Sie sind auf Seite 1von 6




AGREEMENT (the “Agreement”) is entered into by and between (i), represented by its Chief Executive
Officer, (the “Company”) and (ii) the undersigned employee of the Company (the “Employee”).

In consideration of the Employee’s employment with the Company and of the compensation to be paid to the
Employee, and in recognition of the fact that as an employee of the Company, the Employee will or may have
access to Confidential Information, the Employee and the Company hereby agree as follows:

1. Unauthorized Disclosure of Confidential Information:

The Employee shall not, directly or indirectly, use any Confidential Information other than pursuant to his/her
regular duties as an employee of the Company, or disclose to anyone outside of the Company, any such
Confidential Information. The term “Confidential Information” as used throughout this Agreement shall
mean all trade secrets, proprietary information and other data or information (and any tangible evidence, record
or representation thereof), whether prepared, conceived or developed by an employee of or consultant to the
Company (including the Employee) or received by the Company from an outside source, which is in the
possession of the Company (whether or not the property of the Company), which in any way relates to the
present or future business of the Company, which is maintained in confidence by the Company, or which
might permit the Company or its customers or vendors to obtain a competitive advantage over competitors
who do not have access to such trade secrets, proprietary information, or other data or information. Without
limiting the generality of the foregoing, Confidential Information shall include:

(a) any database, list of names or other information, idea, improvement, invention, innovation,
development, technical data, design, formula, device, pattern, concept, diagram, flow chart,
user manual, training or service manual, product specification, plan for a new or revised
product, compilation of information, or work in process, or parts thereof, and any and all
revisions and improvements relating to any of the foregoing (in each case whether or not
reduced to tangible form); and

(b) the name of any customer or prospective customer, vendor, employee, agent or consultant,
any sales plan, marketing material, plan or survey, business plan or opportunity, product or
development plan or specification, business proposal, financial record, or business record or
other record or information relating to the present or proposed business of the Company.

Notwithstanding the foregoing, the term Confidential Information shall not apply to information which the
Company has voluntarily disclosed to the public without restriction or which has otherwise entered the public
domain through no fault of the Employee.

The Employee understands that the Company from time to time has in its possession information (including
databases, lists of names and other information, computer programs, and product and development plans and
specifications) which is claimed by others to be proprietary and which the Company has agreed to keep
confidential. The Employee agrees that all such information shall be Confidential Information for purposes of
this Agreement.

2. Non-Solicitation of Employees
During the Employee’s employment with the Company and twelve (12) months following the termination
his/her employment for any reason, the Employee shall not, either on his/her own behalf or on behalf of any
other person or entity, directly or indirectly, hire, solicit, retain, or encourage to leave any employee of the
Company (or assist any other person or entity in hiring, soliciting, retaining or encouraging) any person who is
then or was, an employee of the Company.

3. Non-Solicitation of. Clients

During the Employee’s employment with the Company and twelve (12) months following the termination
his/her employment for any reason, in order to protect the Company’s Confidential Information, the Employee
shall not, either on his/her own behalf or on behalf of any third person, directly or indirectly, solicit, sell or
assist anyone in the sale of or provide service relating to any of the Company’s products or products similar to
those sold by the Company to any person, company, firm, or corporation who is or was a customer of the

4. Non-Competition Undertaking

The Employee undertakes that during his/her employment with the Company and the twelve (12)-month
period following the termination, for any reason, of his/her employment:

(a) The Employee shall not (i) be employed with or (ii) render any service, whether as an
independent contractor, an agent or employee of an independent contractor, or in any
capacity, in favor of any person, company, firm, or corporation who is or was a customer of
the Company;

(b) The Employee shall not, alone or jointly with others, directly or indirectly, carry on, engage
in, be concerned with or interested in any corporation or business which is, directly or
indirectly, in competition with or otherwise interferes with the business of Company
including, but not limited to, holding any interest in such corporation or business (i) as a
shareholder, employee, agent, adviser, officer or director, (ii) by acquiring partnership
interests, shares or any other form of equity interests of such corporation or business, or (iii)
by acquiring any form of interest in the assets of such corporation or business, in each case
either directly or indirectly.

