Confidential Information. In the course of their business relationship, GOLAG INC. and RIDER shall be disclosing to each other and exchanging certain confidential and proprietary information (the “Confidential Information”).
Confidential Information shall include :
- all data, materials, products, technology, specifications, manuals, business plans, software, financial information, and customer and/or client identities, their contact numbers, addresses, and other information disclosed or submitted, orally, in writing, or by any other media, to the other.
- All information regarding GOLAG’S business which it has assessed to be reasonably necessary for the RIDER’S evaluation of his/her interest in GOLAG’S services.
- All information, annotated or otherwise identified in writing as “confidential” or all information, whether verbal written or visually shown, whether or not legended or identified as “Confidential”, which may be disclosed by RIDER or to which GOLAG may be provided access by RIDER or others in accordance with this Agreement, shall be deemed Confidential information under this Agreement.
Obligations. The obligations of GOLAG and RIDER to each other for the purpose of protecting the Confidential Information against undue disclosure to unauthorized third parties shall be as follows:
(a) The Parties agree that the Confidential Information shall not be used for purposes other than as contemplated by this Agreement, and shall disclose it only to their officers, directors, or employees and authorized associated companies and individuals with a specific need to know and who must also be bound by this confidentiality clause.
(b) The parties will not directly or indirectly disclose, publish or otherwise reveal any of the Confidential Information received from the other to any unauthorized third party whatsoever except with the specific prior written authorization of the party disclosing the information. Prospective clients and customers shall be deemed authorized parties who may be provided relevant Confidential Information specifically related to or in connection with the Transaction herein.
© To protect and safeguard the Confidential Information against unauthorized use, publication or disclosure;
(d) To restrict access to the Confidential Information to those of its officers, directors, employees, advisors, and agents who clearly need such access to carry out the business purpose;
- To advise each of the persons to whom it provides access to any of the Confidential Information that such persons are strictly prohibited from making any use, publishing or otherwise disclosing to others, at permitting others to use for their benefit to the detriment of Disclosing Party any of the Confidential Information, and, upon Request of Disclosing Party, to provide Disclosing Party with a copy of a written agreement to that effect signed by such persons;
- To comply with any other reasonable security measures requested in writing by Disclosing Party;
- That, upon termination of the discussions between the parties or upon Disclosing Party’s request, all records, any compositions, articles, documents and other items which contain, disclose and/or embody any Confidential Information (including without limitation, all copies, reproduction, summaries and notes of the contents thereof), regardless of the person causing the same to be in such form, shall be returned to the Disclosing Party or destroyed by the Receiving Party, and Receiving Party will certify that the provisions of this paragraph have been complied with.
(h) Confidential Information furnished in tangible form shall not be duplicated except for purposes of this Agreement.
Exclusive Property. Confidential Information provided by the Disclosing Party shall be and remain its exclusive property. If the Receiving Party or any of its Representatives is required (by oral questions, interrogatories, request for information or documents, subpoena, civil investigation demand or similar process) to disclose any confidential information, the Receiving Party shall immediately provide notice to the Disclosing Party of such request.
Exclusions. Notwithstanding any other provisions of this Agreement to the contrary, it is understood and agreed that the Receiving Party’s obligations of non-disclosure hereunder shall not apply to any Confidential Information which:
- is in the public domain at the time of disclosure;
- becomes part of the public domain by publication or otherwise after disclosure, through no fault of the Receiving Party or any of its Representatives hereunder;
- was in the possession of the Receiving Party or any of its Representatives at the time of disclosure;
- has been or is now or later furnished or made known to the Receiving party by third parties without restriction; or
- Is required by law, legal process, any Philippine governmental or other regulatory body or any stock exchange to be disclosed by the Receiving Party or any of its Representatives.