NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This NON-DISCLOSURE AGREEMENT (the “Agreement”) is made and entered into this __ day of
_________________, by and between:

_____________________________, (hereinafter “Disclosing Party”), an entity to be

organized and incorporated under the laws of the Republic of the Philippines, with
business address at __________________________________________, and
represented herein by its _________________, _________________________;

and

__________________________ (hereinafter “Receiving Party”), a corporation organized

under the laws of the Republic of the Philippines, with business address at
_______________________________, and represented herein by its
__________________, __________________________________.

(Each party to this Contract shall be referred to as “Party”, and collectively as “Parties”.)

WITNESSETH:

WHEREAS, this Agreement is created for the purpose of preventing the unauthorized disclosure of the
confidential and proprietary information in relation to ___________________________________ (the
“Project”) for the purpose of ______________________________;

WHEREAS, the Disclosing Party shall have sole ownership of the Project with the Receiving Party being
prohibited from disclosing confidential and proprietary information that is to be released by the
Disclosing Party in the course of developing and implementing the Project;

WHEREAS, the Receiving Party understands that the Disclosing Party has disclosed or may disclose
information relative to the above which to the extent previously, presently, or subsequently disclosed to
the Receiving Party is hereinafter referred to as "Confidential Information" of the Disclosing Party;

NOW THEREFORE, for and in consideration of the foregoing and upon terms and conditions agreed
upon, the Parties hereby agree as follows:

A. DEFINITION

1. For the purposes of this Agreement, the term “Confidential Information” shall include, but not be
limited to, software products, source codes or any related codes in all formats, business plans,
financial statements, customers or users, analytical data, documentation, and correspondences
that have not otherwise been made publicly available which are related to the development of the
Project and the business operations and management of the Disclosing Party.

2. However, Confidential Information for purposes of this Agreement shall not include:
 (a) information generally available to the public;
(b) widely used programming practices or algorithms;
(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.

B. OPERATIVE PROVISIONS

1. In consideration for the disclosure of Confidential Information by the Disclosing Party, the Receiving
Party hereby agrees:

(i) to hold the Confidential Information in strict confidence and to take all reasonable precautions
to protect such Confidential Information (including, without limitation, all precautions the Receiving
Party employs with respect to its own confidential materials);

(ii) not to disclose any such Confidential Information or any information derived therefrom to any
third person;

(iii) not to make use whatsoever at any time of such Confidential Information except to evaluate
internally its relationship with the Disclosing Party; and

(iv) not to copy or reverse engineer any such Confidential Information.

The Receiving Party shall procure that its employees, agents and sub-contractors to whom
Confidential Information is disclosed or who have access to Confidential Information sign a
nondisclosure or similar agreement in content substantially similar to this Agreement.

2. Without granting any right or license, the Disclosing Party agrees that the foregoing shall not apply
with respect to any information after five years following the disclosure thereof or any information
that the Receiving Party can document (i) is or becomes (through no improper action or inaction by
the Receiving Party or any affiliate, agent, consultant or employee) generally available to the public,
or (ii) was in its possession or known by it prior to receipt from the Disclosing Party as evidenced in
writing, except to the extent that such information was unlawfully appropriated, or (iii) was
rightfully disclosed to it by a third party, or (iv) was independently developed without use of any
Confidential Information of the Disclosing Party. The Receiving Party may make disclosures required
by law or court order provided the Receiving Party uses diligent reasonable efforts to limit
disclosure and has allowed the Disclosing Party to seek a protective order.

3. Immediately upon the written request by the Disclosing Party at any time, the Receiving Party will
return to the Disclosing Party within five (5) days from time of request all Confidential Information
and all documents or media containing any such Confidential Information and any and all copies or
extracts thereof, save that where such Confidential Information is a form incapable of return or has
been copied or transcribed into another document, it shall be destroyed or erased, as appropriate.

4. The Receiving Party understands that nothing herein (i) requires the disclosure of any Confidential
Information or (ii) requires the Disclosing Party to proceed with any transaction or relationship.
5. The Receiving Party further acknowledges and agrees that no representation or warranty, express
or implied, is or will be made, and no responsibility or liability is or will be accepted by the
Disclosing Party, or by any of its respective directors, officers, employees, agents or advisers, as to,
or in relation to, the accuracy of completeness of any Confidential Information made available to
the Receiving Party or its advisers; it is responsible for making its own evaluation of such
Confidential Information.

C. TIME PERIOD

The Receiving Party’s 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.

D. RELATIONSHIP

The Parties agree that there is no such statement in this Agreement that suggests any Party is a partner,
or that the Project is a joint venture. Hence, neither Party shall be considered an agent or representative
of the other in any respect.

E. SEVERABILITY

If a court of competent jurisdiction 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.

F. 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.

G. 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 Disclosing Party shall be entitled to all remedies available at law.

The failure of either party to enforce its rights under this Agreement at any time for any period shall not
be construed as a waiver of such rights.

H. DISPUTE RESOLUTION

All disputes, controversies or claims arising out of relating to this Agreement, or about breach,
termination or invalidity shall be settled through negotiation or mediation within sixty (60) calendar
days from the receipt of a notice by the other Party from the injured Party before resorting to any legal
remedies.
The laws of the Republic of the Philippines shall govern this Agreement and any disputes unsettled
through negotiations will be dealt with in the proper courts in Manila.

IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date and place first above
written.

__________________________ ____________________
For: _________________ For: ______________
Disclosing Party Receiving Party

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_________________________) S.S.

BEFORE ME, this ____ day of ___________ 2018 at _____________ personally appeared the following:

Name Government I.D. No. Date/Place Issued

__________________ ___________________ _________________

__________________ ___________________ _________________

known to me to be the same persons who executed the foregoing Agreement, consisting of five (5)
pages including this page wherein the acknowledgment is written, and they acknowledged to me that
the same is their free and voluntary act and deed as well as the free act and voluntary deed of the
corporations which they represent.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date and place first above written.

Doc. No.___
Page No.___
Book No.___
Series of 2018.