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Non Disclosure Agreement For Contractor

This non-disclosure agreement is between Client and Contractor to protect Client's confidential project information. Contractor agrees to (1) only use the confidential information for its intended purpose, (2) not disclose it to third parties, and (3) return or destroy the information after use or termination of the agreement. The agreement also outlines exceptions for public or independently developed information and procedures for compelled disclosure of information by law.

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Winter Wyvern
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176 views

Non Disclosure Agreement For Contractor

This non-disclosure agreement is between Client and Contractor to protect Client's confidential project information. Contractor agrees to (1) only use the confidential information for its intended purpose, (2) not disclose it to third parties, and (3) return or destroy the information after use or termination of the agreement. The agreement also outlines exceptions for public or independently developed information and procedures for compelled disclosure of information by law.

Uploaded by

Winter Wyvern
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOC, PDF, TXT or read online on Scribd
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NON DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is entered into between [CLIENT] and


[CONTRACTOR], herein represented by , _AG FLAMES
ENGINEERING SERVICES_______(“Recipient”). “[CLIENT]” shall mean [CLIENT] and its
affiliates, which means any entity, whether incorporated or nor, that is controlled by under
common control with Consultant of [CLIENT] and its affiliates.

“Recipient” agrees as follows:

1. Background. Recipient is being provided with the access to [CLIENT] project


information which [CLIENT] considers confidential and has been identified as
confidential or would be understood to be confidential by reasonable person under
the circumstances (“Confidential Information”).

2. Use. Recipient may use the Confidential Information only for its designated purpose in
relation to its dealings with [CLIENT] and not for any other purpose. Recipient agrees
to abide by all applicable [CLIENT] policies that are made available to Recipient.
Except as reasonably required for the purpose of its use, Recipient will not copy nor
reproduce Confidential Information of [CLIENT] without prior written consent.

3. Protection. Recipient agrees not to disclose the Confidential Information to any third
party. Recipient will restrict access to the Confidential Information to its employees
engaged in a use permitted by this Agreement, provided that such employees have
entered into a Non- disclosure agreement having substantially similar terms as this
Agreement.

4. Ownership. Confidential Information disclosed under this Agreement will remain


property of [CLIENT]. [CLIENT] does not grant any express or implied license or right
to or under any patents, trade secrets, copyrights, trademarks, or other rights in its
Confidential Information under this Agreement.

5. Return. Recipient will return or destroy all Confidential Information (including copies)
that was made available to the Recipient under this Agreement upon request by
[CLIENT] or termination of this Agreement.

6. Data Privacy. In any case where Recipient will access, handle, or use any data that
relates to or identifies any natural person (“personal data” in connection with its
dealings with [CLIENT] or a [CLIENT] Client, Recipient will:
a. Access, handle, and use such personal data only as needed in order to
perform its Services under this Agreement or in order to comply with the
applicable laws or court orders;

NON- DISCLOSURE AGREEMENT 2018


T One Project Management Inc._NDA_v.1
b. Follow any instructions provided by [CLIENT] to Recipient relating
compliance with any laws, regulations, court orders, or self- regulatory
program applicable to the collection, use, and disclouse of personal data;
c. Maintain commercially reasonable policies and procedures to protect the
privacy, integrity, and confidentiality of such personal data;
d. Notify [CLIENT] immediately in the event of any breach of the security of
such personal data, and cooperate with [CLIENT] in any post- breach
investigation or remediation efforts;
e. Notify [CLIENT]promptly in the event that Recipient is required by law,
court order, warrant, subpoena, or other legal or judicial process to disclose
any such personal data to any person other than [CLIENT] or another
subcontractor expressly approved to receive such personal data by
[CLIENT]; and
f. Return or destroy all such personal data promptly upon the termination of
this Agreement, or at any time during the term of this Agreement upon
written instructions from [CLIENT].

7. Exceptions. Nothing in this Agreement prohibits or limits Recipient’s use of any


information (i) previously known to Recipient (as documented in writing), before it
was received from [CLIENT], (ii) independently developed by Recipient without use
of the Confidential Information, (iii) acquired by Recipient from a third party which
was not, to the Recipient’s knowledge, under an obligation to [CLIENT] not to
disclose such information, or (iv) which is or becomes publicly available through no
breach of this Agreement by Recipient.

8. Compelled Disclosure. If Recipient receives a subpoena or other validly issued


administrative or judicial process requesting Confidential Information, the Recipient
will promptly notify [CLIENT] and tender to [CLIENT] the defense of such demand.
Unless the demand is timely limited, quashed or extended, the Recipient will then be
entitled to comply with such demand to the extent required by law. If requested by
[CLIENT] or its representative, the Recipient will reasonably cooperate in opposing
such a demand.

9. Publicity. Recipient may not use the name, trade name, trademark, logo, acronym,
or other designation of [CLIENT] externally in connection with any press release,
advertising, publicity materials, or otherwise without prior written consent of
[CLIENT].

10. General Provision.

a. This Agreement sets forth the entire understanding between the parties
with respect to its subject matter, and supersedes all prior agreements,
conditions, and warranties, and whether oral or written, and whether either
party, any of the affiliates, or any of their employees, officers, directors,
agents, or shareholders.
This Agreement may be executed by facsimile.

NON- DISCLOSURE AGREEMENT 2018


T One Project Management Inc._NDA_v.1
b. Recipient may not assign its right or delegate its duties or obligations
under this Agreement without prior written consent of [CLIENT].

c. This Agreement can only be modified by the mutual written agreement of


the parties. Nothing in this Agreement is intended to confer on any third
party any benefit or any right to enforce any term of this Agreement.

d. This Agreement will be governed by and construed in accordance with the


Philippine Law, without giving effect to conflict of law rules.

Agreed and Accepted:

RECIPIENT:

for
Gwen Deri
(Name Over Signature)

Name of Company:
AG FLAMES
ENGINEERING
SERVICES

Designation :
GENERAL MANAGER

Address: UNIT 907, ONE BEATRIZ TOWER, LAUAN ST., QUEZON CITY

Contact No: 09173284386 / [email protected] Date: May 4, 2023

NON- DISCLOSURE AGREEMENT 2018


T One Project Management Inc._NDA_v.1

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