NON-DISCLOSURE AGREEMENT (NDA)

This NDA is made this ____ day of ________________ by and between:

(Information of Host Company)

and

(Information of School and Student)

I. CONFIDENTIAL INFORMATION

Confidential Information means any information that concerns the business, operations,
finances, plans, and identity of ________, as well as any and all personal and business
information of the Officer of ________ with whom the __________ will be assigned which is
disclosed to or acquired by the _________ in connection with his/her role as a researcher
with _______ and which:

(a) is by its nature confidential;

(b) is designated by ______ with whom the ________ is assigned as confidential; or
(c) the ________ knows or ought to know is confidential,

but does not include information which:

(a) is or becomes public knowledge other than by a breach of this NDA; and
(b) is in the possession of the ________ or the ________without restriction in relation to
disclosure on or before the date on which it is disclosed to or acquired by the
Recipient.

II. PROVISION OF CONFIDENTIAL INFORMATION

The Confidential Information remains the property of ______ which provided the same and
this NDA does not give the _______ any right, title or interest in the Confidential
Information.

III. USE OF CONFIDENTIAL INFORMATION

1. The __________ must not, and must not permit or enable any other person to,
without the prior written approval of ________ or the Officer of _______ with
whom he/she is assigned:
(a) use the Confidential Information other than as necessary to carry out the
terms and conditions of this NDA; or
 (b) subject to ______ hereof, disclose Confidential Information any person,
entity, organization, partnership, corporation or association whether or not
these persons and entities are also connected with ________.

2. Even if the ______________ is entitled to disclose Confidential Information

without the prior written approval of _________ or the Officer of ______ with
whom he/she is assigned, it must:
(a) otherwise keep the Confidential Information confidential; and
(b) ensure as far as possible that any person to whom the Confidential
Information is disclosed keeps the Confidential Information confidential in
accordance with this NDA.

3. Before making any disclosure pursuant to clause 2 above, the __________ must:
(a) give the other details of the reasons for the disclosure and a copy of the
information the _________ proposes to disclose; and
(b) provide _________ with whom he/she is assigned with all assistance and
co-operation which it considers necessary to prevent or limit the disclosure
including making such amendments (if any) as requested by it to the terms
of the disclosure.

4. The ____________ must inform in writing __________ with whom he/she is

assigned immediately if she becomes aware or suspects that there has been any
unauthorized disclosure or use of confidential information as defined under this
NDA and shall take all reasonable steps to limit, stop or remedy such unauthorized
disclosure or use.

5. The ____________ must take reasonable steps to protect the Confidential

Information and keep it secure from unauthorized persons.

6. The ____________ must, at the end of this NDA or within ____ days after a
written direction by the other to do so, return or destroy, at the election of the latter,
all Confidential Information in his possession, custody or control.

IV. DURATION

The obligations in this NDA continue even after the expiration and/or termination of the
same.

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V. INDEMNITY

The ____________ shall indemnify ________ against all claims, proceedings, expenses,
costs (including legal costs on a solicitor and own client basis), damages, losses and other
liabilities of any kind incurred in connection with:
(a) any breach of this NDA; or
(b) any act or omission by the _________ or any agents, heirs, assigns or
advisers of the __________ which, if done or omitted to be done by it,
would be a breach of the ________ obligations under this NDA.

In case of breach of any of the provisions of this NDA by the ________, ________ with
whom he/she is assigned shall be entitled to liquidated damages, in addition to any other
damages which it may be entitled under the law, equivalent to twenty percent (20%)
attorney’s fees in the event it is constrained to engage the services of counsel to prosecute its
claim.

This is without prejudice to the right of _______ to subject the ________ to disciplinary
action, including termination, for violation of any of the provisions of this Agreement.

VI. GOVERNING LAW

a. The law of this NDA is the law in force in the Republic of the Philippines.
b. The parties submit only to the jurisdiction of the courts in ________ City in
any matter arising from this NDA.

VII. GENERAL

1. The terms and conditions of this NDA may only be amended, or its provisions
waived, in writing by the parties.

2. The non-exercise of, or a delay in exercising, any power or right by _______ with
whom he/she is assigned does not operate as a waiver of that power or right, nor
does any single exercise of a power or right preclude any other or further exercise of
it or the exercise of any other power or right by it.

3. The __________ must not assign or novate his/her rights or obligations under this
NDA, without the written consent of ________ with whom he/she is assigned.
4. All notices and comments related to or pertaining to any of the provisions of this
NDA shall be made in writing delivered either by person or by registered mail and
sent to the addresses of the Parties herein specified above, unless a change of
address has been given in writing.

5. Should any provision of this NDA be found to be invalid, the other remaining valid
provisions shall not be affected thereby.

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6. This NDA constitutes the entire agreement between the parties in respect of its
subject matter and supersedes all other discussions, representations, statements and
agreements in respect of the Confidential Information made or given prior to the
date of this NDA.

(SCHOOL) ___________________________
(Student)

(HOST COMPANY) ___________________________

(Respondent of the Company)

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES

CITY OF ________

BEFORE ME, a Notary Public, for and in the above jurisdiction, this ____ th day of
______________ personally appeared the following:

Name Valid ID No. Date/Place Issued

known to me and to me known to be the same persons who executed the foregoing instrument and
acknowledged to me that the same is their free and voluntary act and deed and the entities which
they represent.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date and place
abovewritten.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 20___.