CONFIDENTIALITY NON-DISCLOSURE CLAUSE

I, ____________________of legal age, with address at _________________

hereinafter referred to as the "Employee",
- and
___________________________., a corporation duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with office address at No. Philippines,
duly represented in this act by its representative herein referred to as the "Employer";
WITNESSETH, That:
WHEREAS, in order to protect the Confidential Information, the parties agree as follows:
___________________
1.
During the effectivity of this service agreement/employment, or after the termination
thereof, agree that the Confidential Information and Proprietary Data constitute trade secrets
of ________________________., for whatever reason, disclose, or distribute to any person
or entity, unless otherwise necessary for the proper performance of my duties and
responsibilities under this agreement, or as maybe required by law, any confidential
information, messages, data, business transaction, trade secrets acquired by me in the
course of my employment or during the pendency thereof including but not limited to the
company business of ______________________ to protect the confidentiality of their
business Information.
2.
"Confidential Information" means all information of any kind, whether in written or
other tangible form or orally or visually furnished, which ought reasonably and mutually to be
understood by the parties to be confidential or which is mutually identified by them as being
confidential including, but not limited to the following:
(a) information relating to commercial, financial, marketing, technical, planning or other
business affairs and internal records of both parties; as well as, reproduce, copy or
permit to be reproduced or copied Confidential Information in any medium or form;
(b) trade secrets, know-how, methods, techniques, processes, programs, and other
information relating to products, services or processes marketed or used in the
course business of both parties; and
(c) Customers lists and other information relating to other persons, including customers,
subcontractors, employees, and co-ventures or any of their customers or potential
customers.Notwithstanding the foregoing enumeration, in case of doubt as to
whether particular information is confidential, the same shall be treated as
confidential.
(d) 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 by the original disclosing party, and they have been
advised of the confidential and proprietary nature of the Information and have agreed
to protect the same.
3.
Upon termination of this Agreement, the company shall demand the immediate
return of all copies of documents and materials containing Confidential Information disclosed
to one party to the possession or control of _____________ within (1) one month from

completion of the mutual purpose or purposes of the parties, or receipt of a written request
from the other party, which written request shall enumerate the specific documents and
materials wished by the disclosing party to be returned to it by the receiving party. The
receiving party shall certify in writing to the Disclosing Party that it retains no copy and has
fully complied with the requirements of this clause.
Confidential Information shall survive for the period of five (2) years counted from the date of
such expiration or termination.
4.
It is expressly understood and agreed that this Agreement does not create or define
the terms of any contract of employment, whether expressed or implied, nor does this
Agreement create any guarantee of continuing employment between Employer and
Employee. The parties understand and agree that Employee's relationship with Employer is
terminable "at will," such that either Employer or Employee may terminate the relationship
with or without cause or prior notice to the other party.
I HEREBY CERTIFY that I have read and have fully understood the foregoing terms and
conditions of my employment with _______________ and that I accept the same completely.

________________________________
Signature Over Printed Name

SIGNED IN THE PRESENCE OF:

_______________________________

______________________________