UPLB TTBDO FORM NO.

08B

UNIVERSITY OF THE PHILIPPINES LOS BAÑOS

Technology Transfer and Business Development Office
Office of the Chancellor

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

(POTENTIAL TAKER/COLLABORATOR)
As a potential taker/collaborator of developed product/process/technology/ of the UNIVERSITY OF
THE PHILIPPINES (UP), and in consideration of the disclosure of any and all of its confidential and
proprietary information and the use thereof and its resources in the course of commercial
discussion/marketing/licensing of the developed product/process/technology, I,
____________________________, Filipino, of legal age, and resident of
__________________________, hereby freely and voluntarily agree as follows:

1. This Agreement covers and shall apply to any and all confidential and proprietary information of
UP that was made known and disclosed to me by UP, including but not limited to creative, intellectual, and
industrial outputs, materials, products and processes, production designs, market data, trade and business
proposals and techniques, plans and programs, specifications, procedures and methodologies, databases
and confidential records on its constituents, research projects, clients and customers, software programs
which include any and all source codes and related technical data, whether disclosed orally and/or in written,
non-written, graphic, schematic, electronic mode, or learned through observation, examination and/or use
thereof. For brevity, said confidential and proprietary information of UP are collectively and commonly
referred to as “Confidential Information.”

2. Given the disclosure and my access and/or use of the Confidential Information of UP, I agree to
the following:

a. To hold the Confidential Information in strict confidence

b. Not to disclose such Confidential Information to any and all third parties, including close friends
and relations within the 4th degree, during my rendition of services, employment, consultancy with UP and
even after cessation thereof; and
c. Not to use any Confidential Information for personal gain or personal commercial advantage
and/or for any other non-University purposes.

Accordingly, I agree and expressly understand that under no instance shall the Confidential Information be
disclosed in print, or in any forum, meeting, conference or public gathering, with any and all third parties,
including potential employers and/or business enterprises which are engaged or likely to engage in a trade
or business that may or shall likely use and exploit the Confidential Information without the consent of
UP.

Additionally, I agree not to file any patent applications or any other applications for the protection of
copyright and other intellectual property rights claiming any information, data, developments, discoveries,
technologies, inventions and the like arising from the use of Confidential Subject Matter or that could not
have been made, developed or discovered but for access to Confidential Information of UP.

3. Confidential Information shall not include information which:

Due acknowledgement is given to the Technology Transfer and Business Development Office of the UP System
from whose Confidentiality and Non-Disclosure Agreement form this document is patterned. Page 1
UPLB TTBDO FORM NO. 08B

UPLB TECHNOLOGY TRANSFER AND BUSINESS DEVELOPMENT OFFICE

OFFICE OF THE CHANCELLOR

a. Is now, or hereafter becomes, through no act or failure to act on the part of UP, generally known
or available to the public;
b. Was acquired before receiving such information;
c. Is hereafter rightfully furnished by a third party without restriction as to use or disclosure; or
d. Is disclosed with the prior written consent of UP

4. I agree not to remove any Confidential Information from the premises of UP without its prior
written approval. I also agree to observe, exercise and execute extreme care in protecting the confidentiality
of any Confidential Information which is removed, only with UP’s prior written approval, from UP’s
premises. I also agree to comply with any and all terms and conditions that UP may impose upon any such
approved removal, such as conditions that removed Confidential Information and all copies must be
returned by a certain date, and that no copies are to be made off UP’s premises.

5. Upon UP’s request, I will promptly return to UP all tangible items containing or consisting of UP’s
Confidential Information and all copies thereof.

6. In the course of the conduct and implementation of the Project and/or any related activity, I
understand and agree that any product, process, technology, know-how, invention, and/or innovation
derived, arising and/or otherwise the result thereof which may or may not include the access to and use of
Confidential Information, exclusively belongs to and is an institutional work of UP.

