nda (for corporations)

8/11/2019 NDA (for Corporations)

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NON-DISCLOSURE/NON-CIRCUMVENTION AGREEMENT

THIS AGREEMENT, made on this __26 th day of February ,2014 atQuezon City, by and between:

LINERGY CONSTRUCTION CORP. , a corporation duly organized and existing under thelaws of the Republic of the Philippines, with office located at 434-A Sta. Catalina St. Holy, Spirit,Quezon City , herein represented by its President & General Manager ,EDGIMAR H. LINING;

and

LA FILIPINA UY GONGCO CORPORATION, a corporation duly organized and existingunder the laws of the Republic of the Philippines, with office located at BV Romero Blvd.,Manila Harbour Centre, Radial Road 10, Vitas, Tondo, Manila, herein represented by the Headof the Central Purchasing Unit, CHERYL MAY U. CHUA ;

(hereinafter each referred to as a Party and together referred to as the Parties )

WITNESSETH:

WHEREAS, the Parties have agreed to exchange information without charge and the Receiving Partyhas agreed to keep confidential information about the Disclosing Partys business and investmentopportunities subject to the terms and conditions of this Agreement for the purpose of consideringmutual partnership and co-operation between the Parties (hereinafter, the Purpose);

WHEREAS, Each Party will present to the other Party information regarding its business, includingpotential investment and business opportunities and potential partners in accordance with the Purpose;

WHEREAS, Neither Party shall use the Confidential Information for any objective other than to assessand facilitate discussions with the other Party regarding the Purpose:

WHEREFORE, the Parties have agreed to divulge and exchange Confidential Information subject to thefollowing terms:

1. The following expressions shall, unless the context otherwise requires, have the following meanings:

1.1."Authorized Person" means any company within the Disclosing Party's Group and any, director,officer, employee, adviser or agent of a Party or of any company within such Party's Group who hasreceived information in accordance with clause 3.3 below;

1.2. Business Opportunities means any prospect of the Parties agreeing and entering into any formof deal, transaction or investment with one another or in partnership with other parties to further eachpartys respective business ends including, but not limited to: the sale of goods, services, machinery,wares; entering into joint ventures, trading agreements; service contracts, purchasing agreements, leasecontracts; and other analogous agreements.

1.3 Confidential Information includes all information of the Disclosing Party, of customers of theDisclosing Party, and of third parties that have furnished information to the Disclosing Party underobligations of confidentiality. This includes information relating to the business, products, operations,software, or work identified in any format (whether written, oral or otherwise) by the Disclosing Partyas confidential, trade secret or proprietary information, or such information which the Receiving Partyknows or has reason to know is confidential, trade secret or proprietary information of the DisclosingParty, including the following:


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1.3.1. information of a technical nature, such as methods, processes, formulas, know-how,compositions and computer software;

1.3.2.information of a business and commercial nature, such as proposals, employeeinformation, customer lists or information, markets, marketing strategies, customerrelationships, costs, pricing, profits, compensation, sales, product and corporate plans, research

and development activities and financial information;

1.3.3information relating to a partys business operations, suppliers, service p roviders, contracts,agreements, permits and compliances, corporate structure, corporate governance, stockholders,

business partners, officers, board of directors, employees and stakeholders;

1.3.4information relating to a plan, promotion, business strategy and marketing relating to theparties businesses;

1.3.5all manuals, systems, documentation, reports, correspondence, memoranda or othermaterials related to any of the items listed above; and

1.3.6to any information, data, and expertise of any kind related to the Business Opportunitiesand/or investors that the Receiving Party obtains, receives, or to which it has access as a result ofany discussions or dealings (whether before or after the Effective Date) from the DisclosingParty;

1.4. "Company Group" means each Party and each company in which a Party has a shareholding orinterest, directly or indirectly, of 50% or more or has the right to exercise, directly or indirectly 50% ormore of the voting rights;

1.5. "Effective Date" means the date on which the Disclosing Party first furnished the Receiving Partywith Confidential Information.

1.6. "Disclosing Party" means the Party or Parties which at any given time has/have disclosedConfidential Information to the other Party.