(c) In case you The Employee violated this non-compete clause, The Company reserves its right
to file the appropriate action/s and damages amounting to Php100,000. All incidental
expenses incurred therefor shall be charged against The Employee. These expenses shall
include, but shall not be limited to, the cost of litigation, attorney’s fees and other form of

5. All Discoveries and Developments Shall Be the Property of the Company

The Employee agrees that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams,
letters, notes, notebooks, reports and all other materials and media containing, representing, evidencing,
recording, or constituting any Confidential Information (as defined in Section 3 above), however and whenever
produced (whether by the Employee or others), shall be the sole property of the Company.

The Employee agrees that all Confidential Information and all other discoveries, inventions, ideas, concepts,
research and other information, processes, products, methods and improvements, or parts thereof (including
without limitation all databases and lists of names or other information) conceived, developed, or otherwise
made by the Employee, alone or jointly with others and in any way relating to the Company’s present or
proposed products, programs or services or to tasks assigned to the Employee during the course of the services
of the Employee as an employee, whether or not patentable or subject to copyright protection and whether or
not reduced to tangible form or reduced to practice, during the period of the Employee’s employment by the
Company, or during the three year period next succeeding the termination of the Employee’s employment by
the Company, whether or not made during the regular working hours of the Employee, and whether or not
made on the Company’s premises, and whether or not disclosed by the Employee to the Company (
“Developments”), together with all products or services which embody or emulate such Developments, shall
be the sole property of the Company.

The Employee agrees to, and hereby does, assign to the Company all his/her right, title and interest throughout
the world in and to all Developments and to anything tangible which evidences, incorporates, constitutes,
represents or records any such Developments. The Employee agrees that all such Developments shall
constitute works made for hire under the intellectual property laws of the Philippines and hereby assign and, to
the extent any such assignment cannot be made at present, the Employee hereby agrees to assign to the
Company, all copyrights, patents and other proprietary rights, as applicable, the Employee may have in any
such Development, together with the right to file for and/or own, wholly without restriction, Philippines and
foreign patents, trademarks, and/or copyrights which are subject to protection under intellectual property laws.

The Employee will assist, upon request, in locating writings and other physical evidence of the making of
Developments and provide unrecorded information relating to them, and give testimony in any proceeding in
which any Developments or any application or patent, copyright or trademark directed thereto may be
involved, provided that reasonable compensation shall be paid for such services, except that no obligation is
imposed to remunerate at a higher rate for the giving of testimony than the rate established by law for the
compensation of witnesses in the court or tribunal where the testimony is given or in the district where the
testimony is taken. To the extent reasonably feasible, the Company will attempt to request such assistance at
times and places as will least interfere with any other employment of the Employee.

6. Employee’s Obligation to Keep Records

The Employee shall make and maintain adequate and current written records of all Developments, and the
Employee shall disclose all Developments promptly, fully and in writing to the Company immediately upon
development of the same and at any time upon request.

7. Employee’s Obligation to Cooperate

The Employee will, at any time during the period the Employee is employed by the Company, or after it
terminates, upon the reasonable request of the Company, execute all documents and perform all lawful acts
which the Company considers necessary or advisable to secure its rights hereunder and to carry out the intent
of this Agreement. It is understood that reasonable out-of-pocket expenses of the Employee’s assistance
incurred at the request of the Company will be reimbursed by the Company.

8. Return of Property

If the Employee ceases to be employed by the Company, or at any other time upon request of the Company,
the Employee shall return promptly any databases, lists of names or other information, computer programs,
specifications, drawings, blueprints, data storage devices, reproductions, sketches, notes, reports, proposals,
business plans, or copies of them, other documents or materials, tools, equipment, or other property belonging
to the Company or its customers.
If requested to do so by the Company, the Employee agrees to sign a Termination Certificate in which the
Employee confirms that he/she has complied with the requirements of the preceding paragraph and that the
Employee is aware that certain restrictions imposed upon the Employee by this Agreement continue after
termination of the Employee’s employment. The Employee understands, however, that the Employee’s rights
and obligations under this Agreement will continue even if the Employee does not sign a Termination

9. Certain Representations and Warranties of Employee; Indemnification

The Employee hereby represents and warrants to the Company as follows:

(a) The Employee is not and will not be in violation of any term of any employment contract,
patent disclosure agreement, non-competition agreement, or any other contract or agreement
or any restrictive covenant or any other common law obligation to a former employer relating
to the Employee’s right to be employed by the Company because of the nature of the business
conducted or to be conducted by the Company or to the use of trade secrets or proprietary
information of others, and the Company’s employment of the Employee does not subject the
Company to any liability. There is no action, suit, claim or proceeding now pending, or, to the
best of the Employee’s knowledge and belief after due inquiry, threatened with respect to any
contract, agreement, covenant or obligation referred to in the preceding sentence, nor, to the
best of the Employee’s knowledge and belief after due inquiry, does there exist any
reasonable basis therefore.

