Non-Disclosure Agreement for Associates
Non-Disclosure Agreement for Associates
Effective upon receipt of the Associate Badge
Welcome to Jeepney.io, the official platform of Francisco Motors, part marketplace, part social media, part mission. This Non-Disclosure Agreement for Associates governs your use of Jeepney.io and all its features, including your legal responsibilities once you are awarded an Associate Badge.
1. Acceptance of Terms
By creating an account or accessing Jeepney.io in any manner, you agree to be legally bound by these Terms and Conditions, including future updates. If you do not agree, you may not start accessing and using the platform.
2. Definitions
User – Any person who creates an account on Jeepney.io.
Platform – Jeepney.io, its features, including but not limited to, apps, content, systems, and services.
Associate Badge – A special designation granted by the platform to users selected as part of Francisco Motors’ “Network of Associates.”
Network of Associates – A sales, outreach, and advocacy arm of Francisco Motors whose members receive privileged access to including but not limited to, tools, events, and information.
NDA – The Non-Disclosure Agreement found in Section 8 of this document, binding only upon activation as defined in Section 5.
3. User Responsibilities
Users agree to:
Use the platform lawfully and ethically;
Provide accurate and updated personal information;
Refrain from impersonating others or using Jeepney.io for illegal, harmful, or disruptive purposes;
Protect login credentials and notify Jeepney.io of any unauthorized access.
4. Badges and Platform Roles
The Jeepney.io platform may assign certain users roles or badges (e.g., “Verified Seller,” “Associate,” etc.). These may unlock features or responsibilities, including access to confidential or business-sensitive information.
5. Associate Badge and Activation of NDA
Upon being granted the Associate Badge, the User automatically becomes a Receiving Party under the Non-Disclosure Agreement (Section 8) of these Terms and Conditions. By accepting these Terms, the User consents in advance to be legally bound by the NDA from the moment the badge is issued.
Important: The obligations of confidentiality under the NDA remain in full force and effect even after the badge is removed or the user leaves the Network of Associates. Any information received or accessed while holding the Associate Badge shall continue to be protected under the NDA in perpetuity.
If you do not wish to be legally bound by the NDA, you must decline the Associate Badge before it is activated. Once granted, the NDA becomes binding and irrevocable in perpetuity, regardless of later role changes or account status.
6. Account Termination and Badge Removal
We reserve the right to suspend or terminate user accounts and/or remove badges at our sole discretion, with or without prior notice, for reasons including but not limited to:
Violation of these Terms and Conditions
Breach of the Non-Disclosure Agreement (NDA)
Misrepresentation, fraud, or unethical conduct
Abuse or misuse of platform features
Harassment of other users or Jeepney.io personnel
Inactivity or disengagement as an Associate, including but not limited to:
Failure to participate in platform communications or updates
Failure to respond to official messages or instructions
No attempts to promote, share, or represent the platform publicly or privately
Lack of performance, including but not limited to:
No referrals or recruits over an extended period
No sales or conversions of Francisco Motors products, such as but not limited to:
PINOY Transporters
H-trikes
Francisco Passenger Jeepneys
TsuperHeroes (closed-loop digital utility tokens)
No attendance or participation in official training, events, or meetings
Any behavior deemed harmful to the mission, brand, or operations of Jeepney.io or Francisco Motors
Important: Removal of the Associate Badge or termination of a user account does not release the user from the NDA. All confidentiality obligations remain binding and enforceable in perpetuity for any information received or accessed while the badge was held.
7. Governing Law and Venue
These Terms are governed by the laws of the Republic of the Philippines. All legal disputes shall be filed exclusively in the proper courts of Taguig City, Philippines.
8. Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the “Agreement”) is deemed entered into on the date the Jeepney.io user clicks “I agree” during registration and is subsequently granted the Associate Badge. By receiving the Associate Badge, the user acknowledges and agrees to be legally bound by this Agreement, as incorporated in Section 8 of the Terms and Conditions, effective from the date the badge is activated.
WHEREAS, any Jeepney.io user who receives an Associate Badge (the “Receiving Party”) may gain access to confidential information during the course of their engagement, interaction, or association with Elmer Francisco Motor Corporation (the “Disclosing Party”), including but not limited to information relating to the Company’s business operations, proprietary systems, strategic plans, and personal or internal matters concerning the Company and its representatives;
NOW, THEREFORE, in view of the responsibilities and privileges granted by the Associate Badge and the user’s acceptance of the Terms and Conditions of Jeepney.io, the following terms shall govern the handling and protection of all Confidential Information disclosed or accessed by the Receiving Party.
8.1. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” means any data or information so defined under the Data Privacy Act of 2012 and its IRR that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible and intangible form, whenever and however disclosed, including, but not limited to:
8.1.1 Business-related information, such as:
any strategies, business plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such Party, its affiliates, subsidiaries and affiliated and/or contracting agencies/ organizations/ LGUs/ companies;
Information regarding the operations, partnerships, and future plans of the Company and its affiliated entities, and any future ventures.
plans for products or services, and membership/healthcare provider/supplier/contractor/accredited agents lists;
any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and
any other information that should reasonably be recognized as proprietary or confidential information of the Disclosing Party and/or of its affiliated/accredited/contracting entities. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.