1.7. "Receiving Party" means the Party or Parties which at any given time has/have receivedConfidential Information from the other Party.

2. Subject to clause 11, this Agreement shall commence on the Effective Date and shall remain in fullforce and effect unless and until Either Party gives written notice of termination.

3. In respect of any Confidential Information disclosed, furnished or made accessible by the DisclosingParty to the Receiving Party, the Receiving Party undertakes to the Disclosing Party and undertakes toprocure that any Authorized Person undertakes:

3.1. to keep confidential all Confidential Information disclosed by the Disclosing Party;

3.2. to keep Confidential Information disclosed by the Disclosing Party in a safe and secure place usingreasonable technical and organizational security measures to prevent unauthorized access, destruction,corruption or loss;

3.3. not to disclose Confidential Information disclosed by the Disclosing Party in whole or in part, norto disclose the existence of this agreement, nor to disclose the existence of any Business Opportunity toany person except to any of its directors, officers, employees or advisers or of any company within theDisclosing Party's Group or any financial institution where such disclosure is strictly necessary to fulfillthe Purpose;

3.4. to use the Confidential Information disclosed by the Disclosing Party solely in connection with the


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Purpose and not for its own benefit or the benefit of any third party;

3.5. not to take any copies or make any summaries or transcripts of the whole or any part of theConfidential Information save as is necessary and/or appropriate for the Purpose and all such copies,summaries and transcripts shall be deemed to be Confidential Information;

3.6. to notify the Disclosing Party within three (3) business days if it becomes aware that anyConfidential Information has been disclosed to or is in the possession of any person who is not anAuthorized Person; and

3.7. upon written request from the Disclosing Party and subject to clause 4 and within ten (10) businessdays from receipt of such written request, destroy (or return to the Disclosing Party if so directed) allConfidential Information, whether in printed matter form, on disk or otherwise, which is in theReceiving Party's or any Authorized Person's possession, custody or control and provide the DisclosingParty with a written declaration of the Receiving Party confirming that the provisions of this clausehave been fully complied with.

4. In the event of a written request for the return or destruction of Confidential Information underclause 3.7, the Receiving Party may retain such Confidential Information as forms part of thepermanent records which it is bound by law or regulatory requirement to preserve or which theReceiving Party may reasonably require for archive purposes and the provisions of this Agreementshall, notwithstanding its termination, continue to apply to all such retained Confidential Information.

5. The Receiving Party shall take no action with respect to the Business Opportunities or in any wayseek to utilize or exploit the Confidential Information received without prior express writtenpermission from the Disclosing Party. The Receiving Party shall not initiate or solicit any discussions:(a) with any parties associated with the Business Opportunities or (b) looking toward or contemplatingthe Business Opportunities, except through the Disclosing Party. At no time shall the Receiving Partyattempt in any manner or agree in any manner to deal directly concerning the Business Opportunitiesor with any parties associated with the Business Opportunities or to circumvent the Disclosing Party togain access to or deal directly with the Business Opportunities or any parties associated with theBusiness Opportunities, or otherwise to exploit the Disclosing Party's relationships to gain access to orto deal directly with the Business Opportunities or any parties associated with the BusinessOpportunities, or to attempt in any way to gain direct or indirect contact with the BusinessOpportunities or any parties associated with the Business Opportunities, without prior express writtenpermission from the Disclosing Party.

6. Each Party undertakes to the other to make all of its Authorized Persons aware of the confidentialnature of the Confidential Information disclosed by the Disclosing Party and the provisions of thisAgreement and to take all such steps as shall from time to time be necessary to ensure compliance by itsAuthorized Persons with the provisions of this Agreement.

7. The Receiving Party shall remain liable for any disclosure of Confidential Information by anyAuthorized Person of the Receiving Party as if it had made such disclosure itself. The Receiving Partyshall, if requested in writing by the Disclosing Party, do all acts and execute all reasonable documentsto prevent any loss, misuse or unauthorized disclosure of the Confidential Information or any part of it

by any of its Authorized Persons.

