Annex E.
Republic of the Philippines
PHILIPPINE HEALTH INSURANCE CORPORATION
Citystate Centre, 709 Shaw Boulevard, Pasig City
Call Call Center: (02) 8441-7442 | Trunkline: (02) 8441-7444
www.philhealth.gov.ph
NON-DISCLOSURE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Agreement entered into by and between:
The PHILIPPINE HEALTH INSURANCE CORPORATION, a Government Owned and
Controlled Corporation duly organized and existing by virtue of Republic Act 7875
otherwise known as the National Health Insurance Act of 1995, with principal
office address at No. 709, City State Center Bldg., Shaw Blvd., Pasig City, duly
represented herein by (end user – third level officer of concerned unit) and
hereinafter referred to as the “Disclosing Party”;
-and-
(Third Party) with principal office address at (business address of third party),
duly represented herein by its (designation and name of representative of third
party), and hereinafter referred to as the “Receiving Party”.
-WITNESSETH-
The Receiving Party desires to participate in the study/research/discussions regarding (name of
study/research/discussions), hereinafter known as the “Transaction”. In the course of conducting the
transaction, Disclosing Party may share certain proprietary and confidential information with the Receipient.
Therefore, in consideration of the mutual promises and covenants contained in this Agreement, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. Definition of Confidential information
(a) For purposes of this Agreement, “Confidential Information” means any data or information that is
proprietary to the Disclosing Party and not generally known to the public, whether in tangible and
intangible form, whenever and however disclosed, including, but not limited to:
(1) any marketing strategies, plans, financial information, or projections, operations, sales
estimates, business plans, and performance results relating to the past, present or future
business activities of such party, its affiliates, subsidiaries and affiliated and/or contracting
agencies/organizations/LGUs/companies;
(2) plans for products or services, and membership/healthcare provider/supplier/
contractor/accredited agents lists;
(3) Any scientific or technical information, invention, design, process, procedure, formula,
improvement, technology or method;
(4) any concepts, reports, data, know-how, works-in-progress, designs, development tools,
specifications, computer software, source code, object code, flow charts, databases,
inventions, information and trade secrets; and
(5) any other information that should reasonably be recognized as proprietary or confidential
information of the Disclosing Party and/or of its affiliated/accredited/contracting entities.
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Confidential Information need not be novel, unique, patentable, copyrightable or constitute a
trade secret in order to be designated Confidential Information. The Receiving Party
acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been
developed and obtained through great efforts by the Disclosing Party and that the Disclosing
Party regards all of its Confidential Information as trade secrets.
(b) As defined in PhilHealth Office Order No. 0050, s-2011 and PhilHealth Office Order No. 0062, s-
2014 regarding the PhilHealth Policy on Confidentiality and Security of Protected Health
Information, Confidential Information shall include, but not limited to, protected health
information, personal financial information, patient records, or information gained from committee
meetings, hospitals or facility visits during accreditation and investigation, inquiries from members,
patients or other PhilHealth employees.
(c) Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not
include information which:
(1) was known by the Receiving Party prior to receiving the Confidential Information from the
Disclosing Party
(2) becomes rightfully known to the Receiving Party from a third-Party source not known (after
diligent inquiry) by the Receiving Party to be under an obligation to Disclosing Party to
maintain confidentiality;
(3) is or becomes publicly available through no fault or failure to act by the Receiving Party in
breach of the Agreement;
(4) is required to be disclosed in a judicial or administrative proceeding, or otherwise requested or
required to be disclosed by law or regulation, although the requirements of paragraph 4 hereof
shall apply prior to any disclosure being made; and
(5) or has been independently developed by employees, consultants or agents of the Receiving
Party without violation of the terms of this Agreement or reference or access to any
Confidential Information.
2. Disclosure of Confidential Information
From time to time, the Disclosing Party may disclose Confidential Information to the Receiving Party.
The Receiving Party will:
(a) limit disclosure of any Confidential Information to its directors, officers, employees, agents or
representatives (collectively “Representatives”) who have a need to know such Confidential
Information in connection with the current or contemplated transaction/relationship between the
parties to which this Agreement relates, and only for that purpose;
(b) advise its Representatives of the proprietary nature of the Confidential Information and the
obligations set forth in this Agreement and similarly strictly require such Representatives to keep
the Confidential Information confidential;
(c) shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but
not less than the degree of care used by it in safeguarding its own proprietary/confidential
information; and
(d) not disclose any Confidential Information received by it to any third parties without the Disclosing
Party’s consent or as otherwise provided for herein.
