CONFIDENTIALITY AGREEMENT
This Agreement, made and entered into this 25 day of MAY at Makati City, by and between:
HYNDREX C. SILVINO of legal age, Filipino and with permanent address
at B11 L32 Northville 1b, Punturin Valenzuela City hereinafter referred to as the
"FIRST PARTY"
- and –
MARYCRIS S. OPLAS, acting for and on behalf of Alas, Oplas & Co., CPAs
as Senior Partner, that is duly organized and existing under the laws of the
Republic of the Philippines, hereinafter referred to as the “SECOND PARTY”,
WHEREAS:
The parties have agreed to provide each other with information which they consider to be
confidential in nature (the "Confidential Information") to enable the FIRST PARTY to render
his/ her professional employment services as a to the SECOND PARTY (“Purpose”).
IT IS AGREED AS FOLLOWS:
1. In consideration of each of the parties disclosing to the other Confidential Information for the
Purpose the parties hereby undertake that they shall:
i. not communicate, disclose or make available all or any part of the Confidential
Information to any third party;
ii. not directly or indirectly use, or permit others to use, the Confidential Information
other than for the Purpose;
iii. not make any announcement or disclosure in connection with the Confidential
Information or the Purpose without the prior written consent of the other party.
-2-
2. The obligations of confidentiality and non-use will not apply with respect to any of the
following:
i. information which is generally available to the public at the date of this agreement;
ii. information already known to the party at the time of disclosure;
iii. information which is subsequently disclosed by third parties having no obligations of
confidentiality;
iv. information which is or becomes generally available to the public in printed
publications in general circulation in the Republic of the Philippines through no act or
default on the part of the parties or their agents, employees or professional advisers.
3. Without prejudice to the generality of clause 2 information shall not be deemed to be generally
available to the public by reason only that it is known to only a few of those people to whom it
may be of commercial interest and a combination of two or more parts of the Confidential
Information shall not be deemed to be generally available to the public by reason only of each
separate part being so available.
4. The parties shall each ensure that all measures necessary are taken to secure the confidentiality
of the other party's Confidential Information including but not limited to:
i. keeping separate all Confidential Information and all information generated based on
the Confidential Information from all other documents and records;
ii. keeping all documents and any other material bearing or incorporating any of the
Confidential Information at the party's usual place of business in the Republic of the
Philippines;
iii. not using, reproducing, transforming or storing any of the Confidential Information in
an externally accessible computer or electronic information retrieval system, not
transmitting it in any form or by any means whatsoever outside the party's usual place of
business and not copying all or any part of the Confidential Information without the prior
written consent of the Company and then only to the extent that the same is required for
the Purpose;
iv. allowing access to the Confidential Information only to those employees and/or to the
professional advisers who have reasonable need to see or use it for the Purpose and
informing each of the said employees and professional advisers of the confidential nature
of the Confidential Information and of the obligations in respect of the Confidential
Information and ensuring such employees and professional advisers comply with the
confidentiality and non-disclosure obligations contained in this agreement;
-3-
v. obtaining from employees having access to the Confidential Information their
undertakings to maintain the same as confidential and taking such steps as may be
reasonably desirable to enforce such obligations;
vi. delivering all documents and other materials in the possession, custody or control of
the party, its agents, employees or professional advisers that bear or incorporate any part
of the Confidential Information of the other party.
5. The failure by either party to enforce at any time any one or more of the terms or conditions of
this agreement shall not be a waiver of them or of the right at any time subsequently to enforce
all terms and conditions of this agreement.
6. The parties agree that damages might not be a sufficient remedy to any breach of the terms of
this agreement and that as a result injunctive or other equitable relief may be obtained in respect
of any breach or anticipated breach.
7 . The rights, duties and obligations of the parties and the validity, interpretation, performance
and legal effect of this agreement shall be governed and determined by the laws of Republic of
the Philippines and the parties hereby submit to the non-exclusive jurisdiction of the Philippine
Courts.
AGREED by the parties:
SIGNED by _____________________________________
Name (print) _____MA. CRISELDA S. OPLAS_________
Position _________Senior Partner____________________
Date (Day / Month / Year) _____ / _____ / ______
SIGNED by _____________________________________
Name (print) _HYNDREX C. SILVINO__
Position _ACCOUNTING ASSOCIATE__________
Date (Day / Month / Year) __05_ / _25_ / _2022_