Non-Disclosure Agreement: Crafts Comprehensive Consulting Corporation, A Corporation Duly
Non-Disclosure Agreement: Crafts Comprehensive Consulting Corporation, A Corporation Duly
Non-Disclosure Agreement: Crafts Comprehensive Consulting Corporation, A Corporation Duly
This Non-Disclosure Agreement (“NDA”) is made and entered int on June 06,2020 (“the effective
date”) by and between
-and-
(AUDITOR and IBA collectively referred to as “the Parties”). The Party disclosing information is
hereinafter referred to as “the Disclosing Party” and the party receiving the information is hereinafter
referred to as “the Receiving Party”).
1.1 This NDA has been signed for the purpose of the preparation, exchange and evaluation by the
parties of information relating to a potential study for PEZA Application of Iba Botanicals, Inc
Project in ABS CBN Ecovillage Iba, Zambales. (“The Purpose”)
1.2 Confidential information (herein referred to as “Information”) means any and all financial,
technical and commercial information relating to the Disclosing party’s business including but
not limited to contracts, financial models, financial statements, invoices, structures, designs,
drawings, pictures, specifications, formulae, manufacturing techniques, work processes, trade
secrets and know how, concepts and ideas, computer software, technical requirements, prices and
cost, marketing studies, business plans, projections and budgets, and information about the
disclosing party may disclose to the Receiving Party in connection with the Purpose.
1.3 For the purposes of this NDA the term Disclosing Party shall be deemed to include also its
employees, Information shall be considered “Information” regardless of its form or means of
communication ans shall include information transmitted orally, electronically, graphically,
visually, in writing or otherwise.
A. Is or becomes part of the public domain through no fault of the receiving party.
B. Is already known (at the time of disclosure) to the receiving party prior to disclosure of such
information by the disclosing party.
C. Is subsequently received by the receiving party from a third party who is not prohibited from
transmitting such information by a contractual, legal, fiduciary or other obligation owed to
the Disclosing Party, or
D. Is independently developed by the Receiving Party without use of any confidential or
proprietary information of the Disclosing Party.
2.1 The Receiving Party shall not ( whether directly or indirectly, orally, in writing or otherwise,
voluntarily or involuntarily) communicate, disclose, divulge, reveal or convey in any manner or
by means of communication whatsoever, any information to any person or entity, or use or
employ any information in any manner other than for the Purpose.
2.2 Notwithstanding the provisions of Article 2.1, the Receiving Party may disclose technical
information to a minimum number of employees, consultants, contractors, and affiliates who need
to know such information in order to enable the Receiving Party to accomplish the Purpose
(collectively, “Secondary Recipients”); provided that the Receiving Party shall cause such
Secondary Recipient to be bound and to comply with the obligations of the Receiving Party
contained in this Agreement.
2.3 If the Receiving Party is required by any government agency, court or other regulatory body to
provide information, the Receiving Party shall not be liable for such disclosure provided that
prior to such disclosure the Receiving Party shall use all reasonable effort to avoid disclosure by
legal means and notify the Disclosing Party promptly.
3. RIGHTS
3.1 The Receiving Party acknowledges that all information furnished to it by Disclosing Party or
prepared or developed by the Receiving Party on the basis of information in connection with the
provision of services to the Disclosing Party or otherwise is and shall remain valuable property of
the Disclosing Party, that title to and ownership of it and any and all copyright and other
intellectual property right shall be and shall remain exclusively with the Disclosing Party.
3.2 Nothing in this NDA shall be construed as granting any rights, interest, or license to any
copyright, trademark, trade secrets, patent rights, or other property rights of the Disclosing Party.
4. RETURN OF INFORMATION
4.1 With thirty (30) days following receipt of a written request of the Disclosing Party, the Receiving
Party shall, unless otherwise agreed in writing, deliver to the Disclosing Party all documents or
other materials, in any form whatsoever, constituting, containing, or comprising information,
together will all copies in the possession or under the control of the Receiving Party.
Notwithstanding the foregoing, the Receiving Party may retain one copy of the Information in its
legal files solely for the purposes of (x) maintaining a record of the information disclosed
hereunder, and (y) maintaining regulatory compliance.
6.1 The parties agree that any breach of the obligations hereunder may cause irreparable harm for
which the aggrieved party may have no adequate remedy at law. Accordingly, either party shall
be entitled to seek and obtain from the other injunctive relief against any breach hereof, in
addition to the right to assert any other remedy int may have under this agreement, at law or in
equity.
7. GOVERNING LAW
7.1 The Contract and any claims or litigation arising from shall be governed by the laws of the
Republic of the Philippines without regard to its conflict of law provisions.
IN WITNESS WHEREOF, the PARTIES have hereunto affixed their signatures on the date above
written.
_____________________________ ____________________________
ACKNOWLEDGMENT
Identified by me through their competent evidence of identity who represented to me that the
signatures affixed on the foregoing instrument or document was voluntarily affixed by them for the
purpose stated therein and declared to me that they executed the foregoing instrument as their free
and voluntary, act and deed.
I hereby certify that this instrument consists of four (4) pages including the page this
acknowledgment is written, signed by the executing parties and their instrumental witnesses in all
pages and sealed with my notarial seal on the date and place above written.
Doc. No._____;
Page No._____;
Book NO._____;
Series of 2020