Each party shall be responsible for any breach of this Agreement by any of its/his Agents and/or
Representatives.
3. Use of Confidential Information
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The Receiving Party agrees to use the Confidential Information solely in connection with the current or
contemplated business relationship between the parties and not for any purpose other than as
authorized by this Agreement through a prior written consent of an authorized representative of the
Disclosing Party. No other right or license, whether expressed or implied, in the confidential Information
is granted to the Receiving Party hereunder. Title to the Confidential Information shall remain solely in
the Disclosing Party. All use of Confidential Information by the receiving party shall be for the benefit of
the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be
the sole property of the Disclosing Party.
4. Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose
Confidential Information pursuant to any judicial, or administrative order, subpoena, discovery request,
regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent
practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at
its sole expense, may seek to make such disclosure subject to a protective order or other appropriate
remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad
regulatory request with respect to the Receiving Party’s business (not targeted at Disclosing Party), the
Receiving Party may promptly comply with such request provided the Receiving Party give (if permitted
by such regulator) the Disclosing Party prompt notice of such disclosure.
The Receiving Party agrees that it shall not oppose and shall cooperate with efforts, to the extent
practicable, by the Disclosing Party with respect to any such request for a protective order or other
relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a
protective order and the Receiving Party is legally requested or required to disclose such Confidential
Information disclosure may be made without liability.
5. Term
This Agreement shall remain in effect for the date of signing, and shall terminate on (i) three (3) years
from the date of signing subject to one (1) year extension if the parties are still discussing and
considering the Transaction at the end of the term, or (ii) execution of a definite agreement.
6. Remedies
Both parties acknowledge that the Confidential Information to be disclosed hereunder is of a unique
and valuable character, and that the damages caused by unauthorized dissemination of the Confidential
Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing
Party shall be entitled to injunctive relief preventing the dissemination of any Confidential Information
in violation of the terms hereof. Such injunctive relief shall be in addition to any other remedies
available hereunder whether at law or in equity. Disclosing Party shall be entitled to recover its costs
and fees, including reasonable attorneys’ fees incurred in obtaining any such relief. Further, in the event
of litigation relating to this Agreement, the prevailing party shall be entitled to recover its reasonable
attorneys’ fees and expenses.
7. Return of Confidential Information
Receiving Party shall immediately return and redeliver to the other party all tangible material
embodying the Confidential Information provided hereunder and all notes, summaries, memoranda,
drawings, manuals, records, excerpts or derivative information derived therefrom and all other
documents or materials (“Notes” and all copies of any of the foregoing including “copies” that have
been converted to computerized media in the form of image, data or word processing files either
manually or by image, data or word processing files either manually or by image capture) based on or
including any Confidential Information in whatever form of storage or retrieval, upon the
(a) completion or termination of the dealings between the parties contemplated hereunder;
(b) the termination of this Agreement; or
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(c) at such time as the Disclosing Party may so request; provided however that the Receiving Party may
retain such documents as is necessary to enable it to comply with its document retention policies.
Alternatively, the Receiving Party, with the written consent of the Disclosing Party may (or in case
of Notes, at the Receiving Party’s option) immediately destroy any of the foregoing embodying
Confidential Information (or the reasonably non recoverable data erasure of computerized data)
and, upon request, certify in writing such destruction by an authorized officer of the Receiving
Party supervising the destruction.
8. Safekeeping of Confidential Information
Receiving Party shall use the same care to avoid disclosure or unauthorized use of the confidential
information as it uses to protect its own confidential information, but in no event less than reasonable
care. It is agreed that:
(a) All confidential information shall be retained by the Receiving Party in a secure place with access
limited only to the Receiving Party’s employees or agents who need to know such information for
purposes of this Agreement, and
(b) Confidential Information will be disclosed only to each party’s respective employees who are
involved in the Potential Transaction and to third party consultants or advisers who have been
engaged for the purpose of discussing the Potential Transaction, which the Disclosing Party has
prior notice of such engagement, provided that in the event of such disclosure to any third person
or entity not employees or retained by the Receiving Party , the Receiving party shall nonetheless
remain liable for any unauthorized disclosure by such person or entity.
It is further agreed that the Receiving Party shall ensure that all of its employees and consultants
(including employees and consultants of its parent, subsidiaries and affiliates) having access to
Confidential Information adhere to the terms and conditions of this Agreement as if they were parties
hereto.
