NON-DISCLOSURE AGREEMENT and NON-COMPETITION CLAUSE

NON-DISCLOSURE AGREEMENT and NON-COMPETITION CLAUSE AGREEMENT

I. THE PARTIES.

This Non-Disclosure Agreement, hereinafter known as the “Agreement”, is created on the ___ day of ______________________, 20___ by and between Pips & Profits, in representation of Anna May Lorica, hereinafter known as the “Disclosing Party”, and ____________________________________ hereinafter known as the “Receiving Party”, and collectively known as the “Parties”.

WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of the confidential and proprietary information related to Pips & Profits, hereinafter known as “The System”, during and after the Program, and Professional Financial Market Executive Program, hereinafter known as “The Mentorship, Licensure and Certification Program”.

The Parties agree as follows:

II. TYPE OF AGREEMENT.

This Agreement shall be Unilateral, whereas, the Disclosing Party shall have sole ownership of The System and all software, video, media, content and materials attributable to it that will be shared during The Mentorship Program, with the Receiving Party being prohibited from disclosing, selling, transferring and/or conveying confidential and proprietary information that is to be released by the Disclosing Party in an effort to teach the rules and concepts of The System to the former.

III. DEFINITION.

For the purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to documents (Excel, Doc, PDFs, etc.), trading journals, media, online references, reading materials, handouts, questionnaires, examinations, surveys, sample stock charts, trade dissections, source codes, analytical data, other documentation, and correspondences that have not otherwise been made publicly available.

However, Confidential Information does not include:

(a) information generally available to the public;

(b) widely used trading techniques, concepts and strategies;

(c) information rightfully in the possession of the Parties prior to signing this Agreement; and

(d) information independently developed without the use of any of the provided Confidential Information.

IV. OBLIGATIONS.

The obligations of the Parties shall be to hold and maintain the Confidential Information in the strictest of confidence at all times and to their agents, acquaintances, employees, representatives, affiliates, and any other individual or entity that is on a “need to know” basis.

If any such Confidential Information shall reach a third (3rd) party or become public, all liability will be on the Party that is responsible for such incident. Neither Party shall, without the written approval of the other Party, publish, copy, or use the Confidential Information for their sole benefit. If requested, either Party shall be bound to return any and all materials to the Requesting Party within five (5) days.

V. NON-COMPETITION CLAUSE.

The Receiving Party shall not, directly or indirectly, perform or conduct the same or substantially the same program/s for himself/herself or on behalf of any other entity or business during the term of the Basic Course Program and five (5) years after the culmination thereof. This includes but is not limited to the following nature: paid mentorship programs, seminars, any trading recommendation subscriptions, and sale of content and materials.

VI. TIME PERIOD.

The bounded Parties’ duty to hold the Confidential Information in confidence shall remain in effect until such information no longer qualifies as a trade secret or written notice is given releasing such Party from this Agreement.

VII. RELATIONSHIP.

The Parties agree that there is no such statement in this Agreement that suggests any Party is an employee, partner, or that the Mentorship Program is a joint venture. All ownership interests, if any, shall be stated in a separate agreement.

VIII. SEVERABILITY.

If a court finds that any provision of this Agreement is invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the Parties.

IX. INTEGRATION.

This Agreement expresses the complete understanding of the Parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in writing with the acknowledgment of the Parties.

X. ENFORCEMENT.

The Parties acknowledge and agree that due to the unique and sensitive nature of the Confidential Information, any breach of this Agreement would cause irreparable harm for which damages and/or equitable relief may be sought. The harmed Party shall be entitled to all remedies available at law.

XI. GOVERNING LAW.

This Agreement shall be governed under the laws of the Republic of the Philippines.

Once you have read, acknowledged, and agreed to the terms of this Agreement, please return to the previous tab to proceed. We appreciate your prompt attention and compliance. Thank you.

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