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and
___________________________________________ (“_____________”), a
corporation duly organized and existing under the laws of
__________________________, with principal office address
at___________________________________________________________________,
represented herein by its President, ________________________.
WHEREAS:
For purposes of this Agreement, ECC and __________________ are deemed both a
Disclosing Party and a Recipient.
NOW THEREFORE, for and in consideration of the foregoing premises and of the
mutual covenants contained herein, the Parties hereby agree as follows:
1. Purpose. The Parties wish to enter into an agreement whereby each may disclose
confidential trade information in relation to the commercial relationship that may be
established between them. This Agreement sets out the respective obligations of the
Parties with respect to Confidential Information which a Recipient may receive from
Disclosing Party.
5. No License. This Agreement does not grant Recipient any title, license, ownership
or right or interest with respect to the Confidential Information of Disclosing Party.
6. Limited Reproduction. The Recipient will not copy or reproduce the Confidential
Information except as reasonably required for the purposes contemplated in this
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Agreement and will ensure that notices on the confidentiality are indicated in any copies
made of the Confidential Information.
8. Notice of Breach. Recipient shall notify Disclosing Party in writing immediately upon
discovery of any unauthorized use or disclosure of Confidential Information and will
cooperate with efforts by Disclosing Party to help Disclosing Party regain possession of
Confidential Information and prevent its further unauthorized use.
9. Remedies. The Parties acknowledge that failure on the part of Recipient Party to
abide by this Agreement may cause irreparable harm to Disclosing Party and would
diminish the value of the Confidential Information for which damages will not be an
adequate remedy. Accordingly, Disclosing Party shall have the right to seek injunctive
relief to prevent any further violation of this Agreement. Such injunctive relief shall be in
addition to any other remedies available under the law. 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.
10. Term. This Agreement shall remain effective for a period beginning on the Effective
Date and ending after termination of the transaction/Services contemplated in this
Agreement (the “Term”). Notwithstanding the foregoing, and as provided otherwise in
this Agreement, the Parties’ duty to hold in confidence the Confidential Information that
was disclosed during the Term shall remain in effect indefinitely.
11. No Binding Agreement to Enter into A Relationship. Nothing in this Agreement shall
be construed as obligating either Party to continue any discussions or to enter into a
business relationship. The Parties further acknowledge and agree that they each reserve
the right, in their sole and absolute discretion, to reject any and all proposals and to
terminate discussions and negotiations at any time. This Agreement does not create a
joint venture or partnership between the Parties. If a business relationship is established,
the non-disclosure provisions of any applicable document or agreement entered into
between the Parties shall supersede this Agreement. In the event such provision is not
provided for in said documents, this Agreement shall subsist.
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subject matter hereof. This Agreement can only be modified by a written
amendment signed by both Parties.
g. This Agreement may not be assigned or transferred without the prior written
consent of the other Party, which consent will not be unreasonably withheld. All
obligations contained in this Agreement shall extend to and be binding upon the
Parties to this Agreement and their respective successors, heirs or assigns.
h. This Agreement shall be governed, construed and enforced in accordance
with the laws and applicable rules and regulations of the Republic of the
Philippines.
i. In case of suit arising out of this Agreement, the Parties agree that the venue
shall be in the proper courts of Mandaluyong City, Metro Manila, Philippines to the
exclusion of all other courts.
IN WITNESS WHEREOF, the Parties hereto have affixed their signatures on the date
and at the place first written above.
By: By:
MANNY C. TENG
General Manager & COO President
_______________________ _______________________
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ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in the City of ______________, this ___ day of
_____________ 2017, personally appeared:
This document consists of five (5) pages including this page wherein this
acknowledgment is written has been signed by the Parties and their witnesses on each
and every page thereof.
WITNESS MY HAND AND SEAL on the date and at the place first written above.
NOTARY PUBLIC
Doc. No. _____;
Page No. _____;
Book No._____;
Series of 2017.
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