Republic of the Philippines)

City of Manila )

EMPLOYEE NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Employee Non-Disclosure and Con den ality Agreement (this “Agreement”) is entered into
as of the 15 May 2021 (the “E ec ve Date”) by and between:

XYZ CORPORATION, a corpora on duly organized and exis ng in accordance with laws of the
Republic of the Philippines, with principal o ce at 1281 Alfonso Mendoza St. Sampaloc, Manila,
represented in this act by its PRESIDENT, ANDRES SEPULVEDA, hereina er referred to as the
EMPLOYER;

-AND-

MARIE SOL U. LOTA, of legal age, Filipino and a resident of No. 1 Tuesday St., St. Joseph Village,
Niog 1, Bacoor, Cavite, herein referred to as the EMPLOYEE.

The Company hired the Employee as CONTRACT ADMINISTRATION OFFICER pursuant to the
terms and condi ons of the Contract of Employment between the Par es on the 15th day of
May 2021 (the “Contract of Employment"). In connec on with the Employee's du es under the
Contract of Employment, the Company may disclose to the Employee certain con den al and
proprietary informa on unique and valuable to its ongoing business opera ons. In
considera on of the Employee's employment by the Company and the covenants and mutual
promises contained herein, the par es agree as follows:

1. Con den al Informa on.

"Con den al Informa on" shall mean (i) all informa on rela ng to the Company’s products,
business and opera ons including, but not limited to, nancial documents and plans,
customers, suppliers, manufacturing partners, marke ng strategies, vendors, products, product
development plans, technical product data, product samples, costs, sources, strategies,
opera ons procedures, proprietary concepts, inven ons, sales leads, sales data, customer lists,
customer pro les, technical advice or knowledge, contractual agreements, price lists, supplier
lists, sales es mates, product speci ca ons, trade secrets, distribu on methods, inventories,
marke ng strategies, source code, so ware, algorithms, data, drawings or schema cs,
blueprints, computer programs and systems and know-how or other intellectual property of the
Company and its a liates that may be at any me furnished, communicated or delivered by the
Company to the Employee, whether in oral, tangible, electronic or other form; (ii) the terms of
any agreement, including this Agreement, and the discussions, nego a ons and proposals
related to any agreement; (iii) informa on acquired during any tours of the Company’s facili es;
and (iv) all other non-public informa on provided by the Company whosoever. All Con den al
Informa on shall remain the property of the Company.

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 2. Exclusions from Con den al Informa on. The obliga on of con den ality with respect to
Con den al Informa on will not apply to any informa on:
a. If the informa on is or becomes publicly known and available other than as a result of prior
unauthorized disclosure by the Employee;
b. If the informa on is or was received by the Employee from a third-party source which, to the
best knowledge of the Employee, is or was not under a con den ality obliga on to the
Company with regard to such informa on;
c. If the informa on is disclosed by the Employee with the Company’s prior wri en permission
and approval;
d. If the informa on is independently developed by the Employee prior to disclosure by the
Company and without the use and bene t of any of the Company’s Con den al Informa on; or
e. If the Employee may disclose only such por on of the Con den al Informa on which it is
legally obligated to disclose the Employee is legally compelled by applicable law, by any court,
governmental agency, or regulatory authority or subpoena or discovery request in pending
li ga on, but only if, to the extent lawful, the Employee gives prompt wri en no ce of that fact
to the Company prior to disclosure so that the Company may request a protec ve order or
other remedy, the Employee may disclose only such por on of the Con den al Informa on
which it is legally obligated to disclose.

