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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is made

and entered into this ________________________ at _________________________,
Legazpi City, Philippines by and between:

The DEPARTMENT OF LABOR AND EMPLOYMENT RO-V, a

government agency with office address at DOLE5 Bldg., Doña Aurora
Street, Old Albay, Legazpi City, duly represented herein by its Regional
Director MA. ZENAIDA ANGARA A. CAMPITA, CESO III, hereinafter
referred to as the FIRST PARTY;

and

_____________________, an individual with his or her main address at

____________________________, hereinafter referred to as the
“Employee and/or Personnel”;

WITNESSETH:

WHEREAS, during the term of employment the Employee and/or Personnel may
become privy to certain confidential, sensitive, and important information concerning the
First Party and its transactions, as well as have access to the agency’s network, as such
Employee and/or Personnel understands that the confidentiality and security is of utmost
importance to the First Party;

WHEREAS, adequate safeguards for data privacy and network security shall be
adhered to and observed by the Parties in the course of accessing the aforementioned
information. All Employees and/or Personnel are required to comply with the acceptable
use policy, restricted access and security

NOW, THEREFORE, in consideration of Employee and/or Personnel

employment by the First Party and in consideration of the mutual promises and
covenants contained in this Agreement, the receipt of which is hereby acknowledged,
the Parties hereto agree as follows:

ARTICLE 1 – DEFINITION OF TERMS

1.1 “Confidential Information” shall mean any data or information so defined

under the Data Privacy Act of 2012 and its IRR that is proprietary to the First Party and
not generally known to the public, whether in tangible and intangible form, whenever and
however disclosed, including but not limited to the following:
(a) any concepts, reports, data, know-how, works-in-progress, designs,
development tools, specifications, computer software, source code, object code,
flow charts, databases, inventions, information and trade secrets;
(b) operations and techniques;
(c) systems, computer code, and technologies;
(d) client lists and other client information;
(e) programs, services, transactions, and operations;
(f) financial condition, financial activities, and investments; and

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(g) any other information that should reasonably be recognized as confidential

information of the First Party and/or of its affiliated entities.

1.2 “Privileged Information” refers to any and all forms of data which under
the Rules of Court and other pertinent laws constitute privileged information.

1.3 “Sensitive Personal Information” refers to personal information:

(a) about an individual’s race, ethnic origin, marital status, age, color, and
religious, philosophical or political affiliations;
(b) about an individual’s health, education, genetic or sexual life of a person,
or to any proceeding for any offense committed or alleged to have been
committed by such person, the disposal of such proceedings, ort the sentence
of any court in such proceedings;
(c) issued by government agencies peculiar to an individual which includes,
but not limited to, social security numbers, previous or current health records,
licenses or its denials, suspension or revocation, and tax returns; and
(d) specifically established by an executive order or an act of Congress to be
kept as classified.

ARTICLE 2 – EXCLUSIONS

2.1 “Confidential Information” does not include information that Employee and/or
Personnel can demonstrate as:
(a) was in Employee and/or Personnel’s possession prior to its being furnished to
him or her by the First Party under the terms of this Agreement, provided that the
source of the information was not known by the Employee and/or Personnel to
be bound by a confidentiality agreement with or other continual, legal or fiduciary
obligation of confidentiality to the First Party; or
(b) is now, or hereafter becomes, through no act or failure to act on the part of
the Employee and/or Personnel, generally known to the public; or
(c) is independently developed by Employee and/or Personnel without use of or
reference to the Confidential Information; or
(d) has been disclosed other than the Employee and/or Personnel’s breach of the
provisions of this Agreement; or
(e) which the Employee and/or Personnel can prove was acquired from a third
party who was not subject to any confidentiality restrictions; or
(f) was disclosed by the Employee and/or Personnel as required by any
applicable law or court order, under which circumstance the Confidential
Information shall be disclosed only to the extent as expressly specified by such
applicable law or court order.

ARTICLE 3 – CONFIDENTIALITY

3.1 The Employee and/or Personnel shall not disclose any of the Confidential
Information, Privileged and Sensitive Personal Information in any manner whatsoever,
except as provided in this Agreement, and shall hold and maintain such information in
strictest confidence. Employee and/or Personnel hereby agrees to indemnify the First
Party against any and all losses, damages, claims, expenses, and Attorney’s fees
incurred or suffered by the First Party as a result of the breach of this Agreement by the
Employee and/or Personnel.

3.2 Both Parties acknowledge that the Confidential, Privileged, and Sensitive
Personal Information to be disclosed hereunder is of a unique and valuable character,

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and that the unauthorized dissemination of such would destroy or diminish the value of
such information.

