CipherLabs

Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") governs confidential information exchanged between CipherLabs ("CipherLabs", "we", "our", or "us") and any individual or organization that requests a discovery call, consultation, or project proposal from CipherLabs (the "Client", "you", or "your"). CipherLabs and the Client are each a "Party" and together the "Parties".

You accept this Agreement when you acknowledge it on our Discovery Call or Project Proposal form, or when you share or receive Confidential Information in connection with a consultation or proposal. It protects both Parties equally.

1. Purpose

The Parties may share information to evaluate, scope, price, and plan a possible engagement for websites, operational systems, workflow automation, or other digital infrastructure (the "Purpose"). Each Party agrees to use the other Party's Confidential Information only for the Purpose.

2. Confidential Information

"Confidential Information" means any non-public information disclosed by one Party (the "Discloser") to the other (the "Recipient"), in any form — spoken, written, electronic, or shown during a meeting or screen share — that is marked or identified as confidential, or that a reasonable person would understand to be confidential. It includes, for example:

  • business plans, strategies, pricing, budgets, and financial information;
  • internal workflows, operational processes, and business requirements;
  • customer, client, member, patient, student, or supplier information;
  • system designs, technical architecture, source code, credentials, and access details;
  • proposals, estimates, project plans, and the terms of any discussion between the Parties; and
  • any notes, analyses, or materials prepared from the above.

3. What is not Confidential Information

Confidential Information does not include information that the Recipient can show:

  • is or becomes publicly available without breach of this Agreement;
  • was already lawfully known to the Recipient before it was disclosed;
  • was lawfully received from a third party without a duty of confidentiality; or
  • was independently developed by the Recipient without use of the Discloser's Confidential Information.

4. Obligations of the Recipient

The Recipient agrees to:

  • keep the Discloser's Confidential Information confidential and protect it with at least reasonable care, and no less care than it uses for its own similar information;
  • use it only for the Purpose;
  • share it only with its employees, contractors, or advisers who need to know it for the Purpose and who are bound by confidentiality duties at least as protective as this Agreement; and
  • promptly notify the Discloser of any unauthorized use or disclosure it becomes aware of.

5. Required disclosure

If the Recipient is required by law, regulation, or a court or government order to disclose Confidential Information, it may do so to the extent required, provided that (where legally allowed) it gives the Discloser prompt notice and reasonable cooperation so the Discloser can seek protective treatment.

6. Personal data

Where Confidential Information includes personal information, each Party will process it in accordance with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission. CipherLabs handles personal information as described in its Privacy Policy. Each Party will share only the personal information needed for the Purpose.

7. Return or destruction

On written request, or if the Parties decide not to proceed, the Recipient will return or securely delete the Discloser's Confidential Information, except for copies kept in routine backups or as required by law, which remain subject to this Agreement until destroyed.

8. No obligation and no license

Sharing information does not oblige either Party to enter into any engagement. No license or ownership right in any Confidential Information, intellectual property, or materials is granted by this Agreement. All Confidential Information is provided "as is".

9. Term

This Agreement applies to Confidential Information disclosed in connection with the Purpose. The confidentiality obligations last for three (3) years from the date of each disclosure, except that obligations for trade secrets, source code, credentials, and personal information continue for as long as that information remains confidential or protected by law.

10. Remedies

Unauthorized use or disclosure of Confidential Information may cause harm that money alone cannot fully remedy. In addition to any other remedies available under law, the Discloser may seek injunctive or other equitable relief.

11. Relationship to a later contract

If the Parties sign a service agreement or contract that contains its own confidentiality terms, those terms will govern information exchanged under that contract. This Agreement continues to govern information exchanged before it.

12. Governing law

This Agreement is governed by the laws of the Republic of the Philippines. Any dispute arising from it shall be brought before the proper courts of the Philippines.

13. Requesting a signed copy

If your organization requires a countersigned NDA, or wishes to use its own NDA form, contact us at cipherlabs.pro@gmail.com before sharing sensitive information and we will arrange it.