TOMS WORLD PHILIPPPINES (hereinafter referred to as “COMPANY”) maintains an
ISO
9001:2015
Quality manual that contains proprietary, confidential, and sensitive information critical to
its operations, including but not limited to:
-
Information about the Officers of Toms World Philippines
-
Business Process Maps
-
Internal and External Issues
-
Trade Secrets
-
Work Instructions, Procedures, Flowcharts, and Forms
WHEREAS, EMPLOYEE, by virtue of their role within the company, will be granted access to the
Quality Manual, and it is essential that this information remains confidential.
WHEREAS, access to the Quality Manual system is limited to Executives, Department Heads,
Division Heads, Area Heads, Branch Heads and assigned officers of Toms World, as part of their
responsibility within the organization.
WHEREAS, COMPANY has agreed to provide access to information of proprietary/confidential in
nature, such as, but not limited to, technical specifications, drawings Schematic diagrams,
programs operating manuals, communication protocols, components of intellectual property, trade
secrets, marketing strategies, development programs and other confidential information,
collectively referred to as “CONFIDENTIAL INFORMATION”, to enable EMPLOYEE to comprehend
and
perform the requirements of COMPANY;
WHEREAS, for the mutual security and protection of COMPANY and EMPLOYEE, the parties deem it
expedient to restrict the disclosure of such confidential information to third parties;
WHEREAS, for the mutual security and protection of COMPANY and EMPLOYEE, the parties deem it
expedient to restrict the disclosure of such confidential information to third parties;
NOW THEREFORE, for and in consideration of the foregoing, the parties hereto agree as follows:
1.
All materials and information shared by COMPANY to EMPLOYEE
shall be deemed highly
sensitive and all materials or information furnished, made available or obtained by
EMPLOYEE in the course of his/her employment shall be considered proprietary and/or
confidential in nature.
2.
It is hereby agreed and understood that such Confidential
Information shall be treated as confidential and shall not be disclosed to third party
without the prior written consent of COMPANY. This obligation shall not cover any
information:
a. Generally available to the public without fault on the part of EMPLOYEE;
OR
b. Available from a source other than the EMPLOYEE.
3.
COMPANY and EMPLOYEE acknowledge and agree that it is
imperative that the Confidential Information remain confidential. EMPLOYEE acknowledges
that his/her breach of the obligations provided under the Agreement may cause harm to
COMPANY. In which event, COMPANY shall be entitled to seek a temporary restraining order
and preliminary injunction against EMPLOYEE in addition to any other legal or equitable
remedies to which COMPANY may be entitled under the law.
4.
At the end of EMPLOYEE’S employment with COMPANY, he/she
shall forthwith, deliver all materials containing, in whole or in part, the COMPANY’S
Confidential Information in his/her possession to COMPANY.
5.
At the end of EMPLOYEE’S obligation of confidentiality
under this Agreement shall continue to be effective and survive the termination of this
Agreement. No modification or amendment of this Agreement shall be effective unless in
writing and signed by the parties hereto.
6.
The parties also agree that should any provision in the
Agreement be declared void, invalid or ineffective for any reason whatsoever, the
validity of remaining provisions shall not be effected and shall continue to be binding.
7.
This Agreement shall be governed and construed under the
laws of the Philippines.