Professional Documents
Culture Documents
Contract or Reguralization of Employment
Contract or Reguralization of Employment
and
(Name) of legal age and with residential address at (Complete Address). Hereinafter referred to as the
“EMPLOYEE”
The EMPLOYEE hereby agrees to the following terms of this contract.
The EMPLOYEE is hereby appointed as (Position) on a Regular status effective on (Date Regularized)
A. COMPENSATION. The EMPLOYEE shall receive on a Monthly basis every 5 and 20 of the th th
The written contract and its annex/annexes constitute the entire agreement between the
parties binding between them and their assigns heirs and successor interest.
IN WITNESS WHEREOF, the parties affix their signature on this 8th day of April 2019 at Quezon City.
By:
_________________________________ __________________________________
ACKNOWLEDGMENT
Doc No.________
Page No._______
Book No._______
Series of 2019.
NON-DISCLOSURE AGREEMENT (ANNEX-B)
This NON-DISCLOSURE AGREEMENT, made and entered into this _______ day of ___________,20__
by and between:
( Tier 1 Entertainment Inc.), a corporation duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with office address at (state the
address), Philippines, duly represented in this act by its President/Chief Executive
Officer, herein referred to as "Disclosing Party";
- and –
(Name of the Talent/employee), of legal age, with address at (State the address),
hereinafter referred to as the “Recieving Party",
WITNESSETH, That:
WHEREAS, the parties intend to discuss and evaluate the possibility of entering into a streaming
arrangement with each other, and during such discussion it may be necessary to disclose certain
Confidential Information, as defined hereunder, to the Second party;
WHEREAS, in order to protect the Confidential Information, the parties agree as follows:
1. DEFINITION
"Confidential Information" means all information of any kind, whether in written or other tangible
form or orally or visually furnished, which ought reasonably and mutually to be understood by the
parties to be confidential or which is mutually identified by them as being confidential
including, but not limited to the following:
(c) customer lists and other information relating to other persons, including
customers, subcontractors, employees, and co-venturers of both parties or any of
their customers or potential customers.
A party may disclose Confidential Information (the "Disclosing Party") to the other party (the
"Recipient"). The Recipient acknowledges the strict confidential and proprietary nature of all
Confidential Information received from the Disclosing party, and that it has no proprietary right
whatsoever to the Confidential Information unless otherwise mutually agreed upon in writing by
the parties.
Neither party shall, without the prior written consent of the other party:
(b) disclose any or all parts of the Confidential Information to any person, including
any third party of the parties, unless such persons are required to have
knowledge of the Confidential Information for the parties to achieve their mutual
purposes, as may be determined by the original disclosing party, and they have
been advised of the confidential and proprietary nature of the Information and
have agreed to protect the same; or
4. EXCLUSIONS
The parties' restrictions under clause 3 shall not apply to Confidential Information which:
(b) becomes known to the parties without confidential or proprietary restriction from
a source other than any of the parties, or
(c) the receiving party can show by written records was rightfully in its possession
prior to this Agreement; or
(d) the receiving party is obliged by law or proper government authority to disclose,
in which case it shall notify the Disclosing Party in writing of the circumstances
under which such disclosure will be made, including the nature of the disclosure
and the entity to which it is to be made.
Notwithstanding the above, if the receiving party is obliged or required by any court or
governmental, regulatory, or other body or person, to disclose Confidential Information, it shall, if
so required in writing and for valid and lawful reasons by the Disclosing Party, and if practicable
or feasible, cooperate with the Disclosing Party in opposing such requirement or request, subject
to the duty of the disclosing party to equally share with the receiving party the necessary litigation
and related expenses for the purpose.
In consideration of the mutual exchange and disclosure of Confidential Information, each party
undertakes, in relation to the other party's Confidential Information:
(a) To maintain the same in confidence and to use it solely and exclusively for the
mutual purpose or purposes of the parties, for which the Confidential Information
was disclosed, and not for any other purpose or benefit or for the purpose or
benefit of any unauthorized third party or the recipient party alone;
(b) Not to copy, reproduce, or reduce in writing or in any form, any part thereof
except as may be reasonably necessary for the parties' mutual purpose or
purposes. Any copies, reproduction, reductions to writing, or in any form so made
shall be the property of the Disclosing Party, unless otherwise agreed in writing
by the parties or waived by the Disclosing Party in writing;
(c) Not to disclose the same whether to its employees or to third parties, except in
confidence to such employees who need to know the same for the mutual
purpose or purposes of the parties. Both parties undertake that these employees
or third parties are obliged under their respective contracts of employment or
service agreement or similar confidentiality agreements not to disclose the
Confidential Information;
(d) To be responsible for the performance of sub-clauses (a), (b) and (c) above on
the part of its employees to whom the same is disclosed pursuant to sub-clause
(c) above; and
(e) To apply thereto security measures and such degree of care not less than those
which the Receiving Party applies to its own confidential or proprietary
information and which the Recipient warrants as providing adequate protection of
such information from unauthorized disclosure, copy or use.
6. ASSIGNMENT
This Agreement is not assignable without the other party's prior written consent. Any attempt by
the one party to assign or transfer any of the rights, obligations or duties of this Agreement
without the prior written consent of the other party shall be void and of no effect.
Upon termination of this Agreement, the parties shall demand of each other the immediate return
of all copies of documents, equipment, materials and other related items/gadgets/technology
containing Confidential Information disclosed to one party by the other, to the possession or
control of the Disclosing Party within (1) one month from completion of the mutual purpose or
purposes of the parties, or receipt of a written request from the other party, which written request
shall enumerate the specific documents, equipment’s and materials wished by the disclosing
party to be returned to it by the receiving party. The receiving party shall certify in writing to the
Disclosing Party that it retains no copy and has fully complied with the requirements of this
clause.
