100 Data Privacy and Non-Disclosure Agreement

EMPLOYEE NON-DISCLOSURE AND DATA PRIVACY AGREEMENT
As an employee of Manila Toll Expressway Systems, Inc. (“Company”), I agree to comply

with the provisions of this Employee Non-Disclosure and Data Privacy Agreement
(“Agreement”):
1. Confidentiality. I acknowledge that during the course of performing my assigned

duties, pursuant to or in relation to my employment with the Company, I may have
access to or use Confidential Information that is valuable to the Company. For
purposes of this Agreement, “Confidential Information” means all information which
are not generally known or readily available to the public, relating to the Company, its
parent, subsidiaries, affiliates and related companies, their past, existing or future
businesses, operations, plans or projects (whether verbal or written, in tangible or
intangible form). This includes but is not limited to:
a. technical information concerning products and services, including product

know-how, configurations, designs, devices, diagrams, software code, test
results, processes, inventions, research projects and product development,
technical memoranda and correspondences;
b. business information concerning Company’s businesses including cost
information, profits, sales information, accounting and unpublished financial
information, business plans, markets and marketing strategies, customers
lists and customers information, procurement strategies, suppliers lists and
suppliers information, and advertising strategies;
c. information concerning employees including salaries, strengths, weaknesses
and skills; and
d. any other information not generally known to the public which, if misused or
disclosed, could reasonably be expected to adversely affect Company’s
business.
2. Non-disclosure Obligations. I commit and agree to receive and hold the

Confidential Information in confidence. Without limiting the generality of the
foregoing, I further commit and agree:
a. to protect and safeguard the Confidential Information against unauthorized

use, disclosure, publication or dissemination;
b. not to make any copies of the Confidential Information except with the prior
written approval of the Company’s authorized personnel, or if required for the
performance of my duties;
c. to use the Confidential Information or any part thereof solely in connection

with and for the purpose of performing my assigned duties;
d. not to use the Confidential Information or any part thereof, or permit the use
of the Confidential Information for my own or for any third party’s benefit;
e. not to, directly or indirectly, in any way, reveal, report, publish, disclose, or
transfer the Confidential Information or any part thereof; and
f. in the event that I become aware of any unauthorized use, disclosure,

publication or dissemination of the Confidential Information or any part
thereof by any unauthorized person, I shall immediately inform the authorized
personnel of the Company.
Non-Disclosure and Data Privacy Agreement Version 2019 P a g e |1

For purposes of this Agreement, “authorized personnel” shall mean the
Employee’s immediate superior and/or the next level superior/s.
3. No Right to Confidential Information. I acknowledge and agree that:
a. no license, either expressed or implied, is hereby granted to me by the

Company to use the Confidential Information or any part thereof; and
b. I do not have any claim, right, title, property or other interest of any kind or
nature in the Confidential Information belonging to the Company.
4. Compliance with Data Privacy Act. I agree to comply with the applicable provisions
of the Data Privacy Act of 2012, also known as Republic Act No. 10173, its
implementing rules and regulations, the issuances and circulars (collectively,
"Privacy Laws") by the National Privacy Commission, as well as applicable personal
data privacy policies and guidelines by the Company.
At all times, I shall implement the applicable and reasonable level of organizational,
physical, and technical security measures to ensure the confidentiality, integrity, and
availability of any personal information and sensitive personal information as defined
under the Privacy Laws (collectively “Personal Data”) that I may be processing
pursuant to the performance of my duties, and the Privacy Laws.
To the extent applicable and required under the Privacy Laws and this Agreement, I
shall, (i) not assign to another employee or personal information processor the
processing of Personal Data assigned to me without prior instruction from the
Company’s authorized personnel; and (ii) immediately inform the Data Protection
Officer of the Company within twenty-four (24) hours or earlier, if upon reasonable
belief, a security incident or personal data breach has occurred.
5. Return of Confidential Information and Personal Data. Upon cessation of my

employment with the Company, I agree to (i) promptly deliver and turnover to the
Company all the Confidential Information and Personal Data, in whatever form, in my
possession; and/or (ii) at the option of and in accordance with the instructions of the
Company, delete and destroy copies, in whatever form, of such Confidential
Information and Personal Data in my possession.
6. Non-disclosure Obligation After Employment. My obligation to maintain the

confidentiality and security of the Confidential Information as well as the Personal
Data shall continue even after the end of my employment with the Company.
I understand and agree that my failure to fulfill any of the obligations set forth in this
Agreement and/or my violation of any terms thereof shall result in my being subject to
appropriate disciplinary action, up to and including, termination of employment in accordance
with applicable Company Rules and Regulations. I acknowledge that the foregoing shall be
without prejudice to my personal liability arising from any legal action that may result from
such breach or violation, which will include reimbursement of all costs and expenses
(including cost of suit and attorney’s fees) incurred in connection therewith.
Employee Signature ________________________________
Date ________________________________
Employee Name ________________________________
Position ________________________________
Non-Disclosure and Data Privacy Agreement Version 2019 P a g e |2

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EMPLOYEE NON-DISCLOSURE AND DATA PRIVACY AGREEMENT

As an employee of Manila Toll Expressway Systems, Inc. (“Company”), I agree to comply

1. Confidentiality. I acknowledge that during the course of performing my assigned

a. technical information concerning products and services, including product

2. Non-disclosure Obligations. I commit and agree to receive and hold the

a. to protect and safeguard the Confidential Information against unauthorized

c. to use the Confidential Information or any part thereof solely in connection

f. in the event that I become aware of any unauthorized use, disclosure,

Non-Disclosure and Data Privacy Agreement Version 2019 P a g e |1

3. No Right to Confidential Information. I acknowledge and agree that:

a. no license, either expressed or implied, is hereby granted to me by the

5. Return of Confidential Information and Personal Data. Upon cessation of my

6. Non-disclosure Obligation After Employment. My obligation to maintain the

Employee Signature ________________________________

Employee Name ________________________________

Non-Disclosure and Data Privacy Agreement Version 2019 P a g e |2

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