8.1.2 Personal-related information, such as:
Schedules, personal communications, travel plans, and other matters pertaining to the private affairs of the Company’s executives and employees.
8.1.3 Information disclosed orally, in writing, electronically, or through observation, whether marked as “confidential” or understood by a reasonable person to be confidential.
8.1.4 Any derivatives, evaluations, analyses, or summaries based on the Confidential Information.
Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which:
the Receiving Party can demonstrate through written or other tangible evidence that it was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party;
becomes rightfully known to the Receiving Party from a third-party source, provided such source is not known by the Receiving Party to be under an obligation to the Disclosing Party to maintain confidentiality, and the Receiving Party can provide documentary evidence of such rightful knowledge;
is or becomes publicly available through no fault, failure to act, or breach of this Agreement by the Receiving Party, provided that such information is widely accessible and not disclosed inadvertently or through wrongful acts of the Receiving Party;
is required to be disclosed in a judicial, administrative, or regulatory proceeding, or otherwise requested or required by law or regulation, provided the Receiving Party (a) promptly notifies the Disclosing Party in writing of such requirement, (b) cooperates with the Disclosing Party in seeking a protective order or other appropriate remedies, and (c) discloses only that portion of the Confidential Information which is legally required to be disclosed;
8.2. Obligations of Confidentiality
From time to time, the Disclosing Party had disclosed Confidential Information to the Receiving Party. The Receiving Party shall:
not disclose of any Confidential Information in connection with the Agreement or contemplated transaction/relationship between the Parties to which this Agreement relates;
shall keep all Confidential Information strictly confidential by using a reasonable degree of care;
not disclose any Confidential Information received by it to any third parties without the Disclosing Party’s consent or as otherwise provided for herein.
The Receiving Party shall be responsible for any breach of this Agreement.
8.3. Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely for purposes directly connected to the Agreement or the specific transaction or relationship between the Parties, and not for any purpose other than as expressly authorized by this Agreement. No other right or license, whether expressed or implied, is granted to the Receiving Party with respect to the Confidential Information, including any rights for derivative use, commercialization, or independent development.
Title to the Confidential Information, including all copies, modifications, enhancements, and derivative works, will remain solely with the Disclosing Party. Any modifications, enhancements, or derivative works created by the Receiving Party based on or utilizing the Confidential Information shall automatically become the sole property of the Disclosing Party. The Receiving Party agrees to document and provide, upon request, a detailed record of any such modifications or improvements made during the term of the Agreement.
8.4. Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any judicial or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.
The Receiving Party agrees that it shall not oppose and shall cooperate with efforts, to the extent practicable, by the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, such disclosure may be made without liability.
8.5. Effectivity
This Agreement shall take effect on the date the Jeepney.io user is granted the Associate Badge, and shall remain in perpetuity. Notwithstanding the termination of this Agreement, provisions that by their nature are intended to survive termination (including, but not limited to, obligations relating to confidentiality, intellectual property rights, and dispute resolution) shall continue to remain in full force and effect.
8.6. Remedies for Breach
The Receiving Party acknowledges that the Confidential Information to be disclosed hereunder is of a unique and valuable nature. The Receiving Party agrees that any unauthorized dissemination of Confidential Information would result in irreparable harm to the Disclosing Party, for which monetary damages may be inadequate.
Therefore, the Receiving Party hereby agrees that the Disclosing Party shall be entitled to injunctive relief preventing the unauthorized dissemination of any Confidential Information in violation of this Agreement. Such injunctive relief shall be in addition to any other remedies available hereunder whether at law or in equity including damages. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees incurred in obtaining any such relief.
In the event of litigation or arbitration arising out of or relating to this Agreement, the Disclosing Party shall be entitled to recover its reasonable attorneys’ fees and costs as expressly provided for under Article 2208 of the Civil Code of the Philippines, as well as other applicable laws.
8.7. Return of Confidential information
The Receiving Party shall, within fifteen (15) business days of termination of this Agreement or upon written request by the Disclosing Party, return to the Disclosing Party all tangible materials embodying the Confidential Information provided hereunder, including all notes, summaries, memoranda, drawings, manuals, records, excerpts, or derivative information deriving therefrom, as well as all other documents or materials (“Notes”) based on or including any Confidential Information, regardless of the form of storage or retrieval.
This obligation extends to all copies of such materials, including those converted to computerized media in the form of images, data, or word processing files, whether created manually or by image capture.
The Receiving Party shall, within fifteen (15) days after its receipt of request from the Disclosing Party, return to the Disclosing Party all materials constituting or incorporating any Confidential Information, subject to the remaining provisions of this Section 7.
(i) If any such materials are partially or fully destroyed, disassembled or damaged, or (ii) both Parties agree that the costs and expenses to return any such materials are excessively high and burdensome, the Receiving Party may destroy the relevant materials after receiving the prior written consent of the Disclosing Party; provided, however, that the Receiving Party shall immediately provide to the Disclosing Party a destruction report, photos, and/or certification duly signed by the Receiving Party or such other evidence of such destruction having been carried out in accordance with the relevant laws and regulations, in any case to the reasonable satisfaction of the Disclosing Party.