ARTICLE 4 – USE OF INFORMATION

4.1 Employee and/or Personnel shall use the Confidential Information solely
in connection with the current contemplated relationship between the Parties and not for
any purpose other than as authorized by this Agreement. No other right or license,
whether expressed or implied in the Confidential Information is granted to the Employee
and/or Personnel hereunder. Title to the Confidential Information will remain solely in the
First Party. All use of Confidential Information by the Employee and/or Personnel shall
be for the benefit of the First Party.

4.2 Employee and/or Personnel agrees that, except in promoting the First
Party’s transactions, and as necessary in performing the duties of his or her employment
with the First Party, Employee and/or Personnel shall not use in any manner, directly or
indirectly, any confidential, sensitive, or privileged information.

4.3 Confidential, sensitive, and privileged Information furnished in tangible

form shall not be reproduced nor used commercially except for purposes of this
Agreement.

4.5 Employee and/or Personnel agrees that he or she will never use any
confidential, sensitive, or privileged information for his other own benefit or for the benefit
of any person or entity other than the First Party.

ARTICLE 5 – EMPLOYEE’S OBLIGATIONS RELATIVE TO NETWORK

SECURITY AND DATA BREACH PREVENTIVE MEASURES

5.1 Employee and/or Personnel agrees that the Confidential Information is to

be considered confidential and proprietary to the First Party and Employee and/or
Personnel shall hold the same in strict confidence and will exercise a reasonable degree
of care to prevent its disclosure other than for the purposes of its business with the First
Party.
5.2 Employee and/or Personnel shall not disclose, publish or otherwise
reveal any of the Confidential Information received from the First Party to any other party
whatsoever except with the specific prior written authorization of the First Party.
5.3 The Employee and/or Personnel understands and agrees that as may be
required for the First Party’s transactions and operations and the Employee and/or
Personnel’s performance of his or her duties, the Employee and/or Personnel may from
time to time have access to Confidential Information owned by the First Party’s Affiliates.
5.4 The Employee and/or Personnel understands and agrees that the First
Party may from time to time receive confidential information of or relating to third parties
which would require the First Party to maintain in confidence. The Employee and/or
Personnel agrees to maintain in confidence such Confidential Information for the First
Party and such third parties and in no event disclose to any party other than the First
Party and such third parties.

5.5 Employee acknowledges and agrees that all Confidential Information

delivered/ presented and/or disclosed by the First Party to the Employee and/or
Personnel by virtue of this Agreement, will be and remain as exclusive property of the
Company. The Employee has no independent or individual claim to such Confidential
Information for any purpose.

5.6 Employee and/or Personnel further agrees to notify the First Party
immediately in the event that he or she becomes aware of any:

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(a) unauthorized use or disclosure of Confidential Information by any

third party; or
(b) actions by Employee and/or Personnel or its representatives
inconsistent with their respective obligations under this Agreement.

5.7 The Employee and/or Personnel shall cooperate with any and all efforts
of the First Party to help it regain possession of Confidential Information and prevent its
further unauthorized use.
5.8 Employee and/or Personnel shall not directly or indirectly acquire
Confidential Information by any improper methods or allow third parties to do the same.
For the purpose of this Agreement, “acquire by any improper methods” includes stealing,
fraud, threat, bribery, unauthorized reproduction, breach of confidentiality obligations,
persuasion of others to breach any confidentiality obligation or similar methods of the
same nature.
5.9 Follow strict network security protocols including:

(a) Network Access Restriction. Only authorized devices are allowed to

connect and access the network.
(b) Guest Access Portal. All office guests shall be connected to the Guest
Access Portal to have access to the Internet.
(c) Utilization of Firewalls to secure the network from cyberattacks and
protect vulnerable systems and private data in the networks from
unauthorized access.
(d) Connecting external/portable storage devices is strictly prohibited.

5.10 Guidelines on User Access Responsibility

(a) Users shall secure the accounts and passwords used to access the
office’s systems. “Your account, your responsibility.” Passwords should
be memorized and should not be written down and displayed in
conspicuous places or stored on any medium.
(b) Never leave a system unattended while user is logged into an active
session. When leaving the workstation, even for a brief period of time, it is
strongly recommended to log off the system.
(c) Always run and do not disable Windows automatic update to keep the
operating system up-to-date.

5.11 Proper Document Disposal. Documents to be disposed shall be

shredded, censored, or mutilated.

5.12 Other Measures. In the Processing of Information and accessing of

network, the Employee and/or Personnel commit to observe the most appropriate
security measures, whether physical, technical, or organizational, according to
the requirements of data privacy laws, regulations, and government issuances.

ARTICLE 6 – REQUIRED DISCLOSURES

6.1 Employee and/or Personnel may disclose the First Party’s Confidential
Information if and to the extent that such disclosure is required by court order, provided
that the Employee and/or Personnel provides the First Party with a reasonable
opportunity to review the disclosure before it is made and to interpose its own objection
to the disclosure. Employee and/or Personnel shall provide reasonable cooperation as
may be requested by the First Party in connection therewith.

