Non-Disclosure Agreement


Effective Date: [Effective Date of Submission]


This Non-Disclosure Agreement (the "Agreement") is entered into by and between:

Disclosing Party
Verxati Construction Corporation
104 Caritan Highway, Caritan Norte, Tuguegarao City, Cagayan 3500

Receiving Party:
The individual registering as an marketing associate.

Both parties agree to the following:

1. Purpose

The Parties wish to establish a business relationship wherein the Receiving Party will act as a sales agent for the Disclosing Party. In connection with this relationship, the Disclosing Party may disclose confidential information ("Confidential Information") to the Receiving Party.

2. Definition of Confidential Information

For the purposes of this Agreement, "Confidential Information" means any information or material that is proprietary to the Disclosing Party, whether written, oral, electronic, or other form, and whether or not marked or identified as "confidential," including, but not limited to, business plans, financial records, customer lists, marketing strategies, trade secrets, technical data, product designs, and any other information that is not generally known to the public.

3. Obligations of Receiving Party

The Receiving Party agrees to:

  • Maintain the confidentiality of the Confidential Information and not disclose it to any third party without the prior written consent of the Disclosing Party.
  • Use the Confidential Information solely for the Purpose.
  • Take all reasonable steps to protect the confidentiality of the Confidential Information and to prevent any unauthorized use or disclosure.
  • Limit disclosure of the Confidential Information to employees, agents, or third parties who need to know such information for the Purpose and who are bound by confidentiality obligations at least as restrictive as those in this Agreement.

4. Exclusions from Confidential Information

The obligations of confidentiality set forth in this Agreement shall not apply to any information that:

  • Is or becomes publicly known through no breach of this Agreement by the Receiving Party.
  • Is rightfully received by the Receiving Party from a third party without breach of any confidentiality obligation.
  • Is independently developed by the Receiving Party without use of or reference to the Confidential Information.
  • Is disclosed with the prior written consent of the Disclosing Party.
  • Is required to be disclosed by law or a valid court order, provided that the Receiving Party promptly notifies the Disclosing Party of such requirement and cooperates with any effort to limit or prevent the disclosure.

5. Non-Compete Clause

The Receiving Party agrees that during the term of this Agreement and for a period of two (2) years following the termination or expiration of this Agreement, the Receiving Party shall not, directly or indirectly:

  • Engage in any business that is in competition with the Disclosing Party’s business within the same geographical region or market.
  • Solicit or attempt to solicit business from any customers, clients, contacts, partners, subcontractors, affiliates, or existing agents of the Disclosing Party and its subsidiaries.
This non-compete clause is enforceable to the maximum extent permitted by law.

6. Intellectual Property

All intellectual property disclosed remains the property of the Disclosing Party. The Receiving Party gains no rights to such property under this Agreement.

7. Term and Termination

This Agreement shall commence on the Effective Date and continue until terminated by either party upon thirty (30) days' written notice to the other party. The confidentiality obligations under this Agreement shall survive the termination of this Agreement for a period of three (3) years from the date of termination.

8. Return of Materials

Upon termination of this Agreement, or upon the Disclosing Party's request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including any copies thereof, and certify in writing that it has done so.

9. No License

Nothing in this Agreement shall be construed as granting any rights or license to the Receiving Party under any intellectual property rights of the Disclosing Party, except as expressly set forth herein.

10. No Warranty

All Confidential Information is provided "as is" and without any warranty, express, implied, or otherwise, regarding its accuracy or performance.

11. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Philippines, without regard to its conflict of law principles.

12. Miscellaneous

  • Entire Agreement: This Agreement, including the Sales Agent Terms and Agreement, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.
  • Amendments: This Agreement may only be amended or modified by a written agreement signed by both parties.
  • Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
  • Waiver: No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.