Without limiting the generality of the immediately preceding sentence but subject thereto, the Parties shall discuss in good faith and reasonably agree on the methods, procedure, costs, and schedule of destroying or returning of materials constituting or incorporating any Confidential Information. If the Receiving Party fails to destroy any such materials in accordance with this Section 7 and an unauthorized distribution or violation of the relevant laws and regulations results from such failure, the Receiving Party shall (a) immediately take all actions and proceedings as requested by the Disclosing Party to remedy such failure and/or to mitigate any adverse consequences arising from such failure; and (b) shall indemnify and hold harmless the Disclosing Party, and its affiliated companies' officers, directors, employees, agents and representatives from and against all damages, liabilities, losses, claims (including, without limitation, legal and administrative proceedings, audits and investigations) and costs and expenses (including attorney's fees and court costs) incurred by any of them.
8.8. Safekeeping of Confidential Information
The Receiving Party acknowledges the sensitive and confidential nature of the information they may access or receive for any authorized purpose directly related with the Disclosing Party. To ensure the proper safekeeping and protection of such Confidential Information, the Receiving Party agrees to the following obligations:
Access Limitation:
Confidential Information shall only be accessed, used, or disclosed as necessary to fulfill the Receiving Party's professional responsibilities under the terms of their engagement with the Disclosing Party.
The Receiving Party shall not disclose or allow access to Confidential Information to any third party without the prior written consent of the Disclosing Party.
Secure Handling and Storage:
Physical Documents: All physical documents containing Confidential Information must be stored in a secure location, such as a locked drawer or cabinet, when not in use. Physical copies should not be left unattended in public or unsecured spaces.
Digital Information: Digital files containing Confidential Information shall be stored on password-protected or encrypted devices, and all reasonable cybersecurity measures shall be employed to prevent unauthorized access (e.g., two-factor authentication).
Prohibition on Personal Use:
The Receiving Party agrees not to use any Confidential Information for personal benefit, gain, or purposes unrelated to their professional duties.
No Reproduction or Retention:
The Receiving Party shall not reproduce, copy, or retain any Confidential Information in any form unless expressly authorized by the Disclosing Party. Any unauthorized copies made must be immediately destroyed upon discovery.
Notification of Breach or Risk:
In the event of unauthorized access, suspected data breach, or loss of Confidential Information, the Receiving Party shall immediately notify the Disclosing Party and take all reasonable measures to mitigate potential harm.
Return and Destruction:
Upon the termination of the Receiving Party’s engagement or at the request of the Disclosing Party, the Receiving Party shall promptly return or permanently delete/destroy all copies of Confidential Information in their possession or control, including from personal devices, if applicable. Written confirmation of compliance with this requirement shall be provided upon request.
Special Duties Related to Personal Matters:
In cases where Confidential Information relates to the personal affairs of the Disclosing Party (e.g., financial records, health matters, or family-related issues), the Receiving Party agrees to exercise the highest degree of care in handling such information, recognizing its uniquely sensitive nature.
The Receiving Party acknowledges that failure to comply with these obligations may result in irreparable harm to the Disclosing Party. Accordingly, the Receiving Party agrees that the Disclosing Party shall be entitled to injunctive relief and other remedies provided by law or equity in the event of any breach of this provision.
8.9. Notice of Breach
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by the Receiving Party, or any other breach of this Agreement by the Receiving Party, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
8.10. No Publicity
The Receiving Party agrees not to disclose, publicize, or advertise in any form or manner the existence of this Agreement, the discussions or negotiations that gave rise to it, or any matters covered by this Agreement, without the prior written consent of the Disclosing Party. This includes, but is not limited to, making statements to the media, issuing press releases, or posting on social media platforms.
8.11. Scope of Agreement
This Agreement is intended solely to govern the exchange, handling, and protection of Confidential Information between the Parties in connection with the Receiving Party’s interaction, association, or dealings with the Disclosing Party. This Agreement does not create or imply any obligation for either Party to enter into any additional business relationship, partnership, or agreement beyond the Receiving Party’s professional responsibilities.
Except as expressly provided herein, this Agreement does not impose any legal or financial obligations on the Parties beyond the safeguarding and proper use of Confidential Information. The Disclosing Party retains the right to enforce all remedies provided herein or under applicable law in the event of any unauthorized disclosure, misuse, or breach of this Agreement by the Receiving Party.
8.12. Intellectual Property Rights
The role of the Receiving Party and participation in the Network of Associates does not imply ownership or transfer of any intellectual property rights related to the vehicles, the TsuperHero Token system, Jeepney.io, or any other present and future products, systems, or brand elements of the Disclosing Party, which remain its exclusive property.
Ownership: All rights, title, and interest in and to any intellectual property (IP) related to the Disclosing Party’s branded vehicle platforms, chassis, body designs, digital tools, presentation materials, online content, platform systems, and all associated trademarks, trade dress, slogans, or service marks (collectively, the “Francisco Motors IP”) shall remain solely and exclusively the property of the Disclosing Party. Nothing in this Agreement shall be construed as a transfer or assignment of such rights to the Receiving Party, either in whole or in part.
