Confidentiality Agreement

CONFIDENTIALITY AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Agreement entered into by and between:
OMICO CORPORATION, a corporation organized and existing

under Philippine laws, with office address at 11th Floor, East Tower, PSE
Centre, Exchange Road, Ortigas Center, Pasig City, Metro Manila,
hereinafter referred to as ("Company");
- and -
_______________________________ , a corporation organized

and existing under the laws of ___________________, with office address
at
____________________________________________________________
_, hereinafter referred to as ("Consultant").
A C K N O W L E D G E S, That:
COMPANY has engaged CONSULTANT to prepare a Master Plan for its project
in ________________________.
As a consequence of the engagement by COMPANY, CONSULTANT will have

access to information not generally known to the general public or in the industry in
which COMPANY is or may become engaged about COMPANY's operation, business
plans, manuals, projects, records, financial informations, and related matters and it is the
desire of herein parties that said information be and remain confidential.
NOW THEREFORE, for and in consideration of the engagement of

CONSULTANT and other valuable consideration, receipt of which is hereby
acknowledged, the parties agree as follows:
1. Confidential Information
CONSULTANT acknowledges that during the course of its engagement by

COMPANY, CONSULTANT and its employees representatives or agents will be
exposed to secret and confidential business information belonging to
COMPANY, its affiliates and subsidiaries and other consultants which gives it or
them a commercial advantage over others. Except as may be required by law,
CONSULTANT, its employees, representatives, or agents agree for all time and
all purposes, to not use, directly or indirectly, for its own account or for the
account of any person, firm, corporation or other entity or disclose or disseminate
to any person, firm, corporation or other entity, COMPANY's or its affiliates,
subsidiaries' and consultants' proprietary information disclosed or entrusted to
CONSULTANT, its employees, representatives, or agents or developed or
1
generated by them in the performance of their obligations to COMPANY,
including but not limited to information relating to COMPANY's or its affiliates'
subsidiaries' and consultants' organizational structure, operations, business plans,
manuals, technical projects, pricing data, business costs, research data results,
inventions, trade secrets, customers lists or other work produced, developed by or
for COMPANY or its affiliates, subsidiaries and consultants, whether on the
premises of COMPANY or elsewhere.
2. Exceptions
The provisions of Paragraph 1 shall not apply to any proprietary, confidential or

secret information which is, at the commencement of the term of this Agreement
or at some later date, publicly known under circumstances involving no breach of
this Agreement.
3. Property and Documents
CONSULTANT acknowledges, understands and agrees that all manuals,

memoranda, notes, records, charts, formulae, client lists, price lists, marketing
plans, financial information, plans and specification, drawings, models and other
documents or property made, received, held or used by the CONSULTANT, its
employees, representatives or agents during the course of its engagement by
COMPANY shall be the property of COMPANY and shall be delivered by
CONSULTANT to COMPANY upon request at any time during the course of
engagement and upon the termination thereof. With respect to all confidential
information and other documents of COMPANY prepared by CONSULTANT,
CONSULTANT acknowledges that it is in a position of trust and subject to a
fiduciary duty to use the information only in the interest of COMPANY and its
business.
IN WITNESS WHEREOF, the parties have signed this Agreement this ___ day
of ________________ 199__, at ______________________.
OMICO CORPORATION __________________________

Company Consultant
By: By:
____________________ ____________________
Signed in the Presence of:
2
____________________ ______________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)

) S.S.
BEFORE ME, a Notary Public, in and for ___________, Metro Manila, this ___
day of ___________ personally appeared the following persons with their Community
Tax Certificate No.:
Name Comm. Tax Cert. No. Date/Place Issued
all known to me and to me known to be the same persons who executed the foregoing
Agreement and acknowledged the same as their own free will and deed.
This instrument consists of Three (3) pages including this page on which the
acknowledgment is written, signed by the parties and their witnesses on each and every
page thereof.
WITNESS MY HAND AND SEAL on the date and place first above written.
Doc. No. _____; Notary Public

Page No. _____;
Book No. _____;
Series of ____.
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CONFIDENTIALITY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement entered into by and between:

OMICO CORPORATION, a corporation organized and existing

_______________________________ , a corporation organized

As a consequence of the engagement by COMPANY, CONSULTANT will have

NOW THEREFORE, for and in consideration of the engagement of

CONSULTANT acknowledges that during the course of its engagement by

The provisions of Paragraph 1 shall not apply to any proprietary, confidential or

3. Property and Documents

CONSULTANT acknowledges, understands and agrees that all manuals,

OMICO CORPORATION __________________________

Signed in the Presence of:

REPUBLIC OF THE PHILIPPINES)

Name Comm. Tax Cert. No. Date/Place Issued

Doc. No. _____; Notary Public

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