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Non-Disclosure Agreement - PPSCC

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Iman Marion
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11 views

Non-Disclosure Agreement - PPSCC

Uploaded by

Iman Marion
Copyright
© © All Rights Reserved
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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OFFICE OF THE VICE CHANCELLOR FOR ADMINISTRATION

UNIVERSITY OF THE PHILIPPINES LOS BAÑOS


Old Maquiling School Inc., Pedro R. Sandoval Ave., UPLB College, Laguna 4031
Philippines
PUBLIC PROCUREMENT SPECIALIST CERTIFICATION COURSE

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT


(STANDARD)

The mutual objective under this Agreement is to provide protection for


confidential information while maintaining the parties’ ability to conduct their
respective business activities. “Confidential Information” is any non-public
information disclosed by the Discloser to the Recipient which is expressed to
be confidential or which by its nature a reasonable person would understand
to be confidential.

The parties herein agree that the following terms apply when one party
(Discloser) discloses Confidential Information to the other (Recipient):

1. Method of Disclosure
Confidential Information will be disclosed either:
a. in writing;
b. by terms of delivery;
c. by initiation of access to Confidential Information, such as may be in a
database; or
d. by oral or visual presentation.

2. Obligations
a. Recipient must not disclose any Confidential Information which may
include documents, materials, project manuals, software (applications
and platforms used) and hardware inventory lists, solutions used, and or
any information that would compromise the position of the Discloser.
b. Recipient must maintain the Confidential Information obtained from
Discloser in strict confidence.
c. Recipient must use the Discloser’s Confidential Information solely and
exclusively in accordance with the terms of this Agreement in order to
carry out its obligations and exercise its rights under this Agreement.
d. Recipient must notify the Discloser promptly of any unauthorized use or
disclosure of Discloser’s Confidential Information and cooperate with
and assist the Discloser in every reasonable way to stop or minimize
such unauthorized use or disclosure.
e. Notwithstanding any provisions hereof, Recipient shall not be liable for
use, release or disclosure of any confidential information that:
i. is required by judicial action after all available legal remedies to
maintain the Confidential Information in secret have been
exhausted;
ii. is known to Recipient prior to the disclosure to Recipient by
Discloser;
iii.is independently developed by Recipient or one of its
divisions/groups without any breach of this Agreement; or
iv. is approved by Discloser for public release.
OFFICE OF THE VICE CHANCELLOR FOR ADMINISTRATION
UNIVERSITY OF THE PHILIPPINES LOS BAÑOS
Old Maquiling School Inc., Pedro R. Sandoval Ave., UPLB College, Laguna 4031
Philippines
PUBLIC PROCUREMENT SPECIALIST CERTIFICATION COURSE

3. Exceptions to Obligations
The Recipient may disclose, publish, disseminate, and use information that is:
a. already in its possession without obligation of confidentiality;
b. developed independently without reference to the Discloser’s Confidential
Information;
c. obtained from a source other than the Discloser without obligation of
confidentiality;
d. publicly available when received, or subsequently becomes publicly
available through no fault of the Recipient; or
e. disclosed by Discloser to another without obligation of confidentiality.

Only a written agreement signed by both the Discloser and Recipient can
modify this Agreement.

This Agreement is the complete and exclusive agreement regarding our


disclosures of Confidential Information and replaces any prior oral or written
communications between both parties regarding these disclosures.

In case of breach of the Agreement, Discloser shall have the right to


terminate the same. Moreover, each party agrees that if a court of competent
jurisdiction determines that the Recipient has breached, or attempted or
threatened to breach, any of its confidentiality obligations to the Discloser or
the Discloser’s proprietary rights, monetary damages will not be an adequate
remedy. Accordingly, the Discloser will be entitled to seek appropriate
injunctive relief and other measures restraining further attempted or
threatened breaches of such obligations.

By signing below, each party agrees to the terms of this Agreement. Once
signed, any reproduction of this Agreement made by reliable means (i.e.
photocopy or facsimile) is considered an original.

Agreed to: Agreed to:

UNIVERSITY OF THE PHILIPPINES


LOS BAÑOS
Discloser Participant (Agency)

EILEEN LORENA MALAYBA-MAMINO


Signature over Printed Name Signature over Printed Name

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