NON-DISCLOSURE AND CONFIDENTIALLITY AGREEMENT

This Agreement, entered into this ____day of ___________ in ____________, by and between:

_____________________, a corporation duly organized and existing under

the laws of the Republic of the Philippines with principal office address at
________________________, duly represented in this act by its
_____________, _____________, hereinafter the “Discloser”.

- and -

____________________, a corporation duly organized and existing under the

laws of the Republic of the Philippines with principal office address at
________________________, duly represented in this act by its
_____________, _____________, hereinafter the “Recipient”;

W I T N E S E T H: That ---

WHEREAS, the Discloser possesses certain valuable confidential and/or proprietary

information as hereinafter defined, including business plans, software, financial and customer
data, processes, ideas, strategies, pictures, equipment, parts, products and service information as
may be appropriate; in relation to the said business;

WHEREAS, in connection with the potential engagement by the Discloser with the
Recipient, confidential and/or proprietary information of the Discloser may become available to
the Recipient;

WHEREAS, the Discloser desires to prevent the unauthorized use and disclosure of its
confidential and/or proprietary information.

NOW THEREFORE, for and in consideration of the foregoing premises, mutual

covenants, and recitals herein contained, the Parties agree as follows:

1. Disclosing Party has disclosed, and intends to further disclose, to Recipient certain of its
confidential and proprietary information for the sole purpose of permitting Recipient to evaluate
Disclosing Party, legally, financially and otherwise, with respect to the purchase the shares in the
Disclosing Party. This Agreement shall apply when the Disclosing Party discloses Confidential
and Proprietary information, orally, in writing, by way of electronic communications such as e-
mail, or by any other means of communication.

2. For the purposes of this Agreement, “Confidential and Proprietary Information” means any
information or data disclosed by Disclosing Party to the Recipient under or in contemplation of
this Agreement, whether written or other tangible form, or orally or visually furnished, which
ought reasonably and mutually understood by the Parties to be confidential or which is mutually
identified by them as being confidential including but not limited to the following:

i. Information relating to commercial, financial, marketing, technical, planning or

other business affairs and internal records of the Disclosing Party;
ii. Trade secrets, know-how, methods, techniques, processes, programs, inventions
and other information relating to products, services or processes marketed or
used in the course business of the Disclosing Party;
iii. Customer lists and other information relating to other persons, including
customers, subcontractors, and employees.

(b) Recipient and Disclosing Party hereby agree that any and all information previously
provided by Disclosing Party to Recipient in contemplation of this Agreement and for the sole
purpose of permitting Recipient to evaluate Disclosing Party, legally, financially, and shall be
deemed “Confidential Information” for purposes of this Agreement.

3. When informed of the proprietary and confidential nature of Confidential Information that
has been disclosed by the other Party, the Recipient shall, for a period of three (3) years from the

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date of disclosure, refrain from disclosing such Confidential Information to any contractor or
other third party without prior, written approval from the disclosing Party and shall protect such
Confidential Information from inadvertent disclosure to a third party using the same care and
diligence that the Recipient uses to protect its own proprietary and confidential information, but
in no case less than reasonable care. The Recipient shall ensure that each of its employees,
officers, directors, or agents who has access to Confidential Information disclosed under this
Agreement is informed of its proprietary and confidential nature and is required to abide by the
terms of this Agreement. The Recipient of Confidential Information disclosed under this
Agreement shall promptly notify the disclosing Party of any disclosure of such Confidential
Information in violation of this Agreement or of any subpoena or other legal process requiring
production or disclosure of said Confidential Information.

4. All Confidential Information disclosed under this Agreement shall be and remain the
property of the disclosing Party and nothing contained in this Agreement shall be construed as
granting or conferring any rights to such Confidential Information on the other Party. The
Recipient shall honor any request from the disclosing Party to promptly return or destroy all
copies of Confidential Information disclosed under this Agreement and all notes related to such
Confidential Information. The Parties agree that the disclosing Party will suffer irreparable injury
if its Confidential Information is made public, released to a third party, or otherwise disclosed in
breach of this Agreement and that the disclosing Party shall be entitled to obtain injunctive relief
against a threatened breach or continuation of any such breach and, in the event of such breach,
an award of actual and exemplary damages from any court of competent jurisdiction.

5. The terms of this Agreement shall not be construed to limit either Party’s right to develop
independently or acquire products without use of the other Party’s Confidential Information. The
disclosing party acknowledges that the Recipient may currently or in the future be developing
information internally, or receiving information from other parties, that is similar to the
Confidential Information. Nothing in this Agreement will prohibit the Recipient from developing
or having developed for it products, concepts, systems or techniques that are similar to or
compete with the products, concepts, systems or techniques contemplated by or embodied in the
Confidential Information provided that the Recipient does not violate any of its obligations under
this Agreement in connection with such development.

6. Notwithstanding the above, the Parties agree that information shall not be deemed
Confidential Information and the Recipient shall have no obligation to hold in confidence such
information, where such information:

(a)Is already known to the Recipient, having been disclosed to the Recipient by a third
party without such third party having an obligation of confidentiality to the
disclosing Party; or
(b)Is or becomes publicly known through no wrongful act of the Recipient, its
employees, officers, directors, or agents; or
(c)Is independently developed by the Recipient without reference to any Confidential
Information disclosed hereunder; or
(d)Is approved for release (and only to the extent so approved) by the disclosing Party; or
(e)Is disclosed pursuant to the lawful requirement of a court or governmental agency or
where required by operation of law.