Usage Rights: The Receiving Party may be granted a limited, non-exclusive, non-transferable, and revocable right to use the Francisco Motors IP, including but not limited to names, logos, vehicle specifications, presentation materials, brochures, and the TsuperHero Token system, solely for the purpose of performing their duties within the Network of Associates. Such usage shall be strictly confined to representing, promoting, or facilitating the sale and deployment of the Disclosing Party’s vehicles and systems as approved by the Disclosing Party. Any proposed use of Francisco Motors IP—including social media content, visual materials, presentations, or brand elements—outside the approved scope must receive prior written approval from the Disclosing Party on a case-by-case basis. The Receiving Party shall not register, attempt to register, or claim any proprietary rights in the Francisco Motors IP, including any localized, translated, or modified branding. All goodwill derived from such use shall inure solely to the benefit of the Disclosing Party. The Disclosing Party reserves the right to revoke such rights at any time in the event of misuse, unauthorized disclosure, or breach of any provision in this Agreement.
No Reverse Engineering: The Receiving Party agrees not to replicate, disassemble, decompile, reverse-engineer, adapt, or create derivative works based on any of the Disclosing Party’s design, including but not limited to any technical documentation, vehicle schematics, platform system, software, or digital assets, whether such information is accessed directly or indirectly during their time in the Network of Associates.
IP Protections: The Receiving Party must immediately notify the Disclosing Party of any known or suspected infringement, unauthorized distribution, or misuse of Francisco Motors IP by third parties. The Disclosing Party shall have the sole right, but not the obligation, to pursue legal or enforcement action. The Receiving Party shall fully cooperate with any such enforcement efforts at the Disclosing Party’s request, and shall not take independent enforcement actions without the Disclosing Party’s prior written consent.
8.13. Non-Circumvention:
Non-Circumvention of Francisco Motors’ Relationships: The Receiving Party agrees that, during their participation in the Network of Associates and at all times thereafter, they shall not, without the prior written consent of the Disclosing Party, directly or indirectly contact, solicit, negotiate, or transact with any client, customer, Transport Service Entity (TSE), government agency, local government unit (LGU), private company, financier, distributor, or strategic partner that was introduced, referred, or connected to them by the Disclosing Party or that became engaged with the Disclosing Party through the sale, inquiry, proposal, or deployment of any Francisco-branded vehicle or platform, whether such relationships were developed by the Disclosing Party or initially brought in by the Receiving Party. This includes parties engaged through the TsuperHero system, Jeepney.io, or any official lead-generation, sales, or operational program of the Disclosing Party. Covered introductions may occur in writing, in person, online, through provided materials, internal briefings, virtual meetings, presentations, platform access, or participation in discussions, pitches, or proposals.
No Unauthorized Dealings: This restriction applies whether or not the introduced party is currently or was previously in a contractual or informal relationship with the Disclosing Party. The prohibition extends to direct dealings and indirect dealings through relatives, colleagues, partners, affiliates, intermediaries, subcontractors, networks, or any entity acting on behalf of the Receiving Party, unless prior written approval is obtained from the Disclosing Party.
Good Faith Cooperation: If the Receiving Party wishes to explore commercial engagement with any party introduced by the Disclosing Party, they shall first notify the Disclosing Party in writing and may proceed only with the Disclosing Party’s express written consent. Such consent may be granted, withheld, or made subject to conditions, including requirements for joint participation, exclusive representation, revenue sharing, or continuing confidentiality. Failure to secure written consent shall constitute a material breach of this Agreement and may result in legal action, loss of Associate Badge, and/or damages payable to the Disclosing Party.
8.14. Miscellaneous Provisions
This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements, whether written or oral. Any amendments or modifications must be in writing and signed by both Parties to be valid. A failure by the Disclosing Party to enforce any provision of this Agreement shall not be construed as a waiver of the right to enforce such provision or any other provision at a later time. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified or severed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
8.15. Notices
Any notice or communication required or permitted to be given by this Agreement or in connection with it shall be in writing and shall be delivered to the appropriate Party by personal delivery, registered mail (postage prepaid), recognized reputable private courier, or electronic mail (email). Notices shall be sent to the mailing address or email address as may be furnished by a Party in accordance with this agreement. Each Party may update its notice address or email by providing written notice to the other Party.
All such notices or communications shall be deemed to have been given and received as follows:
In the case of personal delivery or private courier: On the date of receipt by the Receiving Party.
In the case of registered mail: On the fifth (5th) business day following the date of mailing.
In the case of email: On the date the email was sent.
8.16. Venue
In case of lawsuit arising from breach of this Agreement, the complaint or petition shall be filed with the proper court of the City of Taguig only.
8.17. Governing Law
The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the Republic of the Philippines applicable to contracts made and to be wholly performed within the said jurisdiction, without giving effect to any conflict of laws provisions thereof.
9. Contact Information
For questions or concerns regarding these Terms and/or the NDA, contact:
Elmer Francisco Motor Corporation Email: info@franciscomotors.com Office: Francisco Drive, Larap Special Economic Zone, Jose Panganiban, Camarines Norte, Philippines
Effective upon receipt of the Associate Badge
Welcome to Jeepney.io, the official platform of Francisco Motors, part marketplace, part social media, part mission. This Non-Disclosure Agreement for Associates governs your use of Jeepney.io and all its features, including your legal responsibilities once you are awarded an Associate Badge.
1. Acceptance of Terms
By creating an account or accessing Jeepney.io in any manner, you agree to be legally bound by these Terms and Conditions, including future updates. If you do not agree, you may not start accessing and using the platform.
