NON-DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“Agreement”) is made and entered into as of [Insert
Date], by and between:
Disclosing Party: KGR Enterprises, a sole proprietorship engaged in the supply and
servicing of industrial air-conditioning and refrigeration systems, with principal offices
located at B3 L3 Casa Roma Subdivision, Chipeco Avenue Extension, Barangay
Real, Calamba, Laguna 4027, Philippines ("Disclosing Party").
and
Receiving Party: [Insert Full Legal Name or Company Name], a [insert type of entity],
with principal offices located at [Insert Address] (“Receiving Party”).
Disclosing Party and Receiving Party may be referred to herein collectively as the
“Parties” or individually as a “Party.”
1. Purpose
The Parties wish to explore a potential business relationship or collaboration wherein the
Disclosing Party may disclose certain confidential and proprietary information to the
Receiving Party. This Agreement governs the disclosure and protection of such
information in relation to discussions and activities connected with industrial air-
conditioning and refrigeration products and services (the “Purpose”).
2. Definition of Confidential Information
For the purposes of this Agreement, “Confidential Information” shall include, but not be
limited to:
Technical specifications, pricing, product lists, and service methods for aircon
units, parts, installation materials, and tools;
Business strategies, customer and supplier lists, sales data, and operational
processes;
Information related to product development, inventory, maintenance methods, and
repair techniques;
Any and all documents marked as “confidential” or which would reasonably be
understood as confidential given the nature of the information and the
circumstances of disclosure.
Exclusions apply for information that:
Becomes publicly available without breach of this Agreement;
Was lawfully known to the Receiving Party prior to disclosure;
Is disclosed by a third party lawfully;
Is independently developed by the Receiving Party without use of Confidential
Information;
Is required to be disclosed by law or court order, provided prior notice is given
(where possible) to the Disclosing Party.
3. Obligations of Receiving Party
The Receiving Party agrees to:
(a) Maintain the confidentiality of the Confidential Information with the same level of
care used to protect its own confidential material, but in no event less than reasonable
care;
(b) Not disclose the Confidential Information to any third party without prior written
consent from the Disclosing Party;
(c) Use the Confidential Information solely for the Purpose stated above and not for any
competitive, personal, or unrelated commercial purposes;
(d) Restrict access to the Confidential Information to only those employees, agents, or
contractors who have a legitimate need to know and are bound by similar confidentiality
obligations.
4. No License
Nothing in this Agreement shall be construed as granting any rights, by license or
otherwise, to the Receiving Party in any of the Confidential Information, or to any
intellectual property rights owned or held by the Disclosing Party.
5. Return or Destruction of Information
Upon termination of discussions or at the request of the Disclosing Party, the Receiving
Party shall promptly return or destroy all Confidential Information in its possession,
including all copies, summaries, or extracts, and shall certify in writing that such return
or destruction has been completed.
6. Term
This Agreement shall remain in effect from the date signed and shall continue in effect
for a period of two (2) years, unless otherwise extended in writing by both Parties. The
obligations with respect to Confidential Information shall survive the expiration or
termination of this Agreement for a period of three (3) years thereafter.
7. Remedies
The Receiving Party acknowledges that unauthorized disclosure or use of the
Confidential Information could cause irreparable harm to the Disclosing Party, for which
monetary damages may be inadequate. Accordingly, the Disclosing Party is entitled to
seek injunctive relief or other equitable remedies in the event of any such breach, in
addition to any other remedies available at law or in equity.
8. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the
Republic of the Philippines. Any dispute arising from or in connection with this
Agreement shall be subject to the exclusive jurisdiction of the courts of Calamba City,
Laguna.
9. No Waiver
Failure to enforce any provision of this Agreement shall not constitute a waiver of any
rights under that provision or any other provision of this Agreement.
10. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to
the subject matter herein and supersedes all prior discussions, communications, or
agreements regarding such subject matter.
11. Amendments
No amendment, modification, or waiver of any provision of this Agreement shall be valid
unless it is in writing and signed by both Parties.
12. Counterparts
This Agreement may be executed in counterparts and delivered electronically, each of
which shall be deemed an original and all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as
of the date first above written.
DISCLOSING PARTY
KGR Enterprises
By: ___________________________
Name: _________________________
Title: __________________________
Signature: ______________________
Date: __________________________
RECEIVING PARTY
[Insert Company or Individual Name]
By: ___________________________
Name: _________________________
Title: __________________________
Signature: ______________________
Date: __________________________
