NON-DISCLOSURE AGREEMENT (NDA)
This Non-Disclosure Agreement, dated as of (the “Effective Date”) governs the Disclosure of information by Machine Ventures Inc. with an address at U309 La Fuerza Plaza, Chino Roces Ave, Brgy Bangkal Makati City Metro Manila, (the “Company”) to person (the “Recipient”) named below, with the residential address given, for the purpose of business relationship (the “Purpose”). The following terms as used in this Agreement are defined as follows:
1. a. "Information" shall mean (i) the existence of the Purpose, and (ii) any information which the Company or any of its subsidiaries or affiliates may provide to the Recipient on or after the date of this Agreement, whether oral, written, machine-readable or any other form, which shall be identified at or about the time of disclosure as "CONFIDENTIAL" or which by the nature or type of information should reasonably be regarded as confidential. The term “Information” shall also refer to the following information which may be provided by Company to Recipient in connection with the Purpose: proprietary data or software, development, marketing, and sales information relating to the products or services (actual or contemplated) of Company, marketing plans, strategic plans, financial statements, and such other information as Company may provide to Recipient in connection with the Purpose. The Information to be disclosed to Recipient shall be at the sole discretion of Company.
b. "Recipient" shall mean the party receiving the Information of the Company.
2. Recipient agrees that all Information received by the Recipient prior to or during the term of this Agreement will be treated as confidential to the Company; provided, however, "Information" shall not refer to any information which:
a. is generally available to the public, through no fault of Recipient or any affiliated party, and without breach of this Agreement;
b. is already in the possession of Recipient, or any affiliated company, without restriction and prior to any disclosure hereunder;
c. is or has been lawfully disclosed to Recipient, or any affiliated company, by a third party without obligation of confidentiality upon Recipient; or
d. was developed by employees or agents of Recipient independently and without reference to any Information or other confidential information that Company had disclosed in confidence to any third party.
3. Recipient agrees:
a. to treat the Information as confidential using the same degree of care used by Recipient to protect Recipient's own confidential information, but in any event not less than a reasonable degree of care;
b. not to make public, or authorize any disclosure or publication of the Information, except as expressly permitted in writing by Company;
c. to take all reasonable steps to ensure that all principals, officers, agents, employees, representatives, consultants, or any other persons affiliated in any manner with Recipient do not disclose, or make public, or authorize any disclosure or publication of any of the Information, and to enforce this Agreement;
d. to disclose the Information only to Recipient's employees and agents whose responsibilities or services they render to the Recipient require them to know or have access to the Information in connection with the Purpose;
e. not to use the Information for any purpose other than for the purpose of the Purpose;
f. to advise Company in writing of any misappropriation or misuse by any person of Information as soon as Recipient becomes aware of such misappropriation or misuse; and
g. upon Company's written request, promptly return to Company or destroy all Information in the possession or control of Recipient.
4. Company represents it has all right and title (or license) to disclose the Information disclosed by it in connection with this Agreement and that any such disclosure shall not breach any agreement with any third party. Nothing in this Agreement shall restrict the
1 Company from publicly releasing its own Information, or otherwise providing its own Information to third parties. In addition, nothing in this Agreement is intended to grant any licenses or other rights under any patent, copyright, trademark or service marks of Company.
5. All documents or other media containing Information and all reproductions thereof (whether delivered to Recipient by Company, reproduced by Recipient or generated by Recipient itself) shall at all times remain subject to the terms of this Agreement. In the event Company, at any time, requests the return of the Information, Recipient will promptly deliver to Company the Information in Recipient's possession or control, without retaining any copies thereof, and will continue to be bound by the terms of this Agreement.
6. Recipient admits for all purposes that any violation of this Agreement may constitute an irreparable injury to Company for which monetary damages provide an inadequate remedy, and agrees that, in addition to all other rights provided by law to which Company shall be entitled, Company may have the right to have an injunction or equivalent remedy issued against Recipient to prevent Recipient from violations or further violations of this Agreement.
7. This Agreement and Recipient’s obligations shall be binding upon the Recipient and their successors and assigns. The failure of either party to enforce any provision hereof shall not constitute a waiver of any provision of this Agreement, and the waiver of any provision of this Agreement in any specific instance shall not constitute continuing waiver of that provision with respect to other instances.
8. All notices which either party is required or may desire to give to the other party under this Agreement shall be given by addressing the communication to the address set forth on the first page of this Agreement and may be delivered personally, given by registered mail or overnight carrier. Such notices shall be deemed given on the date of receipt (or refusal) of delivery of said notice. Either party may designate a different address for receipt of notices upon written notice to the other party.
9. This Agreement will be governed by and construed in accordance with the laws of Philippines and each party submits to the jurisdiction of the courts of Philippines. This Agreement shall terminate five (5) years from the later of (a) completion or termination of the Purpose, or (b) for a Recipient, return of all of Company’s Information in such Recipient’s possession or control.
The Recipient acknowledges by signing below that they have read this Agreement and understand and agree to be bound by its terms and conditions.