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NDA - Mutual

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NON-DISCLOSURE AGREEMENT (NDA) - MUTUAL

THIS AGREEMENT is made on the Agreement Date between (A) Company; and (B) Counterparty
(each a "Party" and together the "Parties").

WHEREAS, in connection with the Purpose, each Party and its Representatives will be disclosing
Confidential Information to the other Party and its Representatives.

NOW, THEREFORE, in consideration of the covenants and promises contained in this Agreement and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree to the terms set out in this Cover Form and the Schedule
(Confidentiality Terms) (collectively, the “Agreement”).

Agreement Date:

Company:

 Country of incorporation:
 Registered address:

Counterparty:

 Country of incorporation:

 Registered address:

Purpose:

EXECUTED BY THE PARTIES ON THE AGREEMENT DATE:

Signed for and on behalf of COMPANY Signed for and on behalf of COUNTERPARTY

Name: Name:
Title: Title:

(vC-02)
(CONFIDENTIALITY TERMS)

1. INTERPRETATION

1.1 In this Agreement the following words will have the meanings assigned to them in this Clause, except where inconsistent with the context:

"Affiliate" means, with respect to an entity, any entity that Controls, is Controlled by, or is under common Control with, that entity, where " Control"
means the possession, directly or indirectly, of the power to direct or cause the direction of the management, operating policies, or assets of that entity,
whether by way of ownership of more than 50% of its voting or equity securities or assets, or by way of contract, management agreement, voting trust,
or otherwise; provided that the term "Affiliates" shall include any variable interest entity regardless of whether any variable interest entity may be, or
required to be, consolidated with that entity under generally accepted accounting principles;

"Applicable Law" means, with respect to any person, any and all: (a) laws, ordinances, or regulations, (b) codes, standards, rules, requirements, orders
and criteria issued under any laws, ordinances or regulations, (c) rules of any securities exchange or equivalent and (d) any and all judgments, orders,
writs, directives, authorisations, rulings, decisions, injunctions, decrees, assessments, settlement agreements, or awards of any governmental authority,
in each case applicable to such person or its business or properties;

“Confidential Information” means all confidential, non-public information and data, of any nature and in any form (whether written, visual, electronic
or oral) and whether or not it is labelled or otherwise identified as confidential, that the Receiving Party and its Representatives receive from the
Disclosing Party and its Representatives under this Agreement or in connection with the Purpose (whether before, on or after the Agreement Date),
including without limitation: (a) information relating to the Disclosing Party's and its Affiliates' business and business strategies, markets, customers,
products (including new products and plans for new products, as well as marketing plans and materials), pricing and cost information, condition
(financial or otherwise), operations, assets, liabilities, results of operations, cash flow and prospects, or employees, officers, contractors and agents,
including, without limitation, technical, commercial, financial, accounting, legal and administrative information; (b) the existence of and the terms of
this Agreement, as well as the Disclosing Party's position in any dispute in relation to this Agreement; (c) information relating to the Purpose (including
the fact that discussions or negotiations have taken place between the Parties and any intellectual property (where applicable)); and (d) any copies of
Confidential Information and all information created or derived by the Receiving Party or its Representatives from the Confidential Information,
provided that Confidential Information shall not include information that: (i) is already in the Receiving Party’s or its Representatives’ possession at the
time of disclosure by the Disclosing Party or its Representatives; (ii) is or becomes part of public knowledge other than as a result of any action or
inaction of the Receiving Party or its Representatives in breach of the confidentiality provisions of this Agreement; (iii) is obtained by the Receiving
Party or its Representatives from a third party who did not obtain such information, directly or indirectly, from the Disclosing Party subject to any
confidentiality obligation; or (iv) is independently developed by the Receiving Party or its Representatives without the use of or reference to the
Confidential Information of the Disclosing Party;

“Disclosing Party” means the Party disclosing Confidential Information under this Agreement.

“Personal Information” means data, whether true or not, about an individual who can be identified: (a) from that data alone; or (b) from that data and
other information which a person has or is likely to have access; and

“Receiving Party” means the Party receiving Confidential Information under this Agreement.

