NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Contract, executed and entered into this

_________________ at _____________________________,
Philippines, by and between:

JUAN DELA CRUZ, of legal age,

Filipino, doing business under the
tradename of ANG PANDAY with office
address at #1234 ABC bldg., George West
Sitio, Bantay City, hereinafter referred to as
the EMPLOYER,

- and -

MARIA CLARA, of legal age, Filipino,

with resident address at #3B 18 TH St., East
West, Bantay City, hereinafter referred to as
the EMPLOYEE.

WITNESSETH:

WHEREAS, the EMPLOYER had appointed and engaged the

services of the EMPLOYEE as its Consultant.

WHEREAS, the EMPLOYEE had agreed to render his/her

services to meet the requirements and standard set forth by the
EMPLOYER;

NOW, THEREFORE, for and in consideration of the foregoing

premises and of the covenants hereinafter agreed upon, the parties
hereby agree as follows:

1. Definitions

In this Agreement:

“Agreement” means this non disclosure agreement and any

amendments to it from time to time;
 -2-

“Confidential Information” means:

(a) any information disclosed by the EMPLOYER to the

EMPLOYEE before the end of the Term (whether
disclosed in writing, orally or otherwise) that at the time
of disclosure: (i) was marked as “confidential”; or (ii)
should have been reasonably or logically understood by
the EMPLOYEE to be confidential; and

(b) any data or information that is proprietary to the

Disclosing Party and not generally known to the public,
whether in tangible or intangible form, whenever and
however disclosed, including, but not limited to: (i) any
marketing strategies, 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 companies; (ii) plans for
products or services, and customer or supplier lists; (iii)
any scientific or technical information, invention, design,
process, procedure, formula, improvement, technology
or method; (iv) 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 (v) any other information that
should reasonably be recognized as confidential
information of the EMPLOYER. Confidential Information
need not be novel, unique, patentable, copyrightable or
constitute a trade secret in order to be designated
Confidential Information. The EMPLOYEE
acknowledges that the Confidential Information is
proprietary to the EMPLOYER, has been developed
and obtained through great efforts by the EMPLOYER
and that EMPLOYER regards all of its Confidential
Information as trade secrets

“Term” means the term of this Agreement.

2. Confidentiality obligations

2.1. The EMPLOYEE agrees and undertakes:

(a) that it will keep all Confidential data, Information

transactions, trade secret, and business practice and
operation strictly confidential and will not disclose any
 -3-

part of it to any other person without the EMPLOYER’s

prior written consent;

(b) that it will use the same degree of care to protect the
Confidential Information as it uses to protect its own
confidential information of a similar nature, being at
least a reasonable degree of care; and

(c) that it will act in good faith and without malice at all
times in relation to the Confidential Information.

2.2. Notwithstanding Clause [2.1(a)], the EMPLOYEE may

disclose the Confidential Information to its officers and
employees who ought to know and are bound by a written
agreement to protect the confidentiality of the Confidential
Information.

2.3 This Clause [2] imposes no obligations upon the EMPLOYEE

with respect to Confidential Information which:

(a) is known to the EMPLOYEE prior to employment, or

before disclosure by the EMPLOYER, and is not
subject to any obligation of confidentiality; or

(b) is or becomes publicly known through no act or default

on the part of the EMPLOYEE.

2.4 The restrictions in this Clause [2] shall be valid and binding
during the period of employment and anytime thereafter, but
shall not apply to the extent that any Confidential Information
is required to be disclosed by any law or regulation, or judicial
or governmental request or order.

3. Prohibitions

3.1. That this Non-Disclosure Agreement is binding within a

period of two (2) years upon termination of his contract.

3.2. That the employee agrees that he will not seek any
employment or engage in any business similar in nature of
the business of the employer within a period of two (2) years
from termination of his contract.
 -4-

4. General

4.1 If a Clause of this Agreement is determined by any court or

other competent authority to be unlawful and/or
unenforceable, the other Clauses of this Agreement will
continue in effect.

4.2 This Agreement may not be varied except by a written

document signed by or on behalf of each of the parties.

4.3 Neither party may without the prior written consent of the
other party assign, transfer, charge, license or otherwise
dispose of or deal in this Agreement or any rights or
obligations under this Agreement.

4.4 This Agreement is made for the benefit of the parties, and is
not intended to benefit any third party or be enforceable by
any third party. The rights of the parties to terminate, rescind,
or agree any amendment, waiver, variation or settlement
under or relating to this Agreement are not subject to the
consent of any third party.

4.5 Nothing in this Agreement shall exclude or limit any liability of

a party for fraud or fraudulent misrepresentation, or any other
liability which may not be excluded or limited under
applicable law. Subject to this, this Agreement constitutes the
entire agreement between the parties in relation to the
subject matter of this Agreement, and supersedes all
previous agreements, arrangements and understandings
between the parties in respect of that subject matter.

IN WITNESS WHEREOF, the parties hereto have hereunto

set their hands this ________________ at _____________,
Philippines.

ANG PANDAY MARIA CLARA

Employer Employee

By:

_____________________________
JUAN DELA CRUZ
Owner
 -5-

SIGNED IN THE PRESENCE OF:

______________________ ________________________

REPUBLIC OF THE PHILIPPINES )

) S.S.

BEFORE ME, a Notary Public for and in

____________________, personally came and appeared:

Name (Any Government valid IDs)

1. Ang Bantay
2.
3.

known to me and to me known to be the same persons who

executed the foregoing instrument of their own free voluntary act
and deed.

This instrument consisting of five (5) useful pages refers to a

Non-Disclosure Agreement.

WITNESS MY HAND AND SEAL on the date and place first

above written.

Doc. No. ______

Page No. ______
Book No.______
Series of ______.