Thanks to visit codestin.com
Credit goes to www.scribd.com

0% found this document useful (0 votes)
36 views8 pages

NDA (Draft)

This Non-Disclosure Agreement (NDA) is between Syntek Agri-Bio Corporation and four individuals, outlining the terms under which confidential information may be shared during discussions about a poultry business transaction. It defines 'Confidential Information', establishes the obligations of the Receiving Party to protect this information, and specifies the duration of the agreement as five years. The NDA also includes provisions for the return of confidential materials, remedies for breaches, and the governing law of the Philippines.

Uploaded by

Patbarbell
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
0% found this document useful (0 votes)
36 views8 pages

NDA (Draft)

This Non-Disclosure Agreement (NDA) is between Syntek Agri-Bio Corporation and four individuals, outlining the terms under which confidential information may be shared during discussions about a poultry business transaction. It defines 'Confidential Information', establishes the obligations of the Receiving Party to protect this information, and specifies the duration of the agreement as five years. The NDA also includes provisions for the return of confidential materials, remedies for breaches, and the governing law of the Philippines.

Uploaded by

Patbarbell
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
You are on page 1/ 8

NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:


This Agreement entered into by and between:

SYNTEK AGRI-BIO CORPORATION, a corporation duly organized and existing under


the laws of the Republic of the Philippines with principal address at Purok 7 Barangay Cacao, Panabo
City, Davao del Norte, represented herein by its General Manager, Norman S. Domingo hereinafter
referred to as “Disclosing Party”;

-and-

January Emmanuelle Hao, 38 years old, single, residing at Matina Pangi, Davao City;
Joseph Lafuente, 33 years old, single, residing at #3 Herring Gull Street, Belisario Heights, Davao
City; Maria Gweneth Cabangon, 32 years old, single, residing at second floor, LLS Building, Sta.
Ana st., Baranggay 15-B, Davao City; and Madelene B. Mandalihan, 32 years old, single, residing
at Km. 26, Licanan, Lasang Davao City hereinafter referred to as “Receiving Party”.

-WITNESSETH-

The Receiving Party desires to participate in the strategic planning regarding the poultry
business of the Disclosing party, hereinafter known as the “Transaction.” In the course of conducting
the transaction, Disclosing Party may share certain proprietary and confidential information with the
Recipient. Therefore, in consideration of the mutual promises and covenants contained in this
Agreement, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

1. Definition of Confidential Information


a) For purposes of this Agreement, “Confidential Information” means any data or
information so defined under the Data Privacy Act of 2012 and its IRR that is proprietary to
the Disclosing Party and not generally known to the public, whether in tangible and intangible
form, whenever and however disclosed, including, but not limited to:
(1) any marketing strategies, plans, financial information, or projections, operations,
sales estimates, business plans and performance results relating to the past, present or
future business activities of such party, its affiliates, subsidiaries and affiliated and/or
contracting agencies/ organizations/ LGUs/ companies;
(2) plans for products or services, and membership/healthcare
provider/supplier/contractor/accredited agent list;
(3) any scientific or technical information, invention, design, process, procedure,
formula, improvement, technology or method;
(4) any concepts, reports, data, know-how, works-in-progress, designs, development
tools, specifications, computer software, source code, object code, flow charts,
databases, inventions, information and trade secrets; and
(5) any other information that should reasonably be recognized as proprietary or
confidential information of the Disclosing Party and/or of its
1
affiliated/accredited/contracting entities. Confidential Information need not be novel,
unique, patentable, copyrightable or constitute a trade secret in order to be designated
Confidential Information. The Receiving Party acknowledges that the Confidential
Information is proprietary to the Disclosing Party, has been developed and obtained
through great efforts by the Disclosing Party and that Disclosing Party regards all of
its Confidential Information as trade secrets.
b) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall
not include information which:
(1) was known by the Receiving Party prior to receiving the Confidential Information
from the Disclosing Party;
(2) becomes rightfully known to the Receiving Party from a Third-Party source not
known by the Receiving Party to be under an obligation to Disclosing Party to
maintain confidentiality;
(3) is or becomes publicly available through no fault or failure to act by the Receiving
Party in breach of the Agreement;
(4) is required to be disclosed in a judicial or administrative proceeding, or otherwise
requested or required to be disclosed by law or regulation, although the requirements
of paragraph 4 hereof shall apply prior to any disclosure being made; and
(5) or has been independently developed by employees, consultants or agents of the
Receiving Party without violation of the terms of this Agreement or reference or
access to any Confidential Information.

