"Non-Disclosure Agreement
This Non-Disclosure Agreement (the "Agreement") is entered into on this [Date] by and between [Disclosing Party], with a principal place of business at [Address] (the "Disclosing Party"), and [Receiving Party], with a principal place of business at [Address] (the "Receiving Party").
1. Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" shall mean any and all information disclosed by the Disclosing Party to the Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
2. Obligations of Receiving Party: The Receiving Party agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the Disclosing Party. The Receiving Party shall use the Confidential Information only for the purpose of [Purpose] and shall take all necessary precautions to protect the confidentiality of the Confidential Information.
3. Exceptions: The obligations set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was in the Receiving Party's possession prior to disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction.
4. Term: This Agreement shall remain in effect for a period of [Number] years from the date of this Agreement.
5. Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
[Disclosing Party]
By: _______________________
Name: _____________________
Title: ______________________
[Receiving Party]
By: _______________________
Name: _____________________
Title: ______________________
Date: ______________________
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NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement ("Agreement") is made and entered into this ____ day of _______, 20, by and between:
[DISCLOSING PARTY], a corporation/individual duly organized and existing under the laws of the Republic of the Philippines, with principal office/address at [ADDRESS], hereinafter referred to as the "Disclosing Party";
and
[RECEIVING PARTY], a corporation/individual duly organized and existing under the laws of the Republic of the Philippines, with principal office/address at [ADDRESS], hereinafter referred to as the "Receiving Party";
collectively referred to as the "Parties" and individually as a "Party".
1. PURPOSE
The Parties acknowledge that the Disclosing Party may share confidential and proprietary information with the Receiving Party for the purpose of [state purpose, e.g., business discussions, potential partnership, employment, etc.] (the "Purpose").
2. DEFINITION OF CONFIDENTIAL INFORMATION
For purposes of this Agreement, "Confidential Information" shall mean any data, documents, business strategies, financial information, technical information, trade secrets, intellectual property, customer lists, and any other proprietary or sensitive information, whether in written, oral, or electronic form, disclosed by the Disclosing Party to the Receiving Party.
3. OBLIGATIONS OF THE RECEIVING PARTY
The Receiving Party agrees to:
• Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party;
• Use the Confidential Information only for the Purpose stated herein;
• Implement reasonable measures to protect the confidentiality of the disclosed information;
• Return or destroy all Confidential Information upon termination of this Agreement or upon request of the Disclosing Party.
4. EXCLUSIONS
This Agreement shall not apply to any information that:
• Is publicly available at the time of disclosure or subsequently becomes publicly available without breach of this Agreement;
• Is lawfully received from a third party without restriction and without breach of confidentiality obligations;
• Is independently developed by the Receiving Party without reliance on the Confidential Information;
• Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party to allow for protective measures.
5. TERM AND TERMINATION
This Agreement shall remain in effect for a period of [number] years from the date of signing, unless earlier terminated by written agreement of both Parties. The obligations concerning confidentiality shall survive termination for [number] years thereafter.
6. NO LICENSE OR OWNERSHIP RIGHTS
Nothing in this Agreement grants the Receiving Party any rights, title, or interest in the Confidential Information, except the limited right to use it for the Purpose stated herein.
7. REMEDIES AND INDEMNIFICATION
The Receiving Party acknowledges that any breach of this Agreement may cause irreparable harm to the Disclosing Party and that monetary damages may not be a sufficient remedy. The Disclosing Party shall be entitled to seek injunctive relief and any other legal remedies available under Philippine law.
8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any disputes arising from this Agreement shall be settled through good faith negotiations. If unresolved, such disputes shall be submitted to the proper courts of [City, Philippines], to the exclusion of other courts.
9. MISCELLANEOUS PROVISIONS
• This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior agreements.
• Any amendments or modifications must be in writing and signed by both Parties.
• If any provision is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Neither Party may assign its rights or obligations under this Agreement without prior written consent of the other Party.
•
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
DISCLOSING PARTY:
[Name]
[Position]
[Company/Individual Name]
RECEIVING PARTY:
[Name]
[Position]
[Company/Individual Name]
SIGNED IN THE PRESENCE OF:
[Witness Name & Signature]
[Witness Name & Signature]
ACKNOWLEDGMENT
(Include Notarial Acknowledgment as per Philippine law requirements)
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