PRIVACY, CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Agreement is made and entered into by and between ABOVEWATER DIGITAL
MARKETING SERVICES (ADMS) as PARTNER and MR. AERON GARCIA SAMBILE as CLIENT, in
connec5on with the informa5on and data shared by the both par5es per5nent to the
informa5on relevant to the engaged service and its business. This Agreement is being executed
to safeguard and protect Personal, Privacy, Confiden5al and Proprietary Informa5on
[Intellectual Property (IP) and/or Intellectual Property Rights (IPRs)] owned by the ADMS and
the RECEIVING PARTY do hereby agree, as follows:

I. CONFIDENTIAL INFORMATION:


a. “Confiden5al Informa5on,” as used herein shall mean proprietary informa5on

and/or data provided by PARTNER to the CLIENT during the disclosure of
confiden5al informa5on, which are to be kept confiden5al by the CLIENT.

b. All informa5on provided through and/or by PARTNER to the CLIENT for the
engagement agreement shall be marked as “Proprietary and Strictly
Confiden5al.”

c. Informa5on disclosed through oral presenta5on and/or through powerpoint

presenta5on and/or other means must be iden5fied also as strictly confiden5al
during and aSer the 5me/period of disclosure.

d. It is agreed that the CLIENT shall keep the informa5on confiden5al and shall
not publish or otherwise disclose such informa5on except to the extent that it
can be established by the CLIENT by competent proof that such informa5on:

e. Was already known to the CLIENT, other than under an obliga5on of

confiden5ality, at the 5me of disclosure and/or presenta5on;
 f. Was generally available to the public or otherwise part of the public domain at
the 5me of its disclosure to the CLIENT;

g. Became generally available to the public or otherwise part of the public domain
aSer its disclosure and other than through any act or omission of the CLIENT;

h. Was subsequently lawfully disclosed to the CLIENT by a Third Party authorized

by PARTNER and CLIENT; and

i. Was included in the only presenta5on made by PARTNER that was agreed with
the CLIENT solely for the purpose of gaining clients for itself.


II. Except as provided herein, the CLIENT will not disclose any Confiden5al Informa5on to any
other person or will use any Confiden5al Informa5on other than in connec5on with the
commissioned work without its prior wriYen approval. Each one or all agree to observe,
exercise and execute extreme care in protec5ng the confiden5ality of any Confiden5al and
Proprietary Informa5on.


III. All Confiden5al Informa5on delivered/presented and/or disclosed by PARTNER will be and
remain as Intellectual Property of the same. All Confiden5al Informa5on, and/or any hard
copies, thereof of the disclosed confiden5al informa5on will be promptly returned without
retaining a copy in the possession of the CLIENT. All electronic documenta5on of the
confiden5al informa5on will be deleted from the file repository of the CLIENT once the
commissioned work is completed, or if the means wanted to do so.


IV. Any one or all persons listed herein recognize and agree that nothing contained in this
Agreement shall be constructed as gran5ng any rights in his/her/their favor, by license or
otherwise, to any Confiden5al Informa5on except as specified in this Agreement.

V. Any one or all persons listed herein similarly acknowledge that all Confiden5al Informa5on
is owned solely by PARTNER in extend to its contribu5on. Likewise, if the CLIENT imparted
its own contribu5on, with all good faith, it is deemed in this agreement that the same is
owned by the CLIENT and that unauthorized disclosure or use of such Confiden5al
Informa5on would cause irreparable harm and significant injury, the degree of which may
be difficult to ascertain. Accordingly, any one or all persons listed herein agree that
PARTNER shall have the right to obtain an immediate injunc5on enjoining any breach of
 this Agreement, as well as the right to pursue any and all other rights and remedies
available at law or in equity for such breach. Same rights will be observed for the CLIENT.


II. PRIVACY AND SECURITY POLICY

1. It is agreed that CLIENT as an engaging business is very willing and voluntarily provides
its essen5al informa5on in order for the Engagement Agreement to proceed. The
following documents needed are as follows:


a. Corporate Profile;
b. Copy of business licenses and permits;
c. Company Por^olio;
d. Marke5ng Informa5on; and
e. Any other documents, informa5on or data needed based on the Marke5ng Plan
Agreement.


2. The sole reason will be for plan implementa5on and government requirements.

III. CYBER SECURITY POLICY

1. It is agreed that CLIENT is willing to provide each personal informa5on, if needed, in
rela5on with “ANTI CYBERCRIME LAW” to protect and preserve the image of PARTNER
against any unlawful, inappropriate and libelous act against the same and its associates
or owner/s and employees. 


2. It is agreed that the mode of payment is mostly online, hence, both par5es are expected
to provide proof of payment (CLIENT) and acknowledgement receipt (PARTNER).


3. In connec5on with the same law, all online transac5ons shall not be disclosed to any
person who is not directly involved.

IV. EFFECTIVITY
1. This Agreement shall be constructed, interpreted and applied in accordance with the
laws of the Republic of the Philippines, subject to the terms and condi5ons as set forth
under paragraph 4, sec5on I of this Agreement. Any viola5on of the provisions of this
Agreement shall give cause for the PARTNER to proceed against the CLIENT for
appropriate ac5on such as civil, criminal or administra5ve remedies.

 2. In the event of dispute arising and/or resul5ng from this Agreement, it is expressly
agreed that the venue thereof shall be in the proper courts of the Municipality of
Concepcion, Province of Tarlac.


3. This Agreement shall be essen5al in order for ENGAGEMENT AGREEMENT to take effect 


4. Failure to provide each required informa5on and documents may lead to

DISCONTINUATION, SUSPENSION and/or CESSATION of the AGREEMENT.


V. SHARED DOCUMENTS, APPLICATIONS, TOOLS, EQUIPMENT, SYSTEM, SKILLS AND DATA

1. All effects related to the 5tle of this sec5on are hereby considered as confiden5al and
for official use only. 


2. That both par5es are well-aware of their du5es and responsibili5es rela5ng to the Title
of this sec5on.


3. That the same is to be returned, destroyed or compensated depending on the applicable

measures to be executed at the end of the period of the ENGAGEMENT AGREEMENT.


4. That any shared skills and/or system to both par5es shall be treated as invaluable
generosity, hence, it should be preserved with utmost confiden5ality and firmly without
compromising any form of integrity that may harm any or both par5es.


5. That both par5es are well-informed that this agreement is strictly observed and may
result in proper legal ac5on in court if necessary.

VI. CONFLICTS, VIOLATIONS AND AMICABLE SETTLEMENT

1. In case of conflicts, viola5ons or misunderstanding in rela5on with this agreement, it is

seYled that both par5es shall have proper forum to discuss the same for the purpose of
seYling it internally.


2. That both par5es, as a general rule, are seYled that any conflict or issue that may arise,
the Engagement Agreement shall prevail and be priori5zed without harming its period of
 effec5vity.


3. That both par5es are willing to have an amicable seYlement to resolve the issue, may it
be in the form of monetary compensa5on, service or products that shall be put into
wri5ng as a public instrument.


4. That with all diligent effort to seYle the same but with no posi5ve result, each and every
effort that was made, and any informa5on collected shall be added as an evidence
against the oppressing party.


This Agreement may be modified only upon wriYen agreement between the Par5es.

Executed as of the 3rd day of November in the year 2021.

JO EPHRAIM M. LOPEZ
Co-founder, ABOVEWATER DIGITAL MARKETING SERVICES

AERON GARCIA SAMBILE

Business Owner