

f. is independently developed or discovered by the User without reference to any confidential

information said Second Party obtained in the course of his/her duties; and

g. in response to a valid order by a court or other governmental body, or as required by law;

provided that the Second Party shall give prompt written notice of such order or requirement
to the First Party, through his/her immediate superior, prior to disclosure and that the extent of
such disclosure shall be proportionate to the purpose.

In case of doubt regarding the confidentiality of a particular piece of information, both Parties agree that
such information is Confidential Information.

SECTION 3. OBLIGATION TO MAINTAIN CONFIDENTIALITY. The Second Party is obliged to maintain

confidentiality through the following, but not limited to the following means:

a. practice extraordinary diligence in preserving the secrecy of the Confidential

Information, and in ensuring its non-disclosure to third parties;

b. disclosure to other employees of the First Party shall be made only on a “need to know”
basis and when the recipient of the Confidential Information agrees to be bound by the
terms of this Agreement;

c. Second Party agrees that, in the event he/she must download, access, process, transfer,
or otherwise communicate Confidential Information, Second Party will comply with all
laws and regulations applicable to exports and re-exports of data and information and will
not, directly or indirectly, export or re-export any Confidential Information in violation of
such laws and regulations, including without limitation, those prohibiting export or
re-export to restricted countries or without governmental authorization;

d. immediately apprise the First Party of any unauthorized disclosure of Confidential

Information within twenty-four (24) hours from knowledge and give assistance to such
party in obtaining protective remedies.

In the event of failure to comply with the confidentiality obligation, Second Party shall be held liable to
sanctions as deemed appropriate by First Party, including the filing of a case in a court of law.

SECTION 4. RESTRICTIONS ON THE CONFIDENTIAL INFORMATION. The Second Party shall not make any
alterations, reproductions, disclosure or use of the Confidential Information for his/her own benefit to the
detriment of the others, except as follows:
 a. The Second Party may use such Confidential Information furnished by the First Party in
furtherance of the purposes agreed upon; and

b. The Second Party may use such Confidential Information in accordance with any written
authorization received from the First Party.

Furthermore, the Second Party will not directly or indirectly attempt to reverse engineer, decrypt,
disassemble, decompile, decipher, reconstruct or re-orient the circuit design, algorithms, logic or program code
for the AEFI Information System, models or prototypes, which contain Confidential Information, provided to
him/her.

SECTION 5. EXCEPTIONS TO THE RESTRICTIONS ON THE CONFIDENTIAL INFORMATION. The

limitations on alteration, reproduction, disclosure or use of the Confidential Information shall not apply
under any of the following conditions:

a. If, prior to its receipt, Second Party lawfully obtained the same from other sources, and independently
developed it. Provided, such sources did not receive it due to a breach of an agreement with the First
Party, and Second Party has prior knowledge of such breach.

b. If, after its receipt:

(i) said Confidential Information is published by the First Party or is disclosed by the First
Party to others without a restriction on its alteration, reproduction, disclosure and use, or

(ii) when it has been lawfully obtained by the Second Party from other sources which he/she,
with reasonable certainty, believes to have lawfully acquired the same.

c. If the Second Party is required by the court, proper government agencies, laws, rules or regulations to
disclose Confidential Information, provided, a reasonable opportunity is first provided to the First Party
to contest such disclosure (See Section 3(d) of this Agreement). Second Party shall get explicit consent
from First Party and reasonably assist First Party to obtain any available protective remedy (at the
expense of the First Party).

SECTION 6. DISCLAIMER. There is no representation of warranty, express or implied, made by the First Party
as to the accuracy or completeness of any of its Confidential Information.

SECTION 7. GOVERNING LAW AND DISPUTE RESOLUTION. (1) Only the laws of the Republic of the
Philippines shall govern and apply to the provisions of this agreement. Court actions shall be initiated exclusively
in the courts of the City of Manila, which has the sole and exclusive jurisdiction over the causes of actions arising
from this agreement.

(2) This notwithstanding, any dispute or difference between the Parties relating to their rights or
obligations under this agreement shall first be settled amicably between them. If the parties are unable to
resolve the matter amicably within a period of ten (10) business days, then either party may submit the
dispute to available alternative dispute resolutions.

(3) The alternative dispute resolution, be it mediation, conciliation or arbitration, shall be conducted in
accordance with the Philippine Laws on Alternative Dispute Resolution. Venue shall be exclusively within the
Philippines. Parties agree that any settlement pursuant to the above alternative dispute resolution shall be
enforceable in the afore-cited court exercising exclusive jurisdiction against any Party participating in the
alternative dispute resolution. The Parties likewise agree that any award in this connection shall be the sole
remedy for all claims and counterclaims concerning the matter in dispute.
 SECTION 8. SEPARABILITY CLAUSE. Should any provision of this agreement be held by a court of law to be
illegal, invalid or unenforceable, the remaining provisions of this agreement shall not be affected or impaired.

SECTION 9. EFFECTIVITY CLAUSE. This Agreement shall take effect immediately upon the start of
employment of the persons.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement this ________ day of
___________, year _____.

FIRST PARTY SECOND PARTY

MARIA ROSARIO SINGH-VERGEIRE, MD, MPH, CESO II ___________________________________

Officer-in-Charge, Department of Health Signature over PRINTED NAME
Concurrent Undersecretary, Public Health Services Team ___________________________________
Role / Position / Designation
___________________________________
Organization / Facility / Office