Mutual Confidentiality and Non-Disclosure Agreement
Republic of the Philippines · Template v0.2.0
This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is made effective August 29, 2026 by and between Sampaguita Labs, Inc., a corporation, with address at 100 Ayala Avenue, Makati City 1226, and Juan Dela Cruz, an individual, with address at 20 Session Road, Baguio City 2600.
Each party may disclose Confidential Information and, for a particular disclosure, is the “Disclosing Party”; the party receiving it is the “Receiving Party.”
The parties wish to exchange information solely to evaluate and negotiate a possible software development engagement (the “Purpose”). In consideration of access to Confidential Information and the parties' mutual promises, they agree as follows.
1. Confidential Information
“Confidential Information” means non-public information disclosed for the Purpose, in any form, including business plans, operations, methods, forecasts and strategies, and prices, costs, budgets, accounts and other financial information. It includes information marked confidential and information that a reasonable person would understand to be confidential given its nature or the circumstances of disclosure.
2. Exclusions
Confidential Information does not include information that the Receiving Party can show through contemporaneous records: (a) was lawfully known without a duty of confidentiality before disclosure; (b) becomes public through no breach of this Agreement; (c) is received lawfully from a third party without a confidentiality duty; or (d) is independently developed without use of the Disclosing Party's Confidential Information.
3. Limited use and protection
Each Receiving Party shall: (a) use Confidential Information only for the Purpose; (b) protect it with at least reasonable care and no less care than it uses for its own similar information; (c) disclose it only to its directors, officers, employees, professional advisers, and contractors who need it for the Purpose and are bound by confidentiality duties at least as protective as this Agreement; (d) remain responsible for any breach by those persons to the extent allowed by law; and (e) promptly notify the Disclosing Party in writing on learning of any unauthorized access to, use of, or disclosure of Confidential Information, and cooperate with the Disclosing Party to contain it.
4. Required disclosure
If law, regulation, or a valid order requires disclosure, the Receiving Party shall, to the extent legally permitted, promptly notify the Disclosing Party, disclose only what is legally required, and reasonably assist efforts to obtain protective treatment.
5. Ownership; no commitment
Confidential Information remains the Disclosing Party's property. No license or other intellectual-property right is granted except the limited right to evaluate or use the information for the Purpose. Neither party is required to proceed with any proposed transaction, and information is provided without a warranty of accuracy or completeness except as separately agreed in writing.
6. Return or destruction
Within 10 days after written request or termination of discussions, the Receiving Party shall return or securely destroy, as the Disclosing Party directs, all Confidential Information and copies under its control, except for one archival copy kept solely for legal or compliance purposes and routine backups not reasonably accessible in ordinary operations. Retained information remains subject to this Agreement.
7. Term and survival
This Agreement continues for 24 months from the effective date. The confidentiality and restricted-use duties for information disclosed during that period continue for 3 years after termination or expiry. Duties concerning personal data and information protected as a trade secret continue for so long as applicable law or the information's protected status requires.
8. Remedies
The parties acknowledge that unauthorized use or disclosure may cause harm for which damages may be inadequate. The affected party may seek any provisional, equitable, or other relief available under applicable law, without limiting other lawful remedies. This clause does not guarantee that a court will grant a particular remedy.
9. Notices
Notices under this Agreement must be in writing and delivered personally, by reputable courier, or by email with evidence of transmission. Notices to Sampaguita Labs, Inc. shall be sent to 100 Ayala Avenue, Makati City 1226; notices to Juan Dela Cruz shall be sent to 20 Session Road, Baguio City 2600, or to replacement contact details later designated in writing. A notice is effective upon documented receipt.
10. Governing law and venue
This Agreement is governed by the laws of the Republic of the Philippines. Subject to mandatory law and rules on jurisdiction, the parties agree that actions arising from this Agreement shall be brought exclusively before the proper courts of Makati City.