9. Notice of Breach
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or
disclosure of Confidential Information by Receiving Party or its Representatives and/or third persons, or
any other breach of this Agreement by Receiving Party or its Representatives, and will cooperate with
efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information
and prevent its further unauthorized use.
10. No Publicity
Neither Party hereto shall in any way or in any form disclose, publicize, or advertise in any manner the
discussions that rise to this agreement nor the discussions or negotiations covered by this Agreement
without prior written consent of the other Party.
11. No Binding Agreement for Transaction
The parties agree that neither party will be under any legal obligation of any kind whatsoever with
respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to
herein. The parties further acknowledge and agree that they each reserve the right in their sole and
absolute discretion, to reject any and all proposals and to terminate discussions and negotiations with
respect to a Transaction at any time. This Agreement does not create a joint venture or partnership
between the parties. If a transaction goes forward, the non-disclosure provisions of any applicable
transaction documents entered into between the parties (or their respective affiliates) for the
Transaction shall supersede this Agreement. In the event such provision is not provided for in said
transaction documents, this Agreement shall control.
NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties
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acknowledge that although they shall each endeavor to include in the Confidential Information all
information that they each believe relevant for the purpose of the evaluation of a Transaction, the
parties understand that no representation or warranty as to the accuracy or completeness of the
Confidential Information is being made by the Disclosing Party. Further, neither party is under any
obligation under this Agreement to disclose any Confidential Information it chooses not to disclose.
Neither Party hereto shall have any liability to the other party or to other party’s Representatives
resulting from any use of the Confidential Information except with respect to disclosure of such
Confidential Information in violation of this Agreement.
12. Miscellaneous Provisions
(a) This Agreement constitutes the entire understanding between the parties and supersedes any and
all prior contemporaneous understandings and agreements, whether oral or written, between the
parties, with respect to the subject matter hereof. This Agreement can only be modified by a
written amendment signed by the party against whom enforcement of such modification is sought.
(b) Any failure by either party to enforce the other party’s strict performance of any provision of this
Agreement will not constitute a waiver of its right to subsequently enforce such provision or any
other provision of this Agreement.
(c) Although the restriction contained in this Agreement are considered by the parties to be reasonable
for the purpose of protecting the Confidential Information, if any such restriction is found by a
court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten or
interpreted to include as much of its nature and scope as will render it enforceable. If it cannot be
so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect,
and the remainder of the Agreement will be enforced as if such provision was not included.
(d) This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer
it by operation of law or otherwise without the prior written consent of the other party. All
obligations contained in this Agreement shall extend to and be binding upon the parties to this
Agreement and their respective successors, assigns and designees.
13. Notices
Any notice or communication required or permitted to be given by this Agreement or given in
connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or
by registered mail, postage prepaid, or recognized reputable overnight delivery services, in each case,
to the address of the other party first indicated above (or such other address as may be furnished by a
party in accordance with this paragraph).
All such notices or communications shall be deemed to have been given and received as follows:
(a) In case of personal delivery or electronic mail, on the date of such delivery
(b) In case of delivery thru a nationally recognized overnight carrier, on the third business day
following dispatch, and
(c) In case of mailing, on the day of filing.
14. Governing Law
The validity, construction and performance of this Agreement shall be governed and construed in
accordance with the laws of the Philippines applicable to contracts made and to be wholly
performed within the said jurisdiction, without giving effect to any conflict of laws provisions
thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Non-Disclosure Agreement to be executed this ____
day of ________ at _______________.
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PHILIPPINE HEALTH INSURANCE CORPORATION (name of third party)
By: By:
(third level officer representing end-user unit) (representative of third party)
(position/designation of third level officer (position/designation of representative
Representative) of third party)
SIGNED IN THE PRESENCE OF:
ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
) s.s.
BEFORE ME, a Notary Public for and in ____________this _____of _____________, personally appeared the
following:
Name Government Issued ID Date and place Issued
(third level officer representing
end-user unit)
(representative of third party)
Known to be the same persons who executed the foregoing Non-Disclosure Agreement consisting of eight (8)
pages including this page where this acknowledgement is written and they acknowledged to me that the same is
their free and voluntary act and deed, as well as, that of the corporations herein represented.
WITNESS MY HAND AND SEAL on the date and in the place above mentioned.
Doc. No. ______;
Page No.______;
Book No.______;
Series of 20____.
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