7. Obligations of Confidentiality – (a) The Recipient shall (i) hold and maintain the
Confidential and Proprietary Information in the strictest of confidence at all times; (ii) not
disclose the Confidential and Proprietary Information to third parties; and (iii) not use any
Confidential and Proprietary Information for any purpose. The Recipient will treat all of the
Disclosing Party’s Confidential and Proprietary Information with at least the same degree of care
that it uses to protect its own confidential and proprietary information, but no less than a
reasonable degree of care and diligence under the circumstances. The Recipient may disclose the
Confidential and Proprietary Information to its affiliates and employees with a bona fide need to
know in order to fulfill the purpose of this Agreement, and who have signed a nondisclosure
agreement at least as protective of the Disclosing Party’s rights as those terms and conditions
applicable to Recipient under this Agreement; provided that it is understood that having a
separate written agreement, access to the Disclosing Party’s Confidential and Proprietary
Information will not restrict Recipient’s assignment of any employees or contractors. The
Recipient will not make any copies of the Confidential Information received from the Disclosing

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Party except as necessary for its employees and contractors with a bona fide need to know to
carry out the purpose of this Agreement. Any copies which are made will be identified as
belonging to the Disclosing Party and marked “confidential” or with a similar legend; (b)
Recipient acknowledges the economic value of the Confidential Information. Recipient shall: (i)
use the Confidential Information only for the purpose of evaluating Disclosing Party with respect
to the purchase of the shares, and not otherwise disclose the Confidential Information except in
accordance with this Agreement; (ii) restrict disclosure of the Confidential Information to
employees, officers, and directors of Recipient and its affiliates, subsidiaries, parent
corporations, consult-ants, accountants and attorneys with a “need-to-know” and not disclose it
to any other person or entity without the prior written consent of Disclosing Party; (iii) advise
those employees, consultants, officers, directors, affiliates, subsidiaries, parent corporations,
attorneys and accountants who are provided Confidential Information of their respective
obligations with respect thereto; (iv) cause each employee, consultant, officer, director, affiliate,
subsidiary, parent corporation, attorney and accountant with whom it desires to disclose the
Confidential Information to execute a non-disclosure agreement in substantially the same form as
this Agreement prior to such disclosure and to provide Disclosing Party with a copy of each such
executed non-disclosure agreement prior to the actual disclosure of Confidential Information to
any such third party; and (v) copy the Confidential Information only as necessary for those
employees, officers, directors, affiliates, subsidiaries, parent corporations, consultants, attorneys
and accountants who are entitled to receive it, ensure that all confidentiality notices are
reproduced in full on such copies, and account for the return or destruction of all copies or
reproductions of the Confidential Information. A “need to know” means that the affiliate,
subsidiary, parent, officer, director, consultant, employee, accountant or attorney requires the
Confidential Information to perform his, her or its responsibilities in connection with the
evaluation of Disclosing Party.

8. The Recipient shall, upon request by the Disclosing Party, return all or part of the
Confidential and Proprietary Information previously disclosed and all copies thereof, and
Recipient shall promptly comply with within thirty (30) days from such request.

9. A breach by Recipient of any of the promises or agreements contained herein may result in
irreparable and continuing damage to Disclosing Party for which there will be no adequate
remedy at law, and the Disclosing Party will be entitled to injunctive relief and/or a decree for
specific performance, and such other relief as may be proper (including monetary damages if
appropriate).

10. Neither party will assign or transfer any rights or obligations under this Agreement without
the prior written consent of the other party, and any attempted assignment or transfer without
such prior written consent will be null and void.

11. Nothing in this Agreement shall be construed to constitute an agency, partnership, joint
venture, or other similar relationship between the Parties.

12. This Agreement does not oblige either party to disclose or receive Confidential Information,
and applies only to Confidential Information that is disclosed on or after the Effective Date.
Provisions of this Agreement shall bind the respective party’s successors and permitted assigns.
Neither Party will, without prior approval of the other Party, make any public announcement of
or otherwise disclose the existence or the terms of this Agreement.

13. 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.

14. 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.

15. This Agreement shall in respects be governed by and construed exclusively in accordance
with the laws of the Philippines without reference to conflict of laws principles. Each of the
parties irrevocably consents to the exclusive personal jurisdiction of the courts of Makati City,
Philippines for any matter arising out of or relating to this Agreement.

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16. All notices and communications required under this Agreement shall be done in writing and
addressed to the addresses indicated above. This Agreement shall be executed in counterparts.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly
authorized representatives as of the date written above.

DISCLOSER RECIPIENT

____________ ___________
NAME NAME

ACKNOWLEDGMENT

BEFORE ME, a Notary Public, this ____________, personally appeared the following –

Name Competent Evidence of Valid Until

Identity

- who were identified by me through competent evidence of identity to be the same persons who
executed the foregoing NONDISCLOSURE AND CONFIDENTIALITY AGREEMENT and
who acknowledged to me that the same is his/her free and voluntary act and deed as well as the
authorized act and deed of the principals represented.

WITNESS MY HAND AND SEAL at the place and on the date abovementioned.

NOTARY PUBLIC

Doc. No. ___;

Page No. ___;
Book No. ___;
Series of 2021.

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