Mutual NDA iENG

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MUTUAL NON-DISCLOSURE AGREEMENT

This agreement (the “Agreement”) is entered this day of (the "June 7, 2022") between
Ienginfrastructure Phils. Inc., a company duly incorporated and existing under the laws of the Republic of
the Philippines, with SEC Registration No. as CS202010036 having its principal office at 14/F Net Cube
Centre, 3rd Avenue corner 30th Street, E-Square Zone, Bonifacio Global City, Taguig City, Manila 1634,
Philippines represented for the purposes of this Agreement by Khwaja Abdullah (the "First Party"),

and

Mirasol Engineering & Construction, a company duly incorporated and existing under the laws of the
Republic of the Philippines, with BIR Registration No. as 2RC00011760 and whose registered office is at
Villa Erlinda, Subdivision, San Jose, Antique, Philippines represented for the purposes of this Agreement
by _______________ (the "Second Party”).

As used herein, the term “Disclosing Party” shall refer to the First Party whenever the context refers to the
First Party’s Confidential Information being disclosed to the Second Party, which is referred to as
“Receiving Party” in that context. Conversely, the term “Disclosing Party” shall refer to the Second Party
whenever the context refers to the Second Party’s Confidential Information being disclosed to the First
Party, which is referred to as “Receiving Party” in that context.

The First Party and the Second Party are herein referred to individually as a “Party” and collectively as
“Parties”.

RECITALS

WHEREAS, The Parties have decided to enter into discussions about Site Build Services, Power
installation, including local supplies, SAQ, and Permitting. In this respect, each of the Parties may disclose
certain confidential and proprietary information to the other Party. The Parties wish to protect any such
information in accordance with the terms and conditions of this agreement (the "Agreement").

WHEREAS, in connection with such Purpose, each Party may disclose to the other Party confidential
technical and business information which the Disclosing Party desires the Receiving Party to treat as
confidential;

WHEREAS, the Parties wish to discuss and evaluate the Purpose while protecting the Disclosing Party’s
Confidential Information against unauthorized use or disclosure;

NOW, THEREFORE, for and in consideration of the disclosure to the Receiving Party of the
confidential and proprietary information of the Disclosing Party, the Parties agree as follows:

1. Interpretation:

In this Agreement, the following capitalized words shall have the following meaning, unless the context
requires otherwise:

Affiliates shall have the meaning given to it in Clause 2 hereunder;

Confidential Information shall have the meaning given to it in Clause 2 hereunder;


Persons shall have the meaning given to it in Clause 3 hereunder;

2. Either Party may make disclosure of certain of its proprietary and confidential information as
defined below ("Confidential Information"), in a manner permitting the most appropriate and certain
communication, i.e., orally, in writing, or partly orally and in writing. Confidential Information shall mean
any and all information as provided by the Disclosing Party to the Receiving Party pursuant to this
Agreement relating to the business of the Disclosing Party (or that of its affiliates or subsidiaries or
companies in which the ultimate shareholders of the Discloser have a percentage interest -collectively
hereinafter referred to as the “Affiliates”), and shall include but not be limited to any information or data
whether oral, written, electronic or visual or otherwise recorded, regarding the commercial, financial or
technical aspect of the affairs, business, plans or operations of the Disclosing Party or the Affiliates. Upon
request of the Disclosing Party, the Receiving Party agrees to promptly (a) return all Confidential
Information to the Disclosing Party, or (b) destroy all such Confidential Information and certify in writing
such destruction to the Disclosing Party by an appropriate officer of the Receiving Party.

3. Each Party hereby covenants and agrees that it (a) will not (either directly or indirectly) reveal or
disclose the other Party’s Confidential Information to any potential investor or person (said investor or
person being a physical person, partnership, association, corporation, fund or other entity) (collectively, the
“Persons”), unless the Purpose requires either Party to disclose such Confidential Information to such
Persons and subject to each Party causing such Persons to enter into a confidentiality agreement
substantially similar in content to this Agreement; (b) will treat all such Confidential Information received
as a trade secret confidential and proprietary in nature to the other Party; and (c) will safeguard the secrecy
of such Confidential Information by following procedures at least as stringent as those used in safeguarding
its own valuable confidential information and trade secrets.

4. Subject to Clause 3 above, each Party agrees that Confidential Information shall be strictly limited
to the Purpose specified in this Agreement, and thus hereby covenants and agrees not to, sell, lease, license
or otherwise use such Confidential Information, or distribute information regarding the relationship of the
Parties, either directly or indirectly, unless express, prior written authorization is obtained from the other
Party, signed by an appropriate officer.