(b) The Employee agrees to indemnify, defend and hold the Company harmless from and against
all liabilities, losses and damages, together with all reasonable costs and expenses relating
thereto (including, without limitation, reasonable legal and accounting fees and expenses),
which would not have been incurred if all of the representations and warranties contained in
subsection (a) of this Section 10 had been true and correct.

(c) The Company agrees to provide the Employee in a timely manner with notice of all third
party actions, suits, proceedings, claims, demands or assessments subject to the
indemnification provisions of this Section 10 (collectively, “Third Party Claims”) brought at
any time following the date hereof, and shall otherwise make available all relevant
information material to the defenses of any Third Party Claims against it. The Employee shall
have the right to elect to participate in the defense of any such Third Party Claim at the
Employee’s sole expense, and no claim shall be settled or compromised without the
Employee’s consent unless the Employee shall have failed, after the lapse of a reasonable
time, but in no event more than thirty (30) days, after notice to the Employee of such Third
Party Claim, to participate in the defense of the same. If the Employee wishes, the Employee
may control the defense of such litigation, at the Employee’s own expense, insofar as such
claim relates to the Employee’s liability. The Company’s failure to give timely notice or to
provide copies of documents or to furnish relevant data in connection with any Third Party
Claim shall not constitute a defense (in part or in whole) to any claim for indemnification
from the Company, except and only to the extent that such failure shall result in any prejudice
to the Employee.

10. Miscellaneous Provisions

(a) This Agreement contains the entire and only Agreement between the Employee and the
Company respecting the subject matter hereof, and no modification, renewal, extension,
waiver or termination of this Agreement or any of the provisions herein contained shall be
binding upon the Employee or the Company unless made in writing and signed by the
Employee and an authorized officer of the Company. In the event of any inconsistency
between this Agreement and any other contract between the Employee and the Company, the
provisions of this Agreement shall prevail.

(b) The Employee’s obligations under this Agreement shall survive the termination of the
Employee’s employment with the Company regardless of the manner of or reasons for such
termination, and regardless of whether such termination constitutes a breach of any other
agreement the Employee may have with the Company. The Employee’s obligations under this
Agreement shall be binding upon the Employee’s heirs, executors and administrators, and the
provisions of this Agreement shall inure to the benefit of and be binding on the successors
and assigns of the Company.

(c) If the scope of any provision contained herein is too broad to permit enforcement of such
provision to its full extent, then such provision shall be enforced to the maximum extent
permitted by law, and the Employee hereby consents and agrees that such scope may be
judicially modified in any proceeding brought with respect to the enforcement of such
provision. Except as otherwise provided in the previous sentence, if any provision of this
Agreement shall be construed to be illegal or invalid, the legality or validity of any other
provision hereof shall not be affected thereby, and any illegal or invalid provision of this
Agreement shall be severable, and all other provisions shall remain in full force and effect.

(d) The Employee recognizes that money damages alone would not adequately compensate the
Company in the event of breach by the Employee of this Agreement, and the Employee
therefore agrees that, in addition to all other remedies available to the Company, at law, in
equity or otherwise, the Company shall be entitled to injunctive relief for the enforcement
hereof. Failure by the Company to insist upon strict compliance with any of the terms,
covenants, or conditions hereof shall not be deemed a waiver of such terms, covenants or

(e) All rights and remedies hereunder are cumulative and are in addition to and not exclusive of
any other rights and remedies provided by law, in equity, by agreement or otherwise.

(f) This Agreement shall be governed by, and construed and enforced in accordance with, the
laws of the Republic of the Philippines. It amends and supersedes any agreement you may
have with the Company which is contrary to the provisions of this Agreement. It shall be
deemed to be effective as of the first day of your employment by the Company. This
Agreement is executed under seal.




By: ______________________________
SIGNATURE Name: Katrina Pielago
Name: ______________________________ Title: Digital Marketer
Address: ______________________________ Date:
Date: ______________________________

IN WITNESS WHEREOF, the parties have executed this Agreement in Pasig City, Philippines on the date(s)
indicated below.