NON- DISCLOSURE AGREEMENT
This Non-Disclosure Agreement (“NDA”) is made and entered int on February
20 ,2020 (“the effective date”) by and between
JUDITH J. LIM, of legal age, a resident of Pasig City, Philippines, with CPA
Certificate no. 0123781 hereinafter referred to as “AUDITOR”;
-and-
IBA BOTANICALS INC (formerly ELYSIAN ESSENTIAL OILS
PHILIPPINES, INC), a corporation duly organized and existing under and by
virtue of the laws of the Philippines, with a principal office at Somerset Alabang,
2F/3409 Spectrum Midway, Filinvest City, Muntinlupa City, Philippines
represented by its CHAIRMAN & TREASURER, BENJAMIN W. MEAD, hereinafter
referred to as “IBA”.
(AUDITOR and IBA collectively referred to as “the Parties”). The Party disclosing
information is hereinafter referred to as “the Disclosing Party” and the party
receiving the information is hereinafter referred to as “the Receiving Party”).
1. PUPROSE AND CONFIDENTIAL INFORMATION
1.1This NDA has been signed for the purpose of the preparation, exchange and
evaluation by the parties of information relating to 2019 financial audit.
(“The Purpose”)
1.2Confidential information (herein referred to as “Information”) means any
and all financial, technical and commercial information relating to the
Disclosing party’s business including but not limited to contracts, financial
models, financial statements, invoices, structures, designs, drawings,
pictures, specifications, formulae, manufacturing techniques, work
processes, trade secrets and know how, concepts and ideas, computer
software, technical requirements, prices and cost, marketing studies,
business plans, projections and budgets, and information about the
disclosing party may disclose to the Receiving Party in connection with the
Purpose.
1.3For the purposes of this NDA the term Disclosing Party shall be deemed to
include also its employees, Information shall be considered “Information”
regardless of its form or means of communication ans shall include
information transmitted orally, electronically, graphically, visually, in writing
or otherwise.
1.4Confidential Information shall not be deemed to include information which
A. Is or becomes part of the public domain through no fault of the receiving
party.
B. Is already known (at the time of disclosure) to the receiving party prior to
disclosure of such information by the disclosing party.
C. Is subsequently received by the receiving party from a third party who is
not prohibited from transmitting such information by a contractual, legal,
fiduciary or other obligation owed to the Disclosing Party, or
D. Is independently developed by the Receiving Party without use of any
confidential or proprietary information of the Disclosing Party.
2. CONFIDENTIALITY AND NON-USE
2.1The Receiving Party shall not ( whether directly or indirectly, orally, in
writing or otherwise, voluntarily or involuntarily) communicate, disclose,
divulge, reveal or convey in any manner or by means of communication
whatsoever, any information to any person or entity, or use or employ any
information in any manner other than for the Purpose.
2.2Notwithstanding the provisions of Article 2.1, the Receiving Party may
disclose technical information to a minimum number of employees,
consultants, contractors, and affiliates who need to know such information
in order to enable the Receiving Party to accomplish the Purpose
(collectively, “Secondary Recipients”); provided that the Receiving Party
shall cause such Secondary Recipient to be bound and to comply with the
obligations of the Receiving Party contained in this Agreement.
2.3If the Receiving Party is required by any government agency, court or other
regulatory body to provide information, the Receiving Party shall not be
liable for such disclosure provided that prior to such disclosure the
Receiving Party shall use all reasonable effort to avoid disclosure by legal
means and notify the Disclosing Party promptly.
3. RIGHTS
3.1The Receiving Party acknowledges that all information furnished to it by
Disclosing Party or prepared or developed by the Receiving Party on the
basis of information in connection with the provision of services to the
Disclosing Party or otherwise is and shall remain valuable property of the
Disclosing Party, that title to and ownership of it and any and all copyright
and other intellectual property right shall be and shall remain exclusively
with the Disclosing Party.
3.2Nothing in this NDA shall be construed as granting any rights, interest, or
license to any copyright, trademark, trade secrets, patent rights, or other
property rights of the Disclosing Party.
4. RETURN OF INFORMATION
4.1With thirty (30) days following receipt of a written request of the Disclosing
Party, the Receiving Party shall, unless otherwise agreed in writing, deliver
to the Disclosing Party all documents or other materials, in any form
whatsoever, constituting, containing, or comprising information, together
will all copies in the possession or under the control of the Receiving Party.
Notwithstanding the foregoing, the Receiving Party may retain one copy of
the Information in its legal files solely for the purposes of (x) maintaining a
record of the information disclosed hereunder, and (y) maintaining
regulatory compliance.
5. TERMS AND TERMINATION
5.1This NDA shall become effective on the effective date and shall expire three
(3) months therefrom.
6. REMEDIES FOR BREACH
6.1The parties agree that any breach of the obligations hereunder may cause
irreparable harm for which the aggrieved party may have no adequate
remedy at law. Accordingly, either party shall be entitled to seek and obtain
from the other injunctive relief against any breach hereof, in addition to the
right to assert any other remedy int may have under this agreement, at law
or in equity.
7. GOVERNING LAW
7.1The Contract and any claims or litigation arising from shall be governed by
the laws of the Republic of the Philippines without regard to its conflict of
law provisions.
IN WITNESS WHEREOF, the PARTIES have hereunto affixed their signatures
on the date above written.
IBA BOTANICALS INC.
JUDITH J. JIM. Represented by Mr. BEN W.
MEAD
AUDITOR LESSEE
Signed in the presence of:
_____________________________ ____________________________
ACKNOWLEDGMENT
Republic of the Philippines)
)S.S.
x-------------------------------------------------/
BEFORE ME, a Notary Public in and for the ______________this
___________________ personally appeared the following:
Name Evidence of Identity Date/Place
Issued
1. BENJAMIN W. MEAD Passport No.561319201 Dec
20,2017/ USA
2. JUDITH LIM Tin No. 207-126-973 /
MNL
Identified by me through their competent evidence of identity who represented
to me that the signatures affixed on the foregoing instrument or document was
voluntarily affixed by them for the purpose stated therein and declared to me
that they executed the foregoing instrument as their free and voluntary, act and
deed.
I hereby certify that this instrument consists of three (3) pages including the
page this acknowledgment is written, signed by the executing parties and their
instrumental witnesses in all pages and sealed with my notarial seal on the date
and place above written.
Doc. No._____;
Page No._____;
Book NO._____;
Series of 2020