8. The provisions of this Agreement shall not apply to any Confidential Information which:

8.1. is or becomes public knowledge other than by breach of this Agreement;

8.2. is in the possession of the Receiving Party without restriction in relation to disclosure before thedate of receipt from the Disclosing Party;

8.3. is received from a third party who lawfully acquired it and who is under no obligation restrictingits disclosure; or


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8.4. is independently developed without access to any Confidential Information disclosed by theDisclosing Party.

9. The provisions of this Agreement shall not apply so as to prevent disclosure of ConfidentialInformation by the Receiving Party where and to the extent that such disclosure is required to bemade:

9.1. by virtue of the regulations of any applicable stock exchange;

9.2. by any court or governmental, administrative or other authority competent to require the same; or

9.3. by any applicable law, legislation or regulation

provided that the Receiving Party gives the Disclosing Party reasonable notice prior to suchdisclosure to allow the Disclosing Party a reasonable opportunity to seek a protective order or tootherwise perform remedial measures.

10. Neither Party shall use (and each Party shall procure that an Authorized Person shall not use) thename, trademarks (registered and unregistered), service marks, logos and/or brands of the other Partyin any advertisement, publicity campaign or other public disclosure not permitted by this Agreementwithout the prior written consent of the other Party.

11. The term of this Agreement shall continue from the Execution Date until terminated by mutualconsent of the parties. Notwithstanding the termination of this Agreement, the obligations of theReceiving Party concerning confidentiality shall not terminate.

12. All Confidential Information (and any copies of all or any part of it) shall be deemed to be and shallremain the property of the Disclosing Party.

13. The Disclosing Party makes no representations or warranties as to the accuracy or completeness ofthe Confidential Information disclosed. None of the Confidential Information disclosed by a Partyconstitutes any representation, warranty, assurance, guarantee or inducement by such Party to theother Party with respect to information divulged.

14 Each of the Parties shall not assign, convey or otherwise transfer its rights or obligations under thisAgreement without the prior written consent of the other Party.

15. This Agreement shall be governed by and construed in accordance with Philippine law. Each Partyirrevocably agrees to submit to the exclusive jurisdiction of the courts of Manila, Philippines over anyclaim or matter arising under or in connection with this Agreement or the legal relationshipsestablished by this Agreement.

16. The failure of any party to insist upon a strict performance or compliance of any of the terms,conditions and covenants under this Agreement shall not be deemed a relinquishment or waiver of anyright or remedy that either Party may have, nor shall it be construed as a waiver of any subsequent

breach or default of the terms, conditions or covenants under the Agreement. Unless otherwiseprovided herein, a waiver of any right arising under the Agreement or the applicable law shall bedeemed to be effective if expressed in writing and approved by both Parties.

17. The invalidation of any of the terms, conditions, stipulations, covenants, restrictions, or any part ofthe Agreement by a final judgment of any court or quasi-judicial body, shall not affect the otherprovisions of the Agreement.

18.This Agreement shall become effective upon execution of thereof, and the same shall be bindingupon the assigns, representatives, agents, and/or successors-in-interest of both Parties


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IN WITNESS WHEREOF, the Parties or persons duly authorized on their behalf haveexecuted this Agreement the day and year before written.

_________________________________ ______________________________

By: By:

_________________________________ _____________________________Name: EDGIMAR H. LINING CHERYL MAY U. CHUA

Title: President & General Manager Central Purchasing Unit Head,

Linergy Construction Corp. LFUG-GOC

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

SS BEFORE ME, a Notary Public for and in Quezon City , this 26th February 2014 ,

personally appeared the following:

NAME Valid I.D. ISSUED ON/AT

By:

Edgimar H. Lining SSS # 03-9439921-0 Quezon City

__________________________ ___________ _______________

By:CHERYL MAY U. CHUA

Known to me and to me known to be the same persons who executed the foregoing instrument andacknowledged to me that the same is their free and voluntary act and deed and of the corporations hereinrepresented.

This Acknowledgement refers to a Non-Disclosure Agreement consisting of five (5) pages including this pagewherein the acknowledgment is written duly assigned by both parties and their instrumental witnesses.

WITNESS MY HAND AND SEAL on the date and place first above written.

NOTARY PUBLIC

Doc. No. _________

Page No. _________ Book No. _________

Series of 201___.

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