1. The Parties indicated here have willingly entered a business relationship to offer and accept services from each other, where there will be an exchange of sensitive, substantial, and confidential information.
2. The HRBuddy Non-Disclosure Policy aims to prohibit and restrict the disclosure of information that one Party may have gained and accessed during transactions and dealings with the other Party and related entities.
3. Now, therefore, for and in consideration of the existing premises, both Parties have agreed to be bound to the following:
The following terms shall have their meaning:
“Disclosing Party” shall mean an individual, group, or organization providing confidential information.
“Receiving Party” or “Recipient” shall mean an individual, group, or other duly authorized representatives receiving confidential information given or shared by the Disclosing Party.
“Confidential Information” shall mean any of the following:
- Information conveyed in oral or written form
- Information related to financial, technical, or commercial matters.
- Information content found in the analysis of strategic plans, financial status, operational directives, research data, client reports.
- Other related information that is prepared by Right Choice Finance personnel, consultants, or any other third-party representative and received by the Recipient or any of its duly authorized representatives while using the HRBuddy website or the HRBuddy mobile application.
Non-Disclosure and Non-Use
For purposes of maintaining confidentiality of all information received, exchanged, and used, both Parties have agreed:
- Not to disclose or allow disclosure of confidential information to third parties except duly authorized party representatives who are directly involved in the evaluation and processing of information received and exchanged for purposes related to any existing agreement.
- Not to make, reproduce or allow copying of confidential information received and exchanged without obtaining necessary approval or consent from the Disclosing Party or any of its authorized representatives.
- Not to use or exploit any confidential information received or exchanged for activities, transactions, or purposes other than the actual or intended use of information agreed upon by both parties.
- No disclosure, dissemination, or exploitation of confidential information by Receiving Party representatives who are not involved in any agreement with the Disclosing Party.
- No activity, transaction, or similar endeavor that will eventually lead to the indirect or unforeseen disclosure of confidential information will be allowed by members of both parties.
- The Receiving Party, or any of its duly authorized representatives, shall not use, exploit, or use as a reference any information received or exchanged that pertains to former, present, or prospective clients of the Disclosing Party.
Termination of Access to, Privilege to View and Use of Information
Both the Disclosing Party and the Receiving Party are given the option to choose, based on reasonable grounds, to do the following:
- Terminate access to the HRBuddy Service Site and/or mobile application.
- Discontinue the provision, exchange and/or receipt of confidential information.
- Should one Party decide to adhere to this, a written expression to terminate access to the HRBuddy Service Site and mobile application must be filed, and to discontinue receipt of confidential information within ten (10) days from the intention of termination.
- Once request for termination of access is approved, the Party must return all documented information received, both the printouts and soft copies, and other related information previously covered by the agreement. Any unreturned document is destroyed in compliance to access termination rules.
- When documents already meant for destruction have not been disposed of, the rules on confidentiality of document information are still applicable.
No Commitment to Enter into a Contract
The following shall be applied:
- Neither party shall have an obligation with any transaction or contract under this agreement.
- Neither party shall have the right to force the other party to engage with any transaction or contract unless a definitive written agreement has been executed and agreed upon by both parties.
- All information used, shared, and exchanged shall remain as the property of the Disclosing Party.
- The Receiving Party shall immediately inform the Disclosing Party of any unauthorized disclosure, distribution, misappropriation, or misuse by any person of confidential information that Receiving Party knows.
Representation or Warranty
There is no warranty provided by the Disclosing Party regarding the accuracy of confidential information.
- No waiver made by either party regarding any term or condition becomes valid until expressed in written form and mutually signed by party members or authorized representatives.
- No waiver previously made by either party regarding any term or condition becomes legal and binding if the purpose is to waive the terms and conditions. Changes or modifications must be expressed in full writing and signed by party members or authorized representatives.
- Both parties agree to maintain reasonable security measures in safeguarding the confidentiality of information used, shared, and exchanged.
- The proper storage and handling of confidential information shall be agreed upon by both parties to prevent unauthorized access and disclosure.
- Any party member must immediately report unauthorized access to or disclosure of confidential information to prevent unauthorized access and mitigate its effects.
Effects of the Breach
Both parties shall agree that any breach discovered in the observance of their obligations to the agreement shall generate damages that may vary in form and gravity of effect. When this occurs, the party who suffered the most can seek injunctive relief from any incurred or deliberate breach.
Exclusion from Confidential Information
The obligations of the Receiving Party in handling confidential information will not be applicable under the following circumstances:
- If the confidential information was found or made visible to the public during its disclosure.
- If the Receiving Party disclosed the confidential information to the public domain using ways other than a breach of the agreement.
- If the Receiving Party has long been aware of the public disclosure before the tie-up with the Disclosing Party.
- If an entity not connected in any way with the Receiving Party or Disclosing Party disclosed confidential information to the public domain.
- If the Receiving Party independently made the disclosure.
- The disclosure of confidential information to the public domain is allowed by applicable laws, regulations, and legal processes. The Disclosing Party must be able to receive substantial advice from the Receiving Party about the disclosure and shall carry with it the requirements that will determine the scope or limitations behind the disclosure activity.
- Confidential information is considered fit for release if it meets the following conditions:
- The information posted is meant for public knowledge and is made accessible for public use.
- The information was already made visible in the public domain at the time of disclosure.
This Agreement shall take effect at the date and time executed by both parties and shall remain in effect unless an expressed notice of termination has been declared by either party under valid reasons.