2. Disclosure Of Confidential Information


From time to time, the Disclosing Party may disclose Confidential Information to the
Receiving Party. The Receiving Party will:
(a) limit disclosure of any Confidential Information to its co-receiving parties who have
a need to know such Confidential Information in connection with the current or
contemplated transaction/relationship between the parties to which this Agreement
relates, and only for that purpose;

(b) advise its co-receiving parties of the proprietary nature of the Confidential
Information and the obligations set forth in this Agreement and require such co-
receiving parties to keep the Confidential Information confidential;

(c) shall keep all Confidential Information strictly confidential by using a reasonable
degree of care, but not less than the degree of care, used by it in safeguarding its own
confidential information;

(d) not disclose any Confidential Information received by it to any third parties without
the Disclosing Party’s consent or as otherwise provided for herein.

Each party shall be responsible for any breach of this Agreement by any of their respective
Agents and/or Representatives.

3. Use of Confidential Information


The Receiving Party agrees to use the Confidential Information solely in connection with the
current or contemplated business relationship between the parties and not for any purpose
other than as authorized by this Agreement. No other right or license, whether expressed or

2
implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to
the Confidential Information will remain solely in the Disclosing Party. All use of
Confidential Information by the Receiving Party shall be for the benefit of the Disclosing
Party and any modifications and improvements thereof by the Receiving Party shall be the
sole property of the Disclosing Party.

4. Term
This agreement shall take effect on the date of signing and shall subsist for FIVE (5) years
despite termination of the principal contract covered by this agreement.

5. Remedies
Both parties hereby agree that the Disclosing Party shall be entitled to injunctive relief
preventing the dissemination of any Confidential Information in violation of the terms hereof.
Such injunctive relief shall be in addition to any other remedies available hereunder whether
at law or in equity including damages. Disclosing Party shall be entitled to recover its costs
and fees, including reasonable attorneys’ fees incurred in obtaining any such relief. Further,
in the event of litigation relating to this Agreement, the prevailing party shall be entitled to
recover its reasonable attorney’s fees and expenses.

6. Return of Confidential Information


The Receiving Party shall immediately return to the other all tangible material embodying
the Confidential Information provided hereunder and all notes, summaries, memoranda,
drawings, manuals, records, excerpts or derivative information deriving there from and all
other documents or materials (“Notes” and all copies of any of the foregoing including
“copies” that have been converted to computerized media in the form of image, data or word
processing files either manually or by image capture) based on or including any Confidential
Information in whatever form of storage or retrieval, upon the:
(a) completion or termination of the dealings between the parties contemplated
hereunder;

(b) the termination of this Agreement; or

(c) at such time as the Disclosing Party may so request; provided however that the
Receiving Party may retain such documents as is necessary to enable it to comply
with its document retention policies. Alternatively, the Receiving Party, with the
written consent of the Disclosing Party may (or in case of Notes, at the Receiving
Party’s option) immediately destroy any of the foregoing embodying Confidential
Information (or the reasonably non recoverable data erasure of computerized
data) and, upon request, certify in writing such destruction by an authorized
officer of the Receiving Party supervising the destruction.

7. Safekeeping of Confidential Information


The Receiving Party shall use the same care to avoid disclosure or unauthorized use of the
confidential information as it uses to protect its own confidential information, but in no event
less than reasonable care. It is agreed that:

3
(a) All confidential information shall be retained by the Receiving Party in a secure
place with access limited only to the Receiving Party’s employees or agents who
need to know such information for purposes of this Agreement, and

(b) Confidential Information will be disclosed only to each party’s respective


employees who are involved in the Potential Transaction and to third party
consultants or advisers who have been engaged for the purpose of discussing the
Potential Transaction, which the Disclosing Party has prior notice of such
engagement, provided that in the event of such disclosure to any third person or
entity not employees or retained by the Receiving Party, the Receiving Party shall
nonetheless remain liable for any unauthorized disclosure by such person or
entity.

It is further agreed that the Receiving Party shall ensure that all of the employees and
consultants (including employees and consultants of its parent, subsidiaries and affiliates)
having access to Confidential Information adhere to the terms and conditions of this
Agreement as if they were parties hereto.

8. Notice of Breach
Receiving Party shall notify the Disclosing Party immediately upon discovery of any
unauthorized use or disclosure of Confidential Information by Receiving Party or its
Representatives, or any other breach of this Agreement by Receiving Party or its
Representatives, and will cooperate with efforts by the Disclosing Party to help the Disclosing
Party regain possession of Confidential Information and prevent its further unauthorized use.

9. No Publicity
Neither Party hereto shall in anyway or in any form disclose, publicize, or advertise in any
manner the discussions that gave rise to this Agreement nor the discussions or negotiations
covered by this agreement without prior written consent of the other Party.