“Representatives” means (to the extent the Party is not a natural person) the Party’s Affiliates, and its and its Affiliates’ respective officers, directors,
employees, advisers, agents and subcontractors.

2. CONFIDENTIALITY

2.1 The Receiving Party shall: (a) keep the Confidential Information strictly confidential and shall not, without the Disclosing Party’s prior written consent,
disclose any Confidential Information, in whole or in part, except as permitted by this Agreement; (b) employ all reasonable measures to protect the
Confidential Information from unauthorized or inadvertent disclosure, including measures no less protective than those measures that the Receiving
Party employs to protect its own information; (c) not use or copy, or authorise anyone to use or copy, the Confidential Information for any purpose other
than in connection with the Purpose (and in the case of the Counterparty only, not use the Confidential Information in a manner or for a purpose that is
adverse to the interest or the business of the Company or its Affiliates (including, but not limited to, refraining from directly or indirectly attracting any
customer, supplier or other commercial relationship away from Company or its Affiliates); (d) promptly notify the Disclosing Party of any suspected or
actual unauthorised use or disclosure of the Confidential Information; and (e) implement and maintain appropriate security measures to protect any
Confidential Information that is Personal Information in accordance with Applicable Laws.

2.2 The Receiving Party may disclose the Confidential Information to its Representatives only to the extent and provided that such persons: (a) have a need
to know the Confidential Information in connection with the Purpose; and (b) are obligated to maintain the confidentiality of the Confidential
Information on terms that are substantially similar to this Clause 2. The Receiving Party shall be responsible for any breach of this Clause 2 by any of its
Representatives.

2.3 Upon mutual termination of this Agreement or the Disclosing Party’s written request, the Receiving Party shall: (a) (and shall ensure that its
Representatives shall) promptly return to Disclosing Party or destroy or expunge all copies of Confidential Information; and (b) certify to the Disclosing
Party in writing signed by an authorized representative of its compliance with sub-clause (a), provided that the Receiving Party shall be entitled to retain
such copies of the Confidential Information as is required by Applicable Law or its bona fide internal compliance or document retention policies on the
basis that the confidentiality obligations in this Clause 2 shall continue to apply. The obligations in this Agreement shall survive for a period of two (2)
years after termination.

(vC-02)
2.4 In the event that Receiving Party or any of its Representatives becomes legally compelled by or is requested by any competent authority, regulatory
agency, stock exchange or Applicable Law to disclose any of the Confidential Information, the Receiving Party shall: (a) first provide written notice to
the Disclosing Party and assist the Disclosing Party in seeking a protective order or other appropriate remedy; or (b) to the extent it is legally prevented
from satisfying sub-clause (a), use reasonable efforts to limit the disclosure and obtain assurances from the disclosee as to the confidentiality and use of
the Confidential Information, and provide written notice to the Disclosing Party when it is legally permitted to do so.

2.5 Notwithstanding any other terms of this Agreement, the Receiving Party acknowledges and agrees that damages alone would not be an adequate remedy
for a breach of this Clause 2 that the Disclosing Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief
for any threatened or actual breach.

2.6 To the extent that any Confidential Information is covered or protected by privilege or other rights which the Disclosing Party may have pursuant to
Applicable Law pertaining to trade secrets or proprietary information (“Separate Rights”), the disclosure of such Confidential Information in
accordance with this Agreement shall not constitute a waiver of such Separate Rights which the Disclosing Party or any of its Representatives may have
in respect of such Confidential Information.

3. OTHER UNDERTAKINGS

3.1 Each Party shall not make any public announcements relating to the Purpose or this Agreement without the prior written consent of the other Party.

3.2 The Receiving Party acknowledges and agrees that: (a) the Disclosing Party and its Representatives shall retain all rights, title and interest to the
Confidential Information, and no right or license is granted to the Receiving Party or its Representatives in relation to any Confidential Information
except as set forth in this Agreement; and (b) the Confidential Information is provided without any representation or warranty whatsoever as to whether
it is accurate, complete or otherwise, and is provided on the express understanding that: (i) the Receiving Party shall be solely responsible for making
any decisions on the Confidential Information and the Purpose; (ii) the Disclosing Party shall not have any responsibility to update any Confidential
Information or to correct any inaccuracies in the Confidential Information, or to provide any Confidential Information under this Agreement; and (iii)
none of the Disclosing Party and its Representatives shall have any liability whatsoever to the Receiving Party and its Representatives in any way
arising from or relating to the Confidential Information or its use.

