Non-Disclosure Agreement

Version 1.0  ·  Last updated: 22 September 2026
This is the agreement a buyer signs on PasaloHub PH before a seller's business documents are shared. It is signed electronically from the listing page by typing your full name and ticking the agreement box; the signature is recorded against your account with the date and time.
In plain terms: if you sign, you promise to keep what you learn about the business private, to use it only to decide whether to buy, and not to go around the seller to its staff, suppliers, customers or landlord. The promise lasts two years.

1Parties

This Confidentiality and Non-Disclosure Agreement ("Agreement") is between the PasaloHub PH user who signs it (the "Receiving Party") and the seller of the business listing it is signed for (the "Disclosing Party"). It takes effect when the Receiving Party signs it electronically on PasaloHub PH (the "Platform").

PasaloHub PH provides the Platform on which this Agreement is signed and recorded, but is not a party to it.

2Purpose

The Disclosing Party is willing to share information about the business described in the listing (the "Business") so the Receiving Party can evaluate a possible acquisition of, investment in, or partnership in the Business (the "Purpose").

3Confidential Information

"Confidential Information" means all non-public information about the Business that the Receiving Party receives through the Platform or otherwise from the Disclosing Party in connection with the Purpose, in any form, including:

  • financial statements, tax returns, sales records, bank statements, and income and expense figures;
  • business registration documents, permits, licenses and contracts, including leases;
  • customer, supplier, employee and pricing information;
  • recipes, processes, methods, systems and other know-how; and
  • the fact that the Business is for sale, where the listing does not already make this public, and the terms being discussed.

4What is not confidential

Confidential Information does not include information that the Receiving Party can show:

  1. is or becomes public through no breach of this Agreement (including what is shown publicly in the listing);
  2. was lawfully known to the Receiving Party before receiving it from the Disclosing Party;
  3. was lawfully received from a third party with no duty of confidentiality; or
  4. was independently developed without using the Confidential Information.

5Obligations of the Receiving Party

The Receiving Party will:

  1. keep the Confidential Information strictly confidential and protect it with at least reasonable care;
  2. use it only for the Purpose;
  3. not disclose, publish, copy, forward or post it to anyone, except as allowed in Section 6; and
  4. promptly tell the Disclosing Party if it becomes aware of any unauthorized use or disclosure.

6Permitted disclosure

The Receiving Party may share Confidential Information only:

  1. with its lawyers, accountants, financial advisors, lenders or prospective co-investors who need it for the Purpose and who are bound by duties of confidentiality at least as protective as this Agreement — the Receiving Party remains responsible for their compliance; or
  2. where required by law, court order or a government authority, after giving the Disclosing Party prompt notice (where legally allowed) and disclosing only what is required.

7No going around the seller

While this Agreement is in effect, the Receiving Party will not, without the Disclosing Party's written consent, use the Confidential Information to contact the Business's employees, customers, suppliers or landlord about the Business or a transaction involving it, or to solicit the Business's employees to leave.

8Personal information

If the Confidential Information includes personal information (for example about employees or customers), the Receiving Party will process it only for the Purpose and in compliance with the Data Privacy Act of 2012 (Republic Act No. 10173) and its implementing rules.

9Return or destruction

If the Receiving Party decides not to proceed, or when the Disclosing Party asks, the Receiving Party will stop using the Confidential Information and delete or destroy it (including copies), except for copies it must keep by law, which remain subject to this Agreement.

10No obligation to transact; no warranty

Signing this Agreement does not oblige either party to enter into any transaction. Confidential Information is provided "as is"; the Disclosing Party makes no warranty about its accuracy or completeness except as may be agreed in a later written agreement. No license or ownership right is granted in any Confidential Information.

11Term

This Agreement remains in effect for two (2) years from the date it is signed. Obligations about information that is a trade secret continue for as long as it remains a trade secret.

12Remedies

The Receiving Party acknowledges that a breach may cause the Disclosing Party irreparable harm for which money alone may not be adequate. In addition to any other remedy under Philippine law, the Disclosing Party may seek injunctive relief. A breach is also a violation of the Platform's Terms & Conditions, and PasaloHub PH may suspend or remove the Receiving Party's account.

13Electronic signature

The parties agree that this Agreement may be signed electronically and that the Receiving Party's typed full name, together with the Platform's record of the account, date and time, constitutes a valid electronic signature under the Electronic Commerce Act of 2000 (Republic Act No. 8792).

14Governing law

This Agreement is governed by the laws of the Republic of the Philippines. Disputes will be brought before the proper courts of the Philippines. If any provision is found unenforceable, the rest remains in effect. This Agreement is the entire agreement between the parties about its subject matter.