ARTICLE 7 – TERM

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7.1 The obligation of the Employee and/or Personnel herein shall be effective
three (5) years from the date the last discloses any Confidential Information to Employee
pursuant to this Agreement.

ARTICLE 8 – RETURN OF DOCUMENTS

8.1 The Employee and/or Personnel agrees that upon the termination of
employment from the company, he or she shall return to the First Party all tangible
material embodying any Confidential Information provided herein and all notes,
summaries, memoranda, drawings, manuals, records, excerpts or derivative information,
and all other documents or materials and all copies of any of the foregoing, including
“copies” that have been converted to computerized media in the form of image, data,
word processing, or other types of files either manually or by image capture based on or
including any Confidential Information, in whatever form of storage or retrieval, upon the
earlier of:

(a) the completion or termination of the dealings between the parties;

(b) the termination of this Agreement; or
(c) at such time as the First Party may so request. Provided, however, that the
Employee and/or Personnel may retain such documents as is necessary to
enable it to comply with its reasonable document retention policies.

ARTICLE 9 – IRREPARABLE HARM

9.1 Employee and/or Personnel understands and acknowledges that any

disclosure or misappropriation of any of the confidential information or network security
breach in violation of this Agreement may cause the First Party irreparable harm, the
amount of which may be difficult to ascertain, and therefore agrees that the First Party
shall have the right to apply to a court of competent jurisdiction for specific performance
and/or an order restraining and enjoining any such further disclosure or breach or for
such other relief as the First Party shall deem appropriate. Such right of the First Party
shall be in addition to the remedies otherwise available to the Company at law or in
equity.

ARTICLE 10 – GOVERNING LAW AND EQUITABLE RELIEF

10.1 This Agreement shall be governed and construed in accordance with the
laws of the Republic of the Philippines and the Employee and/or Personnel consents to
the exclusive jurisdiction of the courts located therein for any dispute arising out of this
Agreement.

10.2 Employee agrees that in the event of any breach or threatened breach by
Employee and/or Personnel, the Company may obtain, in addition to any other legal
remedy which may be available, such equitable relief as may be necessary to protect the
First Party against any such breach or threat thereof.

10.3 The First Party reserves the right to take disciplinary action, up to and
including termination, for violations of this agreement in addition to pursuing civil or
criminal penalties.

ARTICLE 11 – NO IMPLIED WAIVER

11.1 Either Party’s failure to insist in any one or more instances upon strict
performance by the other party of any terms of this Agreement shall not be construed as

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a waiver of any continuing or subsequent failure to perform or delay in performance of

any of the terms herein.

ARTICLE 12 – SEVERABILITY

12.1 If any term of this Agreement is held by a court of competent jurisdiction

to be invalid or unenforceable, then this Agreement, including all of the remaining terms
herein, will remain in full force and effect as if such invalid or unenforceable term had
never been included herein.

ARTICLE 13 – ENTIRE AGREEMENT AND AMENDMENTS

13.1 This Agreement expresses the full and complete understanding of the
parties with respect to the subject matter hereof and supersedes all prior or
contemporaneous proposals, agreements, and representations, whether written or oral,
with respect to the subject matter.

13.2 This Agreement is not, however, to limit any rights that the First Party
may have under trade secret, copyright, patent, or any other laws that may be available
to the First Party.

13.3 This Agreement may not be amended or modified except in writing signed
by each of the parties in this Agreement. This Agreement shall be construed as to its fair
meaning and not strictly for or against either party. The headings hereof are descriptive
only and not to be construed in interpreting the provisions hereof.

MA. ZENAIDA A. ANGARA-CAMPITA, CESO III

Regional Director Employee and/or Personnel
DOLE RO-V
First Party

SIGNED IN THE PRESENCE OF:

EDUARDO PEDRO V. CAÑO ALBERTO DACALLOS

IMSD Chief Admin. Aide IV

ACKNOWLEDGMENT

Republic of the Philippines )

______________________ ) S.S.

BEFORE ME, a Notary Public for and in _____________________, Philippines, this

___________________, personally appeared the following:

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Name Competent Proof Place and Date

of Identity Issued/ Expiry

who as identified by me through their competent evidence of identity, as indicated

above, to be the same persons described in the foregoing instrument, consisting of
seven (7) pages, and acknowledged before me that their signature on the instrument
was voluntarily affixed by them for the purposes stated therein, and declared to me that
they executed the instrument as their free and voluntary act and deed that they have the
authority to sign on behalf of the entity that they represent.

WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first above-
written.

NOTARY PUBLIC

Doc. No. ______ ;

Page No. ______ ;
Book No. ______ ;
Series of 2023.

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT DOLE RO-V