2. Definitions
User – Any person who creates an account on Jeepney.io.
Platform – Jeepney.io, its features, including but not limited to, apps, content, systems, and services.
Associate Badge – A special designation granted by the platform to users selected as part of Francisco Motors’ “Network of Associates.”
Network of Associates – A sales, outreach, and advocacy arm of Francisco Motors whose members receive privileged access to including but not limited to, tools, events, and information.
NDA – The Non-Disclosure Agreement found in Section 8 of this document, binding only upon activation as defined in Section 5.
3. User Responsibilities
Users agree to:
Use the platform lawfully and ethically;
Provide accurate and updated personal information;
Refrain from impersonating others or using Jeepney.io for illegal, harmful, or disruptive purposes;
Protect login credentials and notify Jeepney.io of any unauthorized access.
4. Badges and Platform Roles
The Jeepney.io platform may assign certain users roles or badges (e.g., “Verified Seller,” “Associate,” etc.). These may unlock features or responsibilities, including access to confidential or business-sensitive information.
5. Associate Badge and Activation of NDA
Upon being granted the Associate Badge, the User automatically becomes a Receiving Party under the Non-Disclosure Agreement (Section 8) of these Terms and Conditions. By accepting these Terms, the User consents in advance to be legally bound by the NDA from the moment the badge is issued.
Important: The obligations of confidentiality under the NDA remain in full force and effect even after the badge is removed or the user leaves the Network of Associates. Any information received or accessed while holding the Associate Badge shall continue to be protected under the NDA in perpetuity.
If you do not wish to be legally bound by the NDA, you must decline the Associate Badge before it is activated. Once granted, the NDA becomes binding and irrevocable in perpetuity, regardless of later role changes or account status.
6. Account Termination and Badge Removal
We reserve the right to suspend or terminate user accounts and/or remove badges at our sole discretion, with or without prior notice, for reasons including but not limited to:
Violation of these Terms and Conditions
Breach of the Non-Disclosure Agreement (NDA)
Misrepresentation, fraud, or unethical conduct
Abuse or misuse of platform features
Harassment of other users or Jeepney.io personnel
Inactivity or disengagement as an Associate, including but not limited to:
Failure to participate in platform communications or updates
Failure to respond to official messages or instructions
No attempts to promote, share, or represent the platform publicly or privately
Lack of performance, including but not limited to:
No referrals or recruits over an extended period
No sales or conversions of Francisco Motors products, such as but not limited to:
PINOY Transporters
H-trikes
Francisco Passenger Jeepneys
TsuperHeroes (closed-loop digital utility tokens)
No attendance or participation in official training, events, or meetings
Any behavior deemed harmful to the mission, brand, or operations of Jeepney.io or Francisco Motors
Important: Removal of the Associate Badge or termination of a user account does not release the user from the NDA. All confidentiality obligations remain binding and enforceable in perpetuity for any information received or accessed while the badge was held.
7. Governing Law and Venue
These Terms are governed by the laws of the Republic of the Philippines. All legal disputes shall be filed exclusively in the proper courts of Taguig City, Philippines.
8. Non-Disclosure Agreement (NDA)
This Non-Disclosure Agreement (the “Agreement”) is deemed entered into on the date the Jeepney.io user clicks “I agree” during registration and is subsequently granted the Associate Badge. By receiving the Associate Badge, the user acknowledges and agrees to be legally bound by this Agreement, as incorporated in Section 8 of the Terms and Conditions, effective from the date the badge is activated.
WHEREAS, any Jeepney.io user who receives an Associate Badge (the “Receiving Party”) may gain access to confidential information during the course of their engagement, interaction, or association with Elmer Francisco Motor Corporation (the “Disclosing Party”), including but not limited to information relating to the Company’s business operations, proprietary systems, strategic plans, and personal or internal matters concerning the Company and its representatives;
NOW, THEREFORE, in view of the responsibilities and privileges granted by the Associate Badge and the user’s acceptance of the Terms and Conditions of Jeepney.io, the following terms shall govern the handling and protection of all Confidential Information disclosed or accessed by the Receiving Party.
8.1. Definition of Confidential Information
For purposes of this Agreement, “Confidential Information” means any data or information so defined under the Data Privacy Act of 2012 and its IRR that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible and intangible form, whenever and however disclosed, including, but not limited to:
8.1.1 Business-related information, such as:
any strategies, business plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such Party, its affiliates, subsidiaries and affiliated and/or contracting agencies/ organizations/ LGUs/ companies;
Information regarding the operations, partnerships, and future plans of the Company and its affiliated entities, and any future ventures.
plans for products or services, and membership/healthcare provider/supplier/contractor/accredited agents lists;
any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and
any other information that should reasonably be recognized as proprietary or confidential information of the Disclosing Party and/or of its affiliated/accredited/contracting entities. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party, has been developed and obtained through great efforts by the Disclosing Party and that Disclosing Party regards all of its Confidential Information as trade secrets.
8.1.2 Personal-related information, such as:
Schedules, personal communications, travel plans, and other matters pertaining to the private affairs of the Company’s executives and employees.
8.1.3 Information disclosed orally, in writing, electronically, or through observation, whether marked as “confidential” or understood by a reasonable person to be confidential.
