CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
THIS CONFIDENTIALITY AND NON-DISCLOSURE
AGREEMENT (‘Agreement’) is in favor of PEARSON
EDUCATION LIMITED as of the Effective Date, which is the
date of the last signature of this Agreement.
WHEREAS:
A. The Recipient will provide customer services to Pearson as
required by Pearson. (Service)
B. In performing the Service, Pearson may disclose certain
information which it desires the Recipient to treat confidentially.
Pearson and Recipient are collectively referred to as the
“Parties” and each, a “Party”.
NOW THEREFORE, in consideration of Pearson’s disclosure
of the Confidential Information to Recipient, Recipient agrees
as follows:
1. “Confidential Information” means all information
and materials, whether in oral, written or other form, related to
Pearson (including, without limitation, business plans,
capitalization tables, budgets, and financial statements; costs,
prices, and marketing plans; contracts and licenses; employee,
customer, supplier, shareholder, partner or investor lists;
technology, know-how, business processes, trade secrets and
business models; notes, sketches, flow charts, formulas,
blueprints, and elements thereof; and source code, object code,
graphical design, user interfaces and other intellectual property,
including that of any customer, supplier or other third party)
provided by Pearson to Recipient which has not been made
publicly available by Pearson and which is: (i) marked
“Confidential” when disclosed or communicated by or on
behalf of Pearson to Recipient; (ii) communicated or disclosed
by or on behalf of Pearson to Recipient under written instruction
to keep such information or material confidential; or (iii) any
other information or material that is disclosed or communicated
by or on behalf of Pearson to Recipient which, by its nature or
by the circumstances of its disclosure, is or could reasonably be
expected to be regarded as confidential. For the avoidance of
doubt, the term Confidential Information shall include the fact
that the Parties are considering the Service and the fact that
Recipient has received any portion of the Confidential
Information or that any portion of Confidential Information has
been made available to Recipient. “Affiliates” of a Party means
any Recipient directly or indirectly controlling, controlled by, or
under common control with that Recipient.
2. Obligations of Recipient. Except as expressly
authorized by the prior written consent of Pearson, Recipient
must:
1
(a) keep the Confidential Information strictly confidential;
(b) safeguard all Confidential Information received by it by
using a reasonable degree of care, but not less than that degree
of care used by Recipient in safeguarding its own confidential
information;
(d) use the Confidential Information solely in connection with
the Service and for no other purpose;
(e) must notify Pearson as soon as practicable when it is aware
of any unauthorized access to the Confidential Information; and
(f) not disclose the Confidential Information to any third party
unless permitted under this Agreement.
3. Return of Confidential Information. Upon the
request of Pearson, Recipient will, at its election, either return
or destroy (which will be confirmed in writing by an authorized
representative of Recipient upon Pearson’s written request) all
Confidential Information in any tangible medium of expression
in whatever form or format. Notwithstanding the foregoing,
Recipient may retain reasonable copies of the Confidential
Information for compliance with applicable laws, rules or
regulations or to establish its rights under this Agreement;
provided, that such copies of the Confidential Information will
not be used or accessed for any other purpose.
4. Exclusions. The obligations of confidentiality and
restrictions upon use set out in this Agreement will not apply to
any Confidential Information which:
(a) was in the public domain prior to the date of this Agreement
or subsequently came into the public domain through no fault of
Recipient;
(b) is required to be disclosed by a judicial or administrative
proceeding in response to a valid order by a court, governmental
or regulatory body, provided that Recipient must provide
Pearson with as much notice as reasonably possible prior to such
disclosure, giving Pearson the opportunity to, at Pearson’s
expense, seek a protective order or other similar protection.
5. No License. This Agreement does not confer any
rights on a Recipient with respect to the Confidential
Information except as expressly set out in this Agreement. Title
to the Confidential Information shall remain solely in Pearson,
and Recipient may not use the Confidential Information except
as contemplated by this Agreement.
6. Term. The term of this Agreement will be for a
period of one (1) year from the Effective Date. This Agreement
will renew automatically for successive one-year terms unless it
is terminated by Pearson with 30 days’ notice prior to the end of facsimile or electronic copy is hereby deemed an original for all
the then-current term. purpose. This Agreement may be executed in separate
counterparts. Each counterpart will constitute an original and all
7. No Legal Obligations. This Agreement does not the counterparts together will constitute one document.
obligate either Party to enter into any business arrangement.
Recipient acknowledges that Pearson is not making any
representation or warranty as to the accuracy or completeness of
the Confidential Information and Pearson shall not be liable in IN WITNESS WHEREOF, Recipient has executed this
contract, tort or otherwise, resulting from Recipient’s use of Agreement in favor of Pearson as of the Effective Date:
Confidential Information or participating in the discussions and
negotiations relating to the Service. Recipient acknowledges
that it will be responsible for verifying the completeness and/or
accuracy of any Confidential Information to its own satisfaction.
Accepted by Recipient:
8. General. This Agreement may be modified only by
in writing signed by both Parties. If any term of this Agreement
is deemed unenforceable, the remaining terms will remain in full Signature:
force and effect. No failure or delay by a Party in exercising any
right, power or privilege hereunder shall operate as a waiver Name: Lea B. Abalos
thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise of any other rights, power or Date: July 17, 2023
privilege hereunder. Execution and delivery of this Agreement
electronically is hereby deemed valid and effective, and a signed

SCHEDULE

No. Item Details

1 Name of Recipient Lea B. Abalos

3 Telephone Number 09532407891

4 Email Address Lea.bungcasan@gmail.com