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1、NON-DISCLOSURE AGREEMENTThis NON-DISCLOSURE AGREEMENT is entered into by company name A, having its registered address at company As address herein referred to as “company A brief ” and by company name B having its registered address at company Bs address hereinafter referred to as “company B brief”
2、 in consideration of each party providing information to the other and made effective as of the date of its signing.1. company A brief will provide company B brief certain documentation, all of highly confidential and proprietary nature,. In like manner, company B brief will provide company A brief
3、with certain documentation, all of highly confidential and proprietary nature, related to products and services that may be offered or provided directly or indirectly by company B brief. These documentations are, in the form of equipment diagrams, model and feature descriptions, product specificatio
4、ns, financial data and other operations and maintenance data (hereinafter referred to as “INFORMATION”).The INFORMATION being provided by one party is being made available to the other party for a maximum period of twelve(12) months from the date of this Agreement. All written INFORMATION is usually
5、 marked “Proprietary” or “Confidential”. All INFORMAION orally disclosed shall be subject to this Agreement provided that the disclosing party indicates to the other at the time of disclosure the confidential or proprietary nature of the information and provides a summary of the orally disclosed inf
6、ormation in written to such party within fourteen(14) days after the disclosure. The parties are furnishing the INFORMATION for the sole purpose of ascertaining and evaluating its interest in providing telecommunications services in connection with Modernization Program of Philippine Postal Corporat
7、ion (the “Purpose”).2. INFORMATION does not include information that:a) was already publicly known at the time of its disclosure or becomes thereafter publicly known otherwise than through the act or omission of the receiving party or of its officers, employees, agents, advisors or directors;b) the
8、receiving party can show (i) was already in its possession or known to the receiving party at the time of disclosure by being in its use or by being recorded in its files or computers or other recording media prior to receipt from or on behalf or the disclosing party or was not previously acquired b
9、y the receiving party from or on behalf of the disclosing party or; (ii) was independently developed at any time by the receiving party for purposes other than the purpose, without using the INFORMATION;andc) is rightfully obtained at any time by the receiving party from a third party without restri
10、ctions in respect of disclosure and without breach by the receiving party or by such source of any obligation of confidentiality towards the disclosing party or any of its subsidiaries; ord) is requested to be disclosed (i) pursuant to an order of a court or (ii) by a regulatory body or (iii) under
11、any written law or (iv) by a minister or governmental body pursuant to any lawful regulatory order or requirements, in which case the disclosing party shall be advised of such request and the information to be disclosed not less than five(5) business days prior to disclosure.3. Each Party agrees tha
12、t;a) it and any of its employees having access to INFORMATION provided under this Agreement will hold in complete confidence and not publish, communicate or disseminate in any manner (other than as provided in Paragraph 3 hereof) to any third party (except for the purpose expressed in Paragraph I he
13、reof) without the express written consent of the disclosing party.b) Use the INFORMATION only to the extent necessary in connection with the Purpose;c) Use all reasonable endeavors to establish and maintain satisfactory security measures to safeguard the INFORMATION from unauthorized access or use;
14、andd) Keep confidential the existence of this Agreement and the fact that the parties are meeting with or receiving INFORMATION from each other4. Each party agrees to restrict circulation and communication of the INFORMATION disclosed to it as contemplated hereby within its own organization and only
15、 to its trusted employees and consultants on a need-to-know basis only, and will not permit any person other than its trusted employees and consultants to have access to such INFORMATION.5. All INFORMATION furnished hereunder shall remain the property of the disclosing party. The receiving party wil
16、l not copy any INFORMATION without the prior consent of the disclosing party. It is further understood that the disclosing party reserves the right to retrieve or request the immediate return of INFORMATION at any time, should it be discovered that the receiving party has not complied with the obligations of this Agreement.6.Each receiving party agrees not to copy, reproduce, distribute or disclose INFORMATION to any third party without prior consent of the disclosing party and to r
