This Non-Disclosure Agreement has been entered into on the date of [DATE] and is by and between:
Weblio Philippines Inc. with a mailing address of [6/F ITC Building, Sen. Gil Puyat Avenue, Makati City, Philippines] (“Disclosing Party/Company”).
Applicant: [Applicant’s Name] with a mailing address of [MAILING ADDRESS] (“Receiving Party/Applicant”).
The Receiving Party hereto desires to apply as a Tutor of the Disclosing Party (the “Application”). In the course of the Application, Disclosing Party may share certain Confidential Information with the Receiving Party. Therefore, in consideration of the mutual promises and covenants contained in this Agreement and for the purpose of preventing unauthorized disclosure of Confidential Information, the Parties hereto agree as follows:
1. Definition of Confidential Information. For purposes of this Agreement, “Confidential Information” shall include all information or material that will be used in the application process of Applicant, including but not limited to the following:.
A. Interview Questions
B. All Email Confirmation from Recruitment Team
C. New Tutor Workshop Training Manual
D. New Tutor Workshop Content
E. Demo Lesson Room
F. Demo Feedback from Trainer
G. Weblio’s Tutor Site Contents
If Confidential Information is in written form, the Company shall label or stamp the materials with the word “Confidential” or some similar warning.
If Confidential Information is transmitted orally, the Company shall promptly inform the Applicant that such is “Confidential”. or some similar warning.
2. Exclusions from Confidential Information
Applicant’s obligations under this Agreement do not extend to information that is publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Company such as but not limited to contents found on official Weblio PH site and official Facebook and YouTube account.
3. Obligations of Applicant
Applicant shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Company.
Applicant shall not take a screenshot or screen recording of the above mentioned “Confidential Information”. Furthermore, posting said screenshot and screen recording on social media such as but not limited to Facebook, Youtube, Instagram, will not be done by the Applicant.
Applicant shall not share Confidential Information to anyone including family members, friends, and colleagues.
4. Vlog by Applicant/Tutor
Should the Applicant or Released Tutor decide to do a Vlog about Weblio, he/she agrees that he/she will undergo brand check in collaboration with the Public Relations Department of the Company.
The brand check is as follows.
● Applicant to submit outline or script
● Public Relations Department to check and advise revisions
● Applicant to submit video before uploading
● Public Relations Department to check video and approve
● Applicant will upload the video once approved
Take note that failure to comply with brand check, the Applicant/Tutor will be asked to delete the video should there be any violations of this provision. Refer to the Penalty Clause of this Agreement.
5. Time Periods
The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Applicant’s duty to hold Confidential Information in confidence shall remain in effect until the Confidential Information no longer qualifies as a trade secret or until Company sends Applicant written notice releasing Applicant from this Agreement, whichever occurs first.
6. No Binding Agreement on the Application
Nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed to the Receiving Party.
7. Specific Performance or Injunctive Relief
The Receiving Party agrees and acknowledges that any breach of the obligations contained in this Agreement will cause irreparable loss to the Disclosing Party and would not be compensable by monetary damages alone, and accordingly, the Disclosing Party shall, in addition to the other remedies a party may have at law or in equity, be entitled to obtain a specific performance or injunctive relief against the Receiving Party in respect to the breach or the continuation of the breach of this Agreement.
8. Penalty
Should the Applicant violate any provisions of this Agreement, the Company shall impose a penalty in the minimum amount of PHP50,000 and a maximum of PHP 100,000.
Additionally, the Applicant will be banned from being a home-based tutor of the Company.
9. Subsequent Agreements
Ancillary agreements, amendments, or additions hereto shall be made in writing.
10. Integration
This Agreement expresses the understanding of the Company and the Applicant in upholding the Confidential Information and supersedes all agreements, representations, and understandings.
11. Applicable Law and Jurisdiction
This Agreement shall be construed and interpreted by the laws of the Philippines. The court of Makati shall have jurisdiction.
12. Waiver
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
In witness whereof, the Company and the Applicant hereto have caused this Agreement to be executed as of the date stated above.
SHINTO MITSUNAGA
Weblio Philippines, Inc.
PRESIDENT