8.1.4 Any derivatives, evaluations, analyses, or summaries based on the Confidential Information.
Notwithstanding anything in the foregoing to the contrary, Confidential Information shall not include information which:
the Receiving Party can demonstrate through written or other tangible evidence that it was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party;
becomes rightfully known to the Receiving Party from a third-party source, provided such source is not known by the Receiving Party to be under an obligation to the Disclosing Party to maintain confidentiality, and the Receiving Party can provide documentary evidence of such rightful knowledge;
is or becomes publicly available through no fault, failure to act, or breach of this Agreement by the Receiving Party, provided that such information is widely accessible and not disclosed inadvertently or through wrongful acts of the Receiving Party;
is required to be disclosed in a judicial, administrative, or regulatory proceeding, or otherwise requested or required by law or regulation, provided the Receiving Party (a) promptly notifies the Disclosing Party in writing of such requirement, (b) cooperates with the Disclosing Party in seeking a protective order or other appropriate remedies, and (c) discloses only that portion of the Confidential Information which is legally required to be disclosed;
8.2. Obligations of Confidentiality
From time to time, the Disclosing Party had disclosed Confidential Information to the Receiving Party. The Receiving Party shall:
not disclose of any Confidential Information in connection with the Agreement or contemplated transaction/relationship between the Parties to which this Agreement relates;
shall keep all Confidential Information strictly confidential by using a reasonable degree of care;
not disclose any Confidential Information received by it to any third parties without the Disclosing Party’s consent or as otherwise provided for herein.
The Receiving Party shall be responsible for any breach of this Agreement.
8.3. Use of Confidential Information
The Receiving Party agrees to use the Confidential Information solely for purposes directly connected to the Agreement or the specific transaction or relationship between the Parties, and not for any purpose other than as expressly authorized by this Agreement. No other right or license, whether expressed or implied, is granted to the Receiving Party with respect to the Confidential Information, including any rights for derivative use, commercialization, or independent development.
Title to the Confidential Information, including all copies, modifications, enhancements, and derivative works, will remain solely with the Disclosing Party. Any modifications, enhancements, or derivative works created by the Receiving Party based on or utilizing the Confidential Information shall automatically become the sole property of the Disclosing Party. The Receiving Party agrees to document and provide, upon request, a detailed record of any such modifications or improvements made during the term of the Agreement.
8.4. Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing to the contrary, the Receiving Party may disclose Confidential Information pursuant to any judicial or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent practicable, the Disclosing Party in writing of such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information.
The Receiving Party agrees that it shall not oppose and shall cooperate with efforts, to the extent practicable, by the Disclosing Party with respect to any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a protective order and the Receiving Party is legally requested or required to disclose such Confidential Information, such disclosure may be made without liability.
8.5. Effectivity
This Agreement shall take effect on the date the Jeepney.io user is granted the Associate Badge, and shall remain in perpetuity. Notwithstanding the termination of this Agreement, provisions that by their nature are intended to survive termination (including, but not limited to, obligations relating to confidentiality, intellectual property rights, and dispute resolution) shall continue to remain in full force and effect.
8.6. Remedies for Breach
The Receiving Party acknowledges that the Confidential Information to be disclosed hereunder is of a unique and valuable nature. The Receiving Party agrees that any unauthorized dissemination of Confidential Information would result in irreparable harm to the Disclosing Party, for which monetary damages may be inadequate.
Therefore, the Receiving Party hereby agrees that the Disclosing Party shall be entitled to injunctive relief preventing the unauthorized dissemination of any Confidential Information in violation of this Agreement. Such injunctive relief shall be in addition to any other remedies available hereunder whether at law or in equity including damages. Disclosing Party shall be entitled to recover its costs and fees, including reasonable attorneys’ fees incurred in obtaining any such relief.
In the event of litigation or arbitration arising out of or relating to this Agreement, the Disclosing Party shall be entitled to recover its reasonable attorneys’ fees and costs as expressly provided for under Article 2208 of the Civil Code of the Philippines, as well as other applicable laws.
8.7. Return of Confidential information
The Receiving Party shall, within fifteen (15) business days of termination of this Agreement or upon written request by the Disclosing Party, return to the Disclosing Party all tangible materials embodying the Confidential Information provided hereunder, including all notes, summaries, memoranda, drawings, manuals, records, excerpts, or derivative information deriving therefrom, as well as all other documents or materials (“Notes”) based on or including any Confidential Information, regardless of the form of storage or retrieval.
This obligation extends to all copies of such materials, including those converted to computerized media in the form of images, data, or word processing files, whether created manually or by image capture.
The Receiving Party shall, within fifteen (15) days after its receipt of request from the Disclosing Party, return to the Disclosing Party all materials constituting or incorporating any Confidential Information, subject to the remaining provisions of this Section 7.
(i) If any such materials are partially or fully destroyed, disassembled or damaged, or (ii) both Parties agree that the costs and expenses to return any such materials are excessively high and burdensome, the Receiving Party may destroy the relevant materials after receiving the prior written consent of the Disclosing Party; provided, however, that the Receiving Party shall immediately provide to the Disclosing Party a destruction report, photos, and/or certification duly signed by the Receiving Party or such other evidence of such destruction having been carried out in accordance with the relevant laws and regulations, in any case to the reasonable satisfaction of the Disclosing Party.