8. WARRANTY
8.1 Each party reserves all rights it may have by law or contract to its Confidential
Information and no rights or obligation other than those expressly stated herein are
granted or implied from this Agreement, unless otherwise agreed in writing by the parties.
No license is hereby granted by one party to the other, directly or indirectly, under any
existing patent, invention, discovery, copyright, trade secret, trademark, service mark, or
other intellectual property held or obtained in the future by either party.
8.2 Each party warrants that it has full right and authority to enter into this Agreement, and
that it is, unless expressly identified otherwise, the owner of its respective Confidential
Information; and that it has the right to disclose its Confidential Information to the other
party and to authorize the other party to use the same for the mutual purpose or
purposes of the parties.
8.3 Unless otherwise stated in this Agreement, no warranty, express or implied, in the
Confidential Information disclosed is granted by this Agreement, and warranties of
merchantability, fitness for a particular purpose, accuracy or completeness are hereby
disclaimed. Neither party shall be liable for any special, indirect or consequential
damages, regardless of the form of action and even if such party is advised as to the
possibility of such damages, except in cases of malice, bad faith and tortuous acts.
9. ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties
concerning the confidentiality of this Agreement and supersedes all previous agreements,
negotiations, commitments, writings, and discussions between them as to the subject prior to the
date hereof. There are no prior representations or warranties between the parties relating to the
Confidentiality Information of this Agreement.
If any term or provision of this Agreement should be declared illegal or invalid by a court of
competent jurisdiction, the remaining terms and provisions of this Agreement shall remain
unimpaired and in full force.
1. The term of this Agreement shall be five (5) years from the date of execution of this Agreement by
both parties' duly authorized representatives. Either party can terminate this Agreement without
cause upon written notice to the other party at least thirty (30) days prior to the intended date of
termination. Notwithstanding the expiration or termination of this Agreement, the obligation of the
parties to protect Confidential Information and the restrictions on use of Confidential Information
shall survive for the period of five (5) years counted from the date of such expiration or
termination. Any breach to the confidential information the receiving party who breached as such,
will be penalized in the amount of two million pesos (P2,000,000.00) by way of liquidated
damages or a higher amount that may be proven by the EMPLOYER at the latter’s option;
2. Payment of liquidated damages shall in no way affect the other rights which the EMPLPOYER
may have against the FIXED TERM WORKER, especially the right to obtain injunctive relief
against him/her.
11. NOTIFICATION
The parties agree to immediately notify each other in writing if any one of them becomes aware of
any disclosure of Confidential Information that it knows or believes to be unauthorized by the
other party.
All notices under this Agreement shall be in writing and shall be sent personally, by facsimile, or
registered mail to the party being served at its address specified above and marked for the
attention of such party's signatory in this Agreement. The date of service shall be deemed to be
the date of transmittal by the sending party, if the notice is sent by facsimile or the date of actual
receipt of the notice is sent personally or by registered mail.
12. FORCE MAJEURE
Neither of the parties shall be considered in breach of an obligation under the Agreement to the
extent such party can establish that fulfilment of the obligation has been prevented by force
majeure. Force majeure, for the purposes of this Agreement, shall include acts of God, war
(declared or undeclared), hostilities, rebellion, insurrections, acts of terrorism, actual or
threatened, any act of any government, any instrumentality or agency thereof, or any act or cause
which is reasonably beyond the control of such party ; Provided, that the party prevented from or
hindered or delayed in performance by any such cause shall have used its best efforts to avoid,
overcome, mitigate and offset its effects. The party so prevented from or hindered or delayed in
complying herewith shall immediately give written notice thereof to the other party and shall
continue to take any action within its power to comply as fully as possible with its obligations
hereunder.
13.1 Should any party breach any material provision of this Agreement, which breach may be
established by substantial evidence in arbitration proceedings outlined herein, and unless
the breach shall have been caused by force majeure, such party shall be liable for
damages to the other party in an amount to be determined by the arbitration panel.
13.2 Any dispute or difference between the parties relating to their rights or obligations under
this Agreement shall first be referred for consideration by each party by notice in writing
to the other party. If the dispute or difference is not resolved within a period of sixty (60)
days, then either party may submit the dispute for arbitration in accordance with the
following:
13.2.1 The arbitration proceedings shall be conducted in accordance with the rules of
procedure for arbitration of the Mediation Board. Each Party shall appoint one
arbitrator. The arbitrators thus appointed shall select a third arbitrator who shall
act as the presiding arbitrator of the tribunal or panel;
13.2.2 Unless agreed otherwise by the Parties, the arbitration shall be conducted in the
English language in Metro Manila, Philippines;
13.2.3 The Parties agree that this arbitration clause is an explicit waiver of immunity
against validity and enforcement of the award or any judgment thereon made
pursuant thereto and that such award or judgment thereon, if unsatisfied, shall be
enforceable in any court having jurisdiction in accordance with its laws against
any party participating in the arbitration;
13.2.4 The parties agree that the award of the arbitration tribunal shall be the sole
remedy for all claims and counterclaims concerning the matter in dispute
presented to the arbitration tribunal. The costs, expenses, fees, and charges of
the arbitration proceedings shall be equally shared by the parties.
14. GOVERNING LAWS
This Agreement shall be governed by and construed in accordance with the laws of the Republic
of the Philippines.
This Agreement may be modified upon written agreement between the Parties.
IN WITNESS THEREOF, we have hereunto affixes our signature this ______ day of
___________________ 20______.
__________________________ _________________________