5. To maintain the confidentiality attaching to Confidential Information, each Party shall (a) limit
disclosure of Confidential Information only to those of its employees, advisers, consultants, legal counsel,
members of the Party and third parties (if disclosure to such third parties is contemplated in furtherance of
the Purpose) (i) who have a reasonable need to know and use such Confidential Information in furtherance
of this Agreement; (ii) who have been informed of the confidential nature of the Confidential Information
of the other Party and of the obligations of the Party in respect thereof; (b) not make copies of Confidential
Information without the prior written approval of the other Party, except to the extent strictly necessary to
carry out the Purpose specified in this Agreement; (c) not use, reproduce, transform or store any
Confidential Information in an externally accessible computer or electronic information retrieval system
transmitted in any form or by any means whatsoever outside of its usual place of business; and (d) not make
any changes, modifications or enhancements to the Confidential Information, or to create any derivative
work from such Confidential Information, except as may be agreed to in writing by the Parties.

6. Nothing hereinabove contained shall deprive either Party of the right to use or disclose any
information (a) which is, at the time of disclosure, known to the trade or the public; (b) which becomes at
a date later than the time of disclosure known to the trade or the public through no fault of the Receiving
Party; (c) which is possessed by the Receiving Party, as evidenced by the Receiving Party's written records,
before receipt thereof from the Disclosing Party; (d) which is disclosed to the Receiving Party in good faith
by a third party who has an independent right to such information; (e) which is independently developed
by or for the Receiving Party without access to the information received from the Disclosing Party, as
evidenced by the Receiving Party's written records; or (f) which is required to be disclosed by the Receiving
Party pursuant to an order of a court of competent jurisdiction or other governmental agency having the
power to order such disclosure, provided the Receiving Party uses its best efforts to provide timely notice
to the Disclosing Party of such order in order to permit the Disclosing Party an opportunity to contest such
order.

7. Nothing hereinabove shall be construed as granting or implying any right to use any invention
connected with the Confidential Information. Nothing hereinabove shall be construed as granting or
implying any right to use any intellectual property right of the Disclosing Party. Further, nothing
hereinabove shall be construed as granting or implying any right or duty to purchase any material, process
or service. The obligations incurred in this Agreement shall terminate five (5) years after the date of last
disclosure of Confidential Information hereunder.

8. Each Party does not accept responsibility for, nor does it make a representation or warranty, express
or implied, with respect to the truth, accuracy, completeness or reasonableness of the Confidential
Information. The Disclosing Party shall not be liable to the Receiving Party or another person in respect of
the Confidential Information or its use.

9. The Receiving Party understands and agrees that the Disclosing Party is entitled, in the event of any
breach of this Agreement by the Receiving Party or any of its employees, directors, consultants, or any
member of the Receiving Party, to obtain a restraining order and/or injunction from any competent court of
equity to enjoin and restrain the Receiving Party and its employees or agents from any disclosure of the
Confidential Information of the Disclosing Party. Such equitable remedies shall be in addition to and not
in lieu of any damages to which the Disclosing Party may be entitled by law.

10. The Receiving Party agrees to indemnify and keep the Disclosing Party indemnified from and
against any and all loss suffered by the Disclosing Party as a result of any breach of this Agreement by the
Receiving Party or its employees, directors, consultants, or any member of the Receiving Party, including
any use of the Confidential Information by or on behalf of the Receiving Party otherwise than as permitted
under this Agreement. Without prejudice to any other right or remedy of the Disclosing Party, the
Receiving Party will account to the Disclosing Party for all profits of the Receiving Party obtained from
any use of the Confidential Information by or on behalf of the Receiving Party other than as permitted under
this Agreement.

11. This Agreement cannot be assigned by either party hereto without the other party’s written
permission, which consent shall not be unreasonably withheld.

12. This Agreement sets forth the entire agreement between the parties relating to the subject matter
hereof and can only be amended or modified by an amendment in writing signed by both parties. Failure of
either party to seek a remedy for the breach of this Agreement by the other shall not constitute a waiver of
the right of such party with respect to the same or any subsequent breach by the other party. If any part or
provisions of this Agreement shall be held unenforceable, such holding shall not affect the enforceability
of any other part or provisions of this Agreement. The terms of this Agreement and a party's obligation
hereunder may only be amended or modified by written agreement between the parties. This Agreement or
any interest therein shall not be assigned in whole or in part without the prior written consent of the other
party. This Agreement is entered into in contemplation of and shall be construed in accordance with the
laws of England and Wales excluding conflict of laws rules. Any dispute, controversy or claim arising out
of, or relating to, this Agreement including any dispute regarding its existence, its validity or termination
(“Dispute”) shall be submitted to senior representatives appointed by the Parties, who will meet to discuss
a resolution to the Dispute. If the appointed senior representatives are unable to resolve the Dispute within
10 days of either Party notifying the Dispute to the other Party, the Dispute shall be referred to and finally
resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into
this clause. The number of arbitrators shall be one. The seat of the arbitration shall be the proper courts of
Taguig City. The language to be used in the arbitral proceedings shall be the English language.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
duly authorized officers.

By: By:

________________ Henjie T. Mirasol


CTC No. 25650724

Date: Date: September, 19, 2022

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