3.3 The Parties acknowledge and agree that neither this Agreement nor the disclosure of Confidential Information is intended to constitute, create or give
effect to, or otherwise recognise, a joint venture, partnership or formal business entity of any kind by and between the Parties or oblige a Party to enter
into or execute the Purpose or any transactions.

3.4 The Counterparty acknowledges and agrees that: (a) certain Confidential Information from Company might constitute material, non-public information
under applicable securities trading laws; and (b) that it shall, and shall ensure that its Representatives shall, comply with all applicable securities trading
laws.

4. GENERAL

4.1 Governing Law. This Agreement and any non-contractual rights or obligations arising out of or in connection with it shall be governed by and
construed in accordance with the laws of Philippines.

4.2 Dispute Resolution. In the event of any dispute, controversy, difference or claim arising under or relating to this Agreement (including, without limitation:
(1) any contractual or non-contractual rights, obligations or liabilities; and (2) any issue as to the existence, validity or termination of this Agreement) (a
“Dispute”), a Party shall promptly notify the other Party in writing (the “Dispute Notice”) and the Parties shall conduct discussions and negotiations in
good faith. Any resolution of such Dispute is to be set forth in writing signed by the Parties. If such Dispute cannot be satisfactorily resolved by the
Parties through good faith negotiations within thirty (30) calendar days after the Dispute Notice, it shall be referred to and finally resolved by arbitration
administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) in the Philippines in accordance with the Arbitration Rules of the
PDRCI (“PDRCI Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration
shall be Taguig City. This arbitration agreement shall be governed by Philippine law including the Alternative Dispute Resolution Act. The Tribunal
shall consist of one (1) arbitrator and the language of the arbitration shall be English.

4.3 In any action or suit between the Parties to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the
prevailing Party shall be entitled to recover its costs, including reasonable and justified legal costs.

4.4 Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the subject matter hereof, merges all discussions
between them, and supersedes and replaces any and every other prior or contemporaneous agreement, understanding or negotiation, whether written or
oral, that may have existed among the Parties to the extent that any such agreement relates to the subject matter hereof.

4.5 Severability. Where any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction,
then such provision shall be deemed to be severed from this Agreement and, if possible, replaced with a lawful provision which, as closely as possible,
gives effect to the intention of the Parties under this Agreement and, where permissible, that shall not affect or impair the legality, validity or
enforceability in that, or any other, jurisdiction of any other provision of this Agreement.

4.6 Waiver. The failure of a Party to enforce at any time or for any period of time any of the provisions hereof shall not be construed to be a waiver of such
provision or of the right of such Party thereafter to enforce each such provision. No waiver of any term or condition of this Agreement shall be valid or
binding on a Party unless the same is set forth in a written document, specifically referring to this Agreement and duly signed by the waiving Party.

(vC-02)
4.7 Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive
of, any rights or remedies provided by Applicable Law.

4.8 Transfers. Neither Party may or shall assign, transfer (by way of novation or otherwise), or create any trust or purport to do the same, in respect of a
right or obligation in, this Agreement without the prior written consent of the other Party hereto (not to be unreasonably withheld or delayed), provided
that the Company may assign or transfer (by way of novation or otherwise) its right or obligation in this Agreement to: (a) its Affiliates, or (b) a third
party as part of a corporate restructuring. The terms and conditions of this Agreement will inure to the benefit of and bind each Party’s respective
successors and permitted assigns.

4.9 Modification. This Agreement may be modified only in writing, signed by the authorised signatories of each Party.

4.10 Counterparts. This Agreement may be executed in any number of counterparts, and may be delivered by electronic PDF or facsimile transmission, all
of which shall be considered one and the same agreement and each of which shall be deemed an original instrument.

(vC-02)

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