Non Disclosure Agreement

NON-DISCLOSURE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This NON-DISCLOSURE AGREEMENT is made and entered into by and

between:
________________ CORPORATION, a corporation duly organized and

existing under and by virtue of the laws of the Republic of the Philippines,
with office address at _______________________, duly represented in this
act by ___________________, of legal age, Filipino, married, and the
_____________________ hereinafter known as the "DISCLOSING
PARTY";
-- and --
___________________________, of legal age, Filipino, single/married,

________________________ and a resident of
___________________________________________________, hereinafter
referred to as the "RECIPIENT;
WITNESSETH:
1. That the DISCLOSING PARTY is _________________________, as

such, it may disclose all information of any kind, whether in written or
other tangible form or orally or visually furnished to the RECIPIENT in
the course of the latters employment which is considered to be
confidential and/or proprietary information such as but not limited to
the following:
1
a. Information relating to commercial, financial, marketing
strategies, techniques, planning or other business affairs and
internal records of the DISCLOSING PARTY; and
b. All information enumerated under the Companys Manual of
the DISCLOSING PARTY which is deemed to be confidential
in nature.
2. That notwithstanding the foregoing enumeration, in case of doubt as

to whether particular information is confidential, the same shall be
treated as confidential;
3. That RECIPIENT includes all his agents, associates, employees of

other companies, advisors, and other authorized representatives;
4. That the RECIPIENT shall not disclose any or all parts of the
Confidential Information to any person, including any third party or
employee of the parties, unless such persons are required to have
knowledge of the Confidential Information for the parties to achieve
their mutual purposes, as may be determined and with the express
consent by the DISCLOSING PARTY, and they have been advised of
the confidential and proprietary nature of the Information and have
agreed to protect the same;
5. That the RECIPIENT shall not or reproduce, copy or permit to be

reproduced or copied Confidential Information in any medium or form;
Provided, that the RECIPIENT shall AT ALL TIMES protect the
Confidential Information to prevent its unauthorized use,
dissemination or publication;
6. That the RECIPIENT shall maintain all Confidential Information in

confidence and to use it solely and exclusively for the mutual purpose
or purposes of the parties, for which the Confidential Information was
disclosed, and not for any other purpose or benefit or for the purpose
or benefit of any unauthorized third party;
7. That the RECIPIENT shall immediately notify the DISCLOSING
PARTY in writing or verbal, if the former obtain any information or
2
being aware of any disclosure of Confidential Information that it knows
or believes to be unauthorized;
8. That this Agreement is not assignable by the RECIPIENT without the

prior written consent of the DISCLOSING PARTY. Any attempt by the
RECIPIENT to assign or transfer any of the rights, obligations or
duties of this Agreement without the prior written consent of the
DISCLOSING PARTY shall be void and of no effect and entitles the
DISCLOSING PARTY to suppress the same;
9. That upon notice of resignation or termination of the RECIPIENTs

employment with the DISCLOSING PARTY, the latter shall demand
the former the immediate return of any and all copies of documents
and materials and other written, printed, or tangible materials in its
possession containing Confidential Information disclosed to the
RECIPIENT by the DISCLOSING PARTY within (5) five working days
from the said notice of resignation or termination of RECIPIENTs
employment, provided further, that the RECIPIENT shall certify in
writing to the DISCLOSING PARTY that it retains no copy and has
fully complied with the requirements of this Agreement;
10. That notwithstanding the resignation or termination of RECIPIENTs

employment with the DISCLOSING PARTY, the obligation of the
RECIPIENT to protect the Confidential Information in strictest
confidence for the sole and exclusive benefit of the DISCLOSING
PARTY and the restrictions on use of Confidential Information shall
survive and shall not be use by the RECIPIENT for his/her own
benefit, or in favor of the third person or any juridical entity;
11. That the failure of the DISCLOSING PARTY to enforce its rights
under this Agreement at any time for any period shall not be construed
as a waiver of DISCLOSING PARTYs rights;
12. That the non-conformity of this Agreement by the RECIPIENT shall

entitle the DISCLOSING PARTY to bring about disciplinary and,
possibly, legal action. Provided further, that the DISCLOSING PARTY
may terminate the RECIPIENTs employment with the DISCLOSING
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PARTY who willfully or regularly breaches this Agreement for personal
profit;
13. That the RECIPIENT by signing of this Agreement expressly give its
consent to be bind on its provisions without any force or intimidation
on the part of the DISCLOSING PARTY; and
14. That this Agreement refers to as a Non Disclosure Agreement

which contains four (4) pages in which the parties signed on each and
every page thereof.
IN WITNESS WHEREOF, the parties have hereunto set their hands this
___ day of ____________ 20__, at __________________
__________ CORPORATION
Disclosing Party
Represented by:
__________________________
_________________________
Recipient Party
_____ I.D No.________________

Non Disclosure Agreement

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NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This NON-DISCLOSURE AGREEMENT is made and entered into by and

________________ CORPORATION, a corporation duly organized and

___________________________, of legal age, Filipino, single/married,

1. That the DISCLOSING PARTY is _________________________, as

2. That notwithstanding the foregoing enumeration, in case of doubt as

3. That RECIPIENT includes all his agents, associates, employees of

5. That the RECIPIENT shall not or reproduce, copy or permit to be

6. That the RECIPIENT shall maintain all Confidential Information in

8. That this Agreement is not assignable by the RECIPIENT without the

9. That upon notice of resignation or termination of the RECIPIENTs

10. That notwithstanding the resignation or termination of RECIPIENTs

12. That the non-conformity of this Agreement by the RECIPIENT shall

14. That this Agreement refers to as a Non Disclosure Agreement

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