3. Obliga on to Maintain Con den ality. With respect to Con den al Informa on:
a. The Employee agrees to retain the Con den al Informa on in strict con dence, to protect
the security, integrity, and con den ality of such informa on and to not permit unauthorized
access to or unauthorized use, disclosure, publica on, or dissemina on of Con den al
Informa on except in conformity with this Agreement.
b. Con den al Informa on is and will remain the sole and exclusive property of the Company
and will not be disclosed or revealed by the Employee, except (i) to other employees of the
Company who have a need to know such informa on and agree to be bound by the terms of
this Agreement.
c. The Employee agrees that, in the event the Employee must download, access, process,
transfer or otherwise communicate Con den al Informa on, the Employee will comply with all
laws and regula ons applicable to exports and re-exports of data and informa on and will not,
directly or indirectly, export or re-export any Con den al Informa on in viola on of such laws
and regula ons, including without limita on, those prohibi ng export or re-export to restricted
countries or without governmental authoriza on.
d. Upon termina on of this Agreement or at the request of the Company, the Employee will
ensure that all Con den al Informa on and all documents, memoranda, notes and other
wri ngs or electronic records prepared by the Employee that include or re ect any Con den al
Informa on in the Employee’s actual or construc ve possession are returned to the Company.
e. The obliga on not to disclose Con den al Informa on shall survive the termina on of this
Agreement, and at no me will the Employee be permi ed to disclose Con den al Informa on,
except to the extent that such Con den al Informa on is excluded from the obliga ons of
con den ality under this Agreement pursuant to Paragraph 2 above.
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 4. Remedies. The Employee acknowledges that use or disclosure of any Con den al Informa on
in a manner inconsistent with this Agreement will give rise to irreparable injury for which
damages would not be an adequate remedy. Accordingly, in addi on to any other legal
remedies which may be available at law or in equity, the Company shall be en tled to equitable
or injunc ve relief against the unauthorized use or disclosure of Con den al Informa on. The
Company shall be en tled to pursue any other legally permissible remedy available as a result of
such breach, including but not limited to damages, both direct and consequen al. In any ac on
brought by the Company under this Sec on, the Company shall be en tled to recover its
a orney’s fees and costs from the Employee.

5. No ces. All no ces given under this Agreement must be in wri ng. A no ce is e ec ve upon
receipt and shall be sent via one of the following methods: delivery in person, overnight courier
service, cer ed or registered mail, postage prepaid, or return receipt requested.

6. Termina on. This Agreement will terminate on the earlier of:

(a) the wri en agreement of the par es to terminate this Agreement; or
(b) the cessa on of the Employee's employment.

7. Amendment. This Agreement may be amended or modi ed only by a wri en agreement

signed by both of the par es.

8. Jurisdic on. This Agreement will be governed by and construed in accordance with the laws
of the Republic of the Philippines, without regard to the principles of con ict of laws. Each party
consents to the exclusive jurisdic on of the courts located in the City of Manila for any legal
ac on, suit or proceeding arising out of or in connec on with this Agreement. Each party
further waives any objec on to the laying of venue for any such suit, ac on or proceeding in
such courts.

9. No O er or Sale. Nothing in this Agreement will be deemed a sale or o er for sale of

Con den al Informa on nor obligate the Company to grant the Employee a license or any
rights, by statute, common law theory of estoppel or otherwise, to Con den al Informa on.

10. Miscellaneous. No joint venture, partnership or agency rela onship exists between the
Employee, the Company or any third-party as a result of this Agreement. This Agreement will
inure to the bene t of and be binding on the respec ve successors and permi ed assigns of the
par es. Neither party may assign its rights or delegate its du es under this Agreement without
the other party’s prior wri en consent. In the event that any provision of this Agreement is held
to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be
a ected and shall con nue to be valid, legal and enforceable as though the invalid, illegal or
unenforceable parts had not been included in this Agreement. Neither party will be charged
with any waiver of any provision of this Agreement, unless such waiver is evidenced by a wri ng
signed by the party and any such waiver will be limited to the terms of such wri ng.
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 IN WITNESS WHEREOF, the par es hereto have executed this Agreement as of the date rst
wri en above.

XYZ CORPORATION
Employer Employee

By:

Andres Sepulveda
ANDRES SEPULVEDA
President

Signed in the presence of:

Witness 2 Witness 1

ACKNOWLEDGMENT

Republic of the Philippines )

City of Manila ) SS.

BEFORE ME a Notary Public, for and in the above jurisdic on, this 15th of May 2021,
personally appeared the following persons:

Name Competent Evidence of Iden ty Place and Date of Issue

DL-N26-17264842 LTO Manila, March 6, 2021
Andres Sepulveda DL-N25-83739101 LTO Maka , January 12, 2021

known to me to be the same persons who executed the foregoing instrument and they
acknowledged to me that they have freely signed the said instrument and that the same is their
free and voluntary act and deed.

This instrument refers to a Employee Non-disclosure and Con den ality Agreement,
consists of ve (5) pages, including the page where this Acknowledgment is wri en, signed by
the par es and their witnesses on each and every page.

WITNESS MY HAND AND SEAL, at the place and on the date rst above wri en.

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 ATTY. XXX
Notary Public
For and in the City of Manila
Appointment No. ________
Commission Expires on 30 June 2021
Roll of A orneys No. _____
MCLE Compliance No. _________
PTR No. MLA __________/ 06 January 2021/ Manila
IBP No. _____/ 23 December 2020/ Manila
Units 701 and 702, 2738 United Na ons Avenue
Malate, Manila

Doc. No. 123

Page No. 45
Book No. 01
Series of 2021

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