Contracts

CONFIDENTIALITY/NON-DISCLOSURE AGREEMENT

This Confidentiality / Non-Disclosure Agreement (NDA) ("Agreement") is made and entered into this [Day] of [Month, Year], at [Place of Execution], by and between:

[Company/Disclosing Party’s Name], a company duly organized and existing under the laws of the Republic of the Philippines, with office address at [Company Address], represented herein by [Authorized Representative’s Name], [Position], hereinafter referred to as the “Disclosing Party”;

AND

[Receiving Party's Full Name], of legal age, [civil status], [nationality], and residing at [Receiving Party’s Address], hereinafter referred to as the “Receiving Party”;

The Disclosing Party and the Receiving Party are collectively referred to as the “Parties”.

WHEREAS, the Disclosing Party possesses confidential and proprietary information that must be protected from unauthorized disclosure;

WHEREAS, the Receiving Party, in the course of their employment, business transaction, or contractual engagement, may have access to such confidential information and agrees to maintain its confidentiality;

NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the Parties hereby agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

1.1. Confidential Information refers to all non-public, proprietary, or sensitive data disclosed by the Disclosing Party to the Receiving Party, whether in oral, written, electronic, or other tangible form, including but not limited to:

• Business strategies, financial data, and marketing plans;

• Customer lists, contracts, and vendor details;

• Trade secrets, patents, and proprietary technologies;

• Employee records and operational procedures;

• Any other information marked as "Confidential" or disclosed under circumstances indicating confidentiality.

1.2. Exclusions: Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement;

• Was lawfully obtained by the Receiving Party from a third party with no confidentiality obligation;

• Is independently developed by the Receiving Party without reference to the Confidential Information.

2. OBLIGATIONS OF THE RECEIVING PARTY

2.1. The Receiving Party agrees to:

• Maintain the confidentiality of the disclosed information and exercise the same degree of care as it does with its own confidential materials.

• Use the Confidential Information solely for [state purpose, e.g., business discussions, employment-related matters, project execution].

• Not disclose, distribute, or reproduce the Confidential Information without prior written consent of the Disclosing Party.

2.2. The Receiving Party shall ensure that employees, consultants, or third parties who receive the Confidential Information comply with the obligations under this Agreement.

3. DURATION OF CONFIDENTIALITY

3.1. The obligations of confidentiality shall remain in effect:

• During the term of [employment, business relationship, project duration], and

• For a period of [e.g., two (2) years] after termination of the engagement.

3.2. The duty of confidentiality continues indefinitely for trade secrets and proprietary technologies unless otherwise waived in writing by the Disclosing Party.

4. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

4.1. Upon termination of this Agreement or upon request by the Disclosing Party, the Receiving Party shall:

• Return all documents, files, and materials containing Confidential Information;

• Delete or destroy any electronic copies, unless retention is legally required.

5. LEGAL REMEDIES AND PENALTIES

5.1. Any breach of this Agreement shall entitle the Disclosing Party to seek legal remedies, including:

• Injunctive relief to prevent further disclosure;

• Damages for losses incurred due to breach;

• Termination of employment/contract for employees or business associates.

5.2. In case of a dispute, the Parties agree to submit to the jurisdiction of the proper courts of [City/Province], Philippines.

6. MISCELLANEOUS PROVISIONS

6.1. No License Granted: This Agreement does not grant any license, ownership, or rights over the Confidential Information.
6.2. Severability: If any provision of this Agreement is found invalid, the remaining provisions shall remain in full force and effect.
6.3. Entire Agreement: This Agreement constitutes the entire understanding between the Parties regarding confidentiality.
6.4. Modification: Any amendments must be in writing and signed by both Parties.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this [day] of [month, year], at [place of execution].

SIGNED BY:

[Company/Disclosing Party’s Name]

By:
[Authorized Representative’s Name]

[Position]
Disclosing Party

[Receiving Party’s Full Name]

Receiving Party

SIGNED IN THE PRESENCE OF:     

[Witness 1 Name]

Witness

[Witness 2 Name]

Witness

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES
[Province/City/Municipality]) S.S.

BEFORE ME, a Notary Public for and in [Location], this ___ day of [month], [year], personally appeared the following persons:

1. [Disclosing Party’s Name], identified through [Government ID Type & Number], issued on [Date], representing [Company Name]; and

2. [Receiving Party's Name], identified through [Government ID Type & Number], issued on [Date],

both known to me to be the same persons who executed the foregoing Confidentiality/Non-Disclosure Agreement, and acknowledged that the same is their free and voluntary act and deed, as well as that of the entity they represent.

WITNESS MY HAND AND SEAL this ___ day of [month], [year], at [place of notarization], Philippines.

NOTARY PUBLIC

Doc. No. ____________
Page No. ____________
Book No. ____________
Series of [YEAR].