NON DISCLOSURE AGREEMENT

THIS NON DISCLOSURE AGREEMENT (this “Agreement”) is entered into on

________________, 2013 (the “Effective Date”), by and between:

__________________, a corporation duly organized and existing by and under the

laws of the Republic of the Philippines, with principal office at
_________________________________________________________________ City
Philippines, herein referred to as the “COMPANY”;

- And -

, a corporation duly organized and existing by and under the

laws of _________, with principal offices at __________________________
___________________________________________, herein referred to as the
("SUPPLIER/CONTRACTOR").

RECITALS:

WHEREAS, the parties wish to enter into agreement in connection with the
Supplier/Contractor’s supply of products and services to the Company as specified in one or
more Purchase Order (“P.O.”) / Contract, all in accordance with the terms and conditions set
forth herein.

NOW, THEREFORE, in consideration of the mutual understanding set forth herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Confidentiality
a. Obligations of Nondisclosure. The parties agree to hold each other’s confidential
and proprietary information (the “Confidential Information”) in strict confidence. Each
party’s Confidential Information automatically includes information concerning such
party’s or its affiliates’ owned or licensed software and documentation, applications,
designs, methodologies, techniques, processes, information and technology systems,
global network infrastructure and related capabilities, patents, patent applications,
intellectual property, financial and accounting data, cost and pricing information, market
projections and analyses, strategies, business plans, business activities, research and
development, product design, performance specifications, schematics, contract terms,
customer lists, and identity of and information relating to prospective or existing
customers, suppliers and vendors, whether or not such information is marked as
confidential or proprietary. The parties agree not to disclose or make each other’s
Confidential Information available in any form to any third party or to use each other’s
Confidential Information for any purpose other than as necessary to perform its
obligations under this Agreement and to restrict disclosure of the Confidential
Information of the other party to its employees, agents, and consultants having a need
to know and who are under a similar obligation of non-disclosure. Each party agrees to
take all commercially reasonable steps to ensure that Confidential Information is not
disclosed or distributed by its employees, agents or consultants in violation of the
provisions of this Agreement. Upon the termination of this Agreement, each party shall
destroy and certify such destruction if requested by the disclosing party or return to the
other party all of the other party’s Confidential Information in its possession or control,
regardless of whether the Confidential Information is in written, graphics or
machine-readable form. The obligations of nondisclosure and nonuse set forth in this
Section with respect to the Confidential Information survives termination and binds both
parties, not to directly or indirectly, use, divulge, reveal, report, publish, transfer or
disclose, for any purposes whatsoever, any of such Confidential Information UNTIL a
prior written consent is obtained from the COMPANY.

b. Exceptions. Neither party shall have any liability for its use or disclosure of any
information that: (i) is already of public knowledge at the time of its receipt; (ii) has
 entered the public domain through no action or failure to act on the receiving party;
(iii) prior to disclosure hereunder was already lawfully in the receiving party’s possession
without any obligation of confidentiality; (iv) subsequent to disclosure hereunder is
obtained by the receiving party on a non-confidential basis from a third party who is not
bound by an obligation of confidentiality with respect to the information disclosed; (v) is
independently developed by the receiving party without use of, or reference to, the
other party’s Confidential Information; or (vi) is required by a court or governmental
agency having proper jurisdiction to be disclosed, provided that in such case the receiving
party will to the extent legally permissible provide the other party with notice of the
required disclosure so that the other party may seek an appropriate protective order and
cooperate with the other party in taking legally available steps to resist or limit the
disclosure and to maintain confidentiality by the court or administrative body.
c. Obligation to immediately notify the other party, in case either of the party learns or has
a reason to believe that any person who has had access to Confidential Information has
violated or intends to violate the terms of this Agreement. The SUPPLIER/ CONTRACTOR
agree to cooperate with the COMPANY at its own expense, in seeking injunctive or other
equitable relief against any such person.

Relief for Breach

a. Breach of any of the provisions of this Agreement would cause irreparable injury to the
COMPANY and there is no adequate remedy at law for such violation. Hence, in case of
breach of any provision of this Agreement, the party who caused the breach shall be
liable to pay liquidated damages in the amount of __________________ (P .00).

b. Payment of liquidated damages shall be without prejudice to the additional payment of

actual or other form of damages suffered as a result of the breach in the provisions of
this Agreement.

c. The remedies provided herein shall be in addition to any other rights or remedies to as
provided by law or in equity.

Binding Effect

This Agreement shall be binding upon the all Parties and their respective successors,
assigns and legal representatives.

Modifications, Waiver and Severability:

This agreement constitutes the entire Agreement of the Parties and no modifications
thereof or waivers of any provisions hereto shall be binding upon the Parties unless the
same is in writing and signed by both Party.
No express or implied waiver of any provisions hereunder or breach of any such
provisions shall in any way be, or be construed to be, a waiver of any other provision or
future or subsequent breach.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement through their duly
authorized representatives effective as of the date first above written.

NAME OF COMPANY NAME OF COMPANY

By: By:

_________________________ _______________________________
Position _________ Position ___

SIGNED IN THE PRESENCE OF:

_________________________ _________________________
 ACKNOWLEDGMENT

Republic of the Philippines)

____________________ ) S.S.

BEFORE ME, a Notary Public for and in ___________ City, this __ day of __________ 2013,
personally appeared the following:
Name Gov’t Issued ID No. Type of ID Issuer
NAME OF COMPANY ________ ________ ________
REPRESENTATIVE ________ ________ ________
NAME OF COMPANY
REPRESENTATIVE ________ ________ ________
known to me and to me known to be the same persons who executed the foregoing
Agreement, and who acknowledged to me that they executed the foregoing Agreement for and
in behalf of their respective corporations, that they are duly authorized to sign the same, and
that the same is their free and voluntary act and deed, and that of the corporations
represented.

This document, which pertains to a Non-Disclosure Agreement consisting of three (3)

pages, including the page on which this Acknowledgment is written, has been signed by the
parties and their witnesses on each and every page thereof, and sealed with my notarial seal.

WITNESS MY HAND AND SEAL, on the date and at the place first above written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2013.