10. No Binding Agreement for Transaction


The parties acknowledge that neither shall bear any legal responsibility regarding a
Transaction as a result of this Agreement, except for the specific matters explicitly stated
herein. Furthermore, the parties recognize and agree that each retains the right, at their sole
discretion, to decline any and all proposals and to cease discussions and negotiations
concerning a Transaction at any time. This Agreement does not establish a joint venture or
partnership between the parties. Should a Transaction proceed, the non-disclosure clauses in
any relevant transaction documents executed between the parties (or their respective
affiliates) for the Transaction will take precedence over this Agreement. If such provisions
are not included in the aforementioned transaction documents, this Agreement shall prevail.
NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT
WHATSOEVER.
The parties acknowledge that although they shall each endeavor to include in the Confidential
Information all information that they each believe relevant for the purpose of the evaluation
of a Transaction, the parties understand that no representation or warranty as to the accuracy
or completeness of the Confidential Information is being made by either party as the
Disclosing Party. Further, neither party is under any obligation under this Agreement to
disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall
have any liability to the other party or to other party’s Representatives resulting from any use

4
of the Confidential Information except with respect to disclosure of such Confidential
Information in violation of this Agreement and the Data Privacy Act.

11. Miscellaneous Provisions


(a) This Agreement constitutes the entire understanding between the parties and supersedes
any and all prior or contemporaneous understandings and agreements, whether oral or
written, between the parties, with respect to the subject matter hereof. This Agreement can
only be modified by a written amendment signed by the party against whom enforcement of
such modification is sought.

(b) Any failure by either party to enforce the other party’s strict performance of any provision
of this Agreement will not constitute a waiver of its right to subsequently enforce such
provision or any other provision of this Agreement.

(c) Although the restriction contained in this Agreement are considered by the parties to be
reasonable for the purpose of protecting the Confidential Information, if any such restriction
is found by a court of competent jurisdiction to be unenforceable, such provision will be
modified, rewritten or interpreted to include as much of its nature and scope as will render
enforceable. If it cannot be so modified, rewritten or interpreted to be enforceable in any
respect, it will not be given effect, and the remainder of the Agreement will be enforced as if
such provision was not included.

(d) This Agreement is personal in nature, and neither party may directly or indirectly assign
or transfer it by operation of law or otherwise without the prior written consent of the other
party. All obligations contained in this Agreement shall extend to and be binding upon the
parties to this Agreement and their respective successors, assigns and designees.

12. Notices
Any notice or communication required or permitted to be given by this Agreement or given
in connection with it, shall be in writing and shall be given to the appropriate party by
personal delivery or by registered mail, postage prepaid, or recognized reputable private
courier, in each case, to the address of the other party first indicated above (or such other
address as may be furnished by a party in accordance with this paragraph).
All such notices or communications shall be deemed to have been given and received as
follows:
(a) In case of personal delivery and recognized reputable private courier, on the date
of receipt by Receiving Party of such delivery.
(b) In case of registered mail, on the day of mailing.

13. Venue
In case of lawsuit arising from breach of this contract, the complaint or petition shall be
exclusively filed with the proper court of Davao City only.

14. Governing Law

5
The validity, construction and performance of this Agreement shall be governed and
construed in accordance with the laws of the Philippines applicable to contracts made and to
be wholly performed within the said jurisdiction, without giving effect to any conflict of laws
provisions thereof.

IN WITNESS WHEREOF, the parties have caused this Non-Disclosure Agreement to be


executed this ___ day of _______ at ________.

NORMAN S. DOMINGO
General Manager JOSEPH LAFUENTE
Syntek Agri-Bio Corporation

MARIA GWENETH
JANUARY EMMANUELLE HAO
CABANGON

MADELENE B. MANDALIHAN

6
REPUBLIC OF THE PHILIPPINES)
) s.s

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in ___________ this ___ day of ___________,
personally appeared the following:

Name Competent proof of Identification

Norman S. Domingo

Joseph Lafuente

Maria Gweneth Cabangon

Madelene B. Mandalihan

January Emmanuelle Hao

Known to be the same persons who executed the foregoing Non-Disclosure Agreement
consisting of SEVEN (7) pages including this page where this acknowledgement is written and they
acknowledge before me that the same is their free and voluntary act and deed as well as those of the
corporation they herein represent.

WITNESS MY HAND AND SEAL on the date in the place above mentioned.

Doc. No.
Page No.
Book No.
Series of 2025.

7
Receiving party:
January Emmanuelle Hao, 38 single Matina Pangi, Davao City
Joseph Lafuente, 33 Single #3 Herring Gull Street, Belisario Heights, Davao City
Maria Gweneth Cabangon, 32 Single, 2F LLS BLDG Sta Ana St Brgy 15-B Davao City
Madelene B. Mandalihan, 32 Single Km. 26 Licanan, Lasang Davao City

Disclosing party:
representative: Norman S. Domingo (General Manager)
Corp Name: Syntek Agri-Bio Corporation
Address: Purok 7 Barangay Cacao, Panabo City, Davao del Norte

You might also like