Without limiting the generality of the immediately preceding sentence but subject thereto, the Parties shall discuss in good faith and reasonably agree on the methods, procedure, costs, and schedule of destroying or returning of materials constituting or incorporating any Confidential Information. If the Receiving Party fails to destroy any such materials in accordance with this Section 7 and an unauthorized distribution or violation of the relevant laws and regulations results from such failure, the Receiving Party shall (a) immediately take all actions and proceedings as requested by the Disclosing Party to remedy such failure and/or to mitigate any adverse consequences arising from such failure; and (b) shall indemnify and hold harmless the Disclosing Party, and its affiliated companies' officers, directors, employees, agents and representatives from and against all damages, liabilities, losses, claims (including, without limitation, legal and administrative proceedings, audits and investigations) and costs and expenses (including attorney's fees and court costs) incurred by any of them.
8.8. Safekeeping of Confidential Information
The Receiving Party acknowledges the sensitive and confidential nature of the information they may access or receive for any authorized purpose directly related with the Disclosing Party. To ensure the proper safekeeping and protection of such Confidential Information, the Receiving Party agrees to the following obligations:
Access Limitation:
Confidential Information shall only be accessed, used, or disclosed as necessary to fulfill the Receiving Party's professional responsibilities under the terms of their engagement with the Disclosing Party.
The Receiving Party shall not disclose or allow access to Confidential Information to any third party without the prior written consent of the Disclosing Party.
Secure Handling and Storage:
Physical Documents: All physical documents containing Confidential Information must be stored in a secure location, such as a locked drawer or cabinet, when not in use. Physical copies should not be left unattended in public or unsecured spaces.
Digital Information: Digital files containing Confidential Information shall be stored on password-protected or encrypted devices, and all reasonable cybersecurity measures shall be employed to prevent unauthorized access (e.g., two-factor authentication).
Prohibition on Personal Use:
The Receiving Party agrees not to use any Confidential Information for personal benefit, gain, or purposes unrelated to their professional duties.
No Reproduction or Retention:
The Receiving Party shall not reproduce, copy, or retain any Confidential Information in any form unless expressly authorized by the Disclosing Party. Any unauthorized copies made must be immediately destroyed upon discovery.
Notification of Breach or Risk:
In the event of unauthorized access, suspected data breach, or loss of Confidential Information, the Receiving Party shall immediately notify the Disclosing Party and take all reasonable measures to mitigate potential harm.
Return and Destruction:
Upon the termination of the Receiving Party’s engagement or at the request of the Disclosing Party, the Receiving Party shall promptly return or permanently delete/destroy all copies of Confidential Information in their possession or control, including from personal devices, if applicable. Written confirmation of compliance with this requirement shall be provided upon request.
Special Duties Related to Personal Matters:
In cases where Confidential Information relates to the personal affairs of the Disclosing Party (e.g., financial records, health matters, or family-related issues), the Receiving Party agrees to exercise the highest degree of care in handling such information, recognizing its uniquely sensitive nature.
The Receiving Party acknowledges that failure to comply with these obligations may result in irreparable harm to the Disclosing Party. Accordingly, the Receiving Party agrees that the Disclosing Party shall be entitled to injunctive relief and other remedies provided by law or equity in the event of any breach of this provision.
8.9. Notice of Breach
Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information by the Receiving Party, or any other breach of this Agreement by the Receiving Party, and will cooperate with efforts by the Disclosing Party to help the Disclosing Party regain possession of Confidential Information and prevent its further unauthorized use.
8.10. No Publicity
The Receiving Party agrees not to disclose, publicize, or advertise in any form or manner the existence of this Agreement, the discussions or negotiations that gave rise to it, or any matters covered by this Agreement, without the prior written consent of the Disclosing Party. This includes, but is not limited to, making statements to the media, issuing press releases, or posting on social media platforms.
8.11. Scope of Agreement
This Agreement is intended solely to govern the exchange, handling, and protection of Confidential Information between the Parties in connection with the Receiving Party’s interaction, association, or dealings with the Disclosing Party. This Agreement does not create or imply any obligation for either Party to enter into any additional business relationship, partnership, or agreement beyond the Receiving Party’s professional responsibilities.
Except as expressly provided herein, this Agreement does not impose any legal or financial obligations on the Parties beyond the safeguarding and proper use of Confidential Information. The Disclosing Party retains the right to enforce all remedies provided herein or under applicable law in the event of any unauthorized disclosure, misuse, or breach of this Agreement by the Receiving Party.
8.12. Intellectual Property Rights
The role of the Receiving Party and participation in the Network of Associates does not imply ownership or transfer of any intellectual property rights related to the vehicles, the TsuperHero Token system, Jeepney.io, or any other present and future products, systems, or brand elements of the Disclosing Party, which remain its exclusive property.
Ownership: All rights, title, and interest in and to any intellectual property (IP) related to the Disclosing Party’s branded vehicle platforms, chassis, body designs, digital tools, presentation materials, online content, platform systems, and all associated trademarks, trade dress, slogans, or service marks (collectively, the “Francisco Motors IP”) shall remain solely and exclusively the property of the Disclosing Party. Nothing in this Agreement shall be construed as a transfer or assignment of such rights to the Receiving Party, either in whole or in part.
