Mutual Confidentiality Agreement

This Mutual Confidentiality Agreement (this “Agreement”), effective as of (the “Effective Date”), is entered into by and between , a having its principal place of business at and Erick Jhon L. Cabal, an individual sole proprietor doing business as Erick Cabal · Web Development & Design, with principal place of business at Barangay Pasong Camachile 1, General Trias, Cavite, Philippines (together, the “Parties,” and each, a “Party”).

WHEREAS, in connection with the evaluation of a potential business transaction between the Parties (the “Purpose”, briefly described as: ), the Parties desire to share certain information that is non-public, confidential, or proprietary in nature.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set out herein, the Parties agree as follows:

1. Confidential Information.“Confidential Information” means all non-public, confidential, or proprietary information disclosed by either Party (a Disclosing Party) to the other Party (a Recipient) before, on, or after the Effective Date, whether disclosed orally or in writing, electronic, or other form, and whether or not marked as “confidential.” This includes, without limitation, business affairs, finances, customer and supplier information, products, services, organizational structure, internal practices, sales and financial results, marketing and development strategies, unpatented inventions, ideas, methods, discoveries, trade secrets, know-how, unpublished patent applications, intellectual property, designs, specifications, documentation, source code, object code, and all notes, analyses, compilations, reports, forecasts, studies, and other materials prepared by or for the Recipient that contain or are derived from any of the foregoing.
2. Exclusions.Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a violation of this Agreement; (b) becomes available to the Recipient on a non-confidential basis from a third-party source without breach of any confidentiality obligation; (c) was already in the Recipient's possession before disclosure under this Agreement, as shown by documentary evidence; or (d) was independently developed by the Recipient without reference to or use of any of the Disclosing Party's Confidential Information.
3. Recipient Obligations.The Recipient shall (a) protect the confidentiality of all Confidential Information with at least the same degree of care as it protects its own confidential information, and in no event less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information for any purpose other than the Purpose; (c) be responsible for any breach of this Agreement caused by its representatives; and (d) not disclose any Confidential Information to any person except to its representatives who need to know for the Purpose, who are informed of the confidential nature of the information, and who are subject to confidentiality obligations no less restrictive than those in this Agreement.
4. Required Disclosure. If the Recipient is required by applicable law or a valid order of a court or governmental agency (a “Legal Order”) to disclose any Confidential Information, it shall make commercially reasonable efforts to (a) provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other remedy at its sole cost, and (b) provide reasonable assistance, at the Disclosing Party's sole cost, in opposing such disclosure. If, after providing such notice, the Recipient remains subject to the Legal Order, it shall disclose only the portion of Confidential Information that the Legal Order specifically requires.
5. Return or Destruction.At the Disclosing Party's written request, at any time during or after the term, the Recipient shall promptly return or destroy all copies of the Disclosing Party's Confidential Information, and certify destruction in writing. The Recipient may retain copies stored on routine IT backup systems until ordinary deletion, but shall continue to be bound by this Agreement with respect to such retained information.
6. Term and Termination. The term of this Agreement shall commence on the Effective Date and shall expire two (2) years from the Effective Date, provided that with respect to Confidential Information that constitutes a trade secret under applicable law, such rights and obligations shall survive expiration until, if ever, such information loses its trade secret protection other than through an act or omission of the Recipient. Either Party may terminate this Agreement at any time by providing written notice to the other Party. The rights and obligations under this Agreement shall survive any expiration or termination for a period of one (1) year, even after return or destruction of Confidential Information.
7. No Representations or Warranties. Neither Party makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information disclosed.
8. No Transfer of Rights. Each Party retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Confidential Information. Disclosure under this Agreement is not an assignment, license, or other transfer of any such rights.
9. No Other Obligation. Neither Party is under any legal obligation by virtue of this Agreement to enter into any business or contractual relationship, except as specifically agreed herein. Either Party may at any time terminate discussions with or without cause.
10. Remedies. Each Party acknowledges that money damages may not be a sufficient remedy for breach. The non-breaching Party shall be entitled to seek specific performance and injunctive or other equitable relief, in addition to all other remedies available at law, without any requirement to post a bond or show actual monetary damages.
11. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to conflict of laws principles. Any legal action arising out of or related to this Agreement shall be instituted exclusively in the proper courts of the City of General Trias, Province of Cavite, and each Party irrevocably submits to the exclusive jurisdiction of such courts.
12. Notices. All notices under this Agreement shall be in writing and shall be deemed given (a) when delivered by hand with written confirmation, (b) when received by the addressee if sent by a recognized overnight courier, (c) on the date sent by email with confirmation of transmission during normal business hours of the recipient (or the next business day, if after hours), or (d) on the third day after the date mailed by registered mail. Notices shall be sent to the addresses on the first page of this Agreement, or such other address as a Party may designate in writing.
13. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter contained herein and supersedes all prior and contemporaneous understandings. It may only be amended in writing signed by both Parties.
14. Severability. If any provision is held invalid or unenforceable in any jurisdiction, the remaining provisions remain in effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable, or otherwise severed.
15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. A signed copy delivered by email or other electronic transmission shall have the same legal effect as an original signed copy.
16. Assignment. Neither Party may assign this Agreement without the prior written consent of the other, except to a successor or acquirer of all or substantially all of its assets or business. Any assignment in violation of this Section is null and void.
17. Waivers. No waiver of any provision shall be effective unless in writing and signed by the Party so waiving. No failure or delay in exercising any right shall operate as a waiver thereof.

IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date.