7. I acknowledge that all Confidential Information is owned solely and exclusively by UP and subject
to the provisions of its 2011 IPR Policy which I have read, understood and acknowledged as may be
amended or revised hereafter. I understand and hereby affirm that the unauthorized disclosure or use of
such Confidential Information would cause irreparable harm and significant injury, the degree of which
may be difficult to ascertain. Accordingly, I agree that UP shall have the right to obtain an immediate
injunction enjoining any breach of this Agreement, as well as the right to pursue any and all other rights
and remedies available at law or in equity for such breach. For violation of any and all terms and conditions
of this Agreement, I also agree that I will pay UP the value of liquidated damages.

8. This Agreement shall be constructed, interpreted and applied in accordance with the laws of the
Republic of the Philippines. Subject to terms and conditions regarding the removal of Confidential
Information from UP’s premises as set forth under Section 4, this Agreement is the complete and exclusive
statement regarding the subject matter of this Agreement and supersede all prior agreements, understanding
and communications, oral or written, between the parties regarding the subject matter of this Agreement.

9. In the event of dispute arising and/or resulting from this Agreement, I expressly agree that the
venue thereof shall be in the proper courts of Quezon City, Metro Manila. I also agree to the mediation,
arbitration, and other alternative modes of dispute resolution in accordance with the Arbitration Rules of
the United Nations Commission on International Trade Law (UNCITRAL) as adopted in Republic Act of
No. 9285 or the Alternative Dispute Resolution (ADR) Law of 2004, subject, however, to the condition
that conflicts pertaining to inventorship, patent and other related rights, shall first be resolved by the Office
of the Vice President for Academic Affairs of UP pursuant to Article 5 (6) of its IPR Policy of 2011, as may
be amended or revised hereafter.

10. This Agreement shall remain in effect during the entire period of professional engagement with
UP. This Agreement shall also remain in effect for five (5) years thereafter, counted from the date of the

Due acknowledgement is given to the Technology Transfer and Business Development Office of the UP System
from whose Confidentiality and Non-Disclosure Agreement form this document is patterned. Page 2
UPLB TTBDO FORM NO. 08B

UPLB TECHNOLOGY TRANSFER AND BUSINESS DEVELOPMENT OFFICE

OFFICE OF THE CHANCELLOR

last disclosure of Confidential Information, or until the information becomes known to the public,
whichever date comes earlier.

IN WITNESS WHEREOF, I have signed and executed this Agreement this ______day of
____________ 2024 in Los Baños, Laguna, Philippines 4031.

__________________________________________
(Printed Name and Signature of Company Representative)

__________________________________________
(Name of Company)

Signed in the Presence of:

________________________________ __________________________________

Due acknowledgement is given to the Technology Transfer and Business Development Office of the UP System
from whose Confidentiality and Non-Disclosure Agreement form this document is patterned. Page 3
UPLB TTBDO FORM NO. 08B

UPLB TECHNOLOGY TRANSFER AND BUSINESS DEVELOPMENT OFFICE

OFFICE OF THE CHANCELLOR

ACKNOWLEDGEMENT

Republic of the Philippines)

Los Baños, Laguna ) s.s.

BEFORE ME, a Notary Public for and in Los Baños, Laguna, personally appeared ___________________
who exhibited to me his/her Driver’s License/ Passport/ SSS/ GSIS No. ________ issued on
_____________________, known to me and to me known as the same person who executed and signed
the foregoing Confidentiality and Non-Disclosure Agreement, and who acknowledged before me that the
same is his/her free and voluntary act and deed.

This document, including this acknowledgement portion, consisting of four (4) pages, was signed before
me by the party and his/her instrumental witnesses on each and every page hereof.

WITNESS MY HAND AND SEAL this _______________ day of ________________ 20__.

NOTARY PUBLIC

Doc. No. _____; Page No. ____;

Book No. _____; Series of 20__

Due acknowledgement is given to the Technology Transfer and Business Development Office of the UP System
from whose Confidentiality and Non-Disclosure Agreement form this document is patterned. Page 4