Usage Rights: The Receiving Party may be granted a limited, non-exclusive, non-transferable, and revocable right to use the Francisco Motors IP, including but not limited to names, logos, vehicle specifications, presentation materials, brochures, and the TsuperHero Token system, solely for the purpose of performing their duties within the Network of Associates. Such usage shall be strictly confined to representing, promoting, or facilitating the sale and deployment of the Disclosing Party’s vehicles and systems as approved by the Disclosing Party. Any proposed use of Francisco Motors IP—including social media content, visual materials, presentations, or brand elements—outside the approved scope must receive prior written approval from the Disclosing Party on a case-by-case basis. The Receiving Party shall not register, attempt to register, or claim any proprietary rights in the Francisco Motors IP, including any localized, translated, or modified branding. All goodwill derived from such use shall inure solely to the benefit of the Disclosing Party. The Disclosing Party reserves the right to revoke such rights at any time in the event of misuse, unauthorized disclosure, or breach of any provision in this Agreement.
No Reverse Engineering: The Receiving Party agrees not to replicate, disassemble, decompile, reverse-engineer, adapt, or create derivative works based on any of the Disclosing Party’s design, including but not limited to any technical documentation, vehicle schematics, platform system, software, or digital assets, whether such information is accessed directly or indirectly during their time in the Network of Associates.
IP Protections: The Receiving Party must immediately notify the Disclosing Party of any known or suspected infringement, unauthorized distribution, or misuse of Francisco Motors IP by third parties. The Disclosing Party shall have the sole right, but not the obligation, to pursue legal or enforcement action. The Receiving Party shall fully cooperate with any such enforcement efforts at the Disclosing Party’s request, and shall not take independent enforcement actions without the Disclosing Party’s prior written consent.
8.13. Non-Circumvention:
Non-Circumvention of Francisco Motors’ Relationships: The Receiving Party agrees that, during their participation in the Network of Associates and at all times thereafter, they shall not, without the prior written consent of the Disclosing Party, directly or indirectly contact, solicit, negotiate, or transact with any client, customer, Transport Service Entity (TSE), government agency, local government unit (LGU), private company, financier, distributor, or strategic partner that was introduced, referred, or connected to them by the Disclosing Party or that became engaged with the Disclosing Party through the sale, inquiry, proposal, or deployment of any Francisco-branded vehicle or platform, whether such relationships were developed by the Disclosing Party or initially brought in by the Receiving Party. This includes parties engaged through the TsuperHero system, Jeepney.io, or any official lead-generation, sales, or operational program of the Disclosing Party. Covered introductions may occur in writing, in person, online, through provided materials, internal briefings, virtual meetings, presentations, platform access, or participation in discussions, pitches, or proposals.
No Unauthorized Dealings: This restriction applies whether or not the introduced party is currently or was previously in a contractual or informal relationship with the Disclosing Party. The prohibition extends to direct dealings and indirect dealings through relatives, colleagues, partners, affiliates, intermediaries, subcontractors, networks, or any entity acting on behalf of the Receiving Party, unless prior written approval is obtained from the Disclosing Party.
Good Faith Cooperation: If the Receiving Party wishes to explore commercial engagement with any party introduced by the Disclosing Party, they shall first notify the Disclosing Party in writing and may proceed only with the Disclosing Party’s express written consent. Such consent may be granted, withheld, or made subject to conditions, including requirements for joint participation, exclusive representation, revenue sharing, or continuing confidentiality. Failure to secure written consent shall constitute a material breach of this Agreement and may result in legal action, loss of Associate Badge, and/or damages payable to the Disclosing Party.
8.14. Miscellaneous Provisions
This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior agreements, whether written or oral. Any amendments or modifications must be in writing and signed by both Parties to be valid. A failure by the Disclosing Party to enforce any provision of this Agreement shall not be construed as a waiver of the right to enforce such provision or any other provision at a later time. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be modified or severed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
8.15. Notices
Any notice or communication required or permitted to be given by this Agreement or in connection with it shall be in writing and shall be delivered to the appropriate Party by personal delivery, registered mail (postage prepaid), recognized reputable private courier, or electronic mail (email). Notices shall be sent to the mailing address or email address as may be furnished by a Party in accordance with this agreement. Each Party may update its notice address or email by providing written notice to the other Party.
All such notices or communications shall be deemed to have been given and received as follows:
In the case of personal delivery or private courier: On the date of receipt by the Receiving Party.
In the case of registered mail: On the fifth (5th) business day following the date of mailing.
In the case of email: On the date the email was sent.
8.16. Venue
In case of lawsuit arising from breach of this Agreement, the complaint or petition shall be filed with the proper court of the City of Taguig only.
8.17. Governing Law
The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the Republic of the Philippines applicable to contracts made and to be wholly performed within the said jurisdiction, without giving effect to any conflict of laws provisions thereof.
9. Contact Information
For questions or concerns regarding these Terms and/or the NDA, contact:
Elmer Francisco Motor Corporation Email: info@franciscomotors.com Office: Francisco Drive, Larap Special Economic Zone, Jose Panganiban, Camarines Norte, Philippines
