CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is entered

into on March __, 2018 by and between:

____________________________, a corporation duly organized and

existing under and by virtue of the laws of the Republic of the
Philippines , with office address at
____________________________________________, Philippines,
herein represented by its President,
___________________________________ (the “Discloser”);
and
_____________________________., a corporation duly organized and
validly existing under and by virtue of the laws of the Philippines, with
principal office at the 6th Floor, Quad Alpha Centrum, 125 Pioneer
Street, Philippines, herein represented by its President,
_____________________________________(the “Recipient”);
(collectively, the “Parties” and each a “Party”).

RECITALS:

(A) The Discloser will disclose and make available to the Recipient certain
confidential or proprietary information in connection with sale of the shares of
stock of ________________________ (the “Transaction”), to wit:
______________________________________________________________
_____ ( collectively referred to as the Affiliates)
(B) The Discloser desires to prevent the unauthorized use and disclosure of its
confidential or proprietary information, subject to the terms and conditions
herein.
NOW, THEREFORE, in consideration of the foregoing premises, the Parties hereby
agree as follows:
1. Confidential Information. For purposes of this Agreement, “Confidential
Information” shall mean any information relating to the Transaction or the
Discloser and Affiliates, their operations, or their assets, provided in whatever
form, and including information given orally or contained in any document,
electronic file or any other way of recording or storing information, or
information which is derived or copied from such information; provided, that
such information is expressly identified by the Discloser as confidential, which
the Discloser may disclose, or provide access, to the Recipient.
2. Protection and Use of Confidential Information.
2.1 In consideration of the Discloser making available to the Recipient the
Confidential Information, the Recipient agrees:

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 (a) to hold the Confidential Information in confidence. The Recipient will
use the Confidential Information in connection with the Transaction and
will not, without the consent of the Discloser, reveal any Confidential
Information to any person other than to its affiliates, subsidiaries,
directors, officers, employees, agents, independent auditors, rating
agencies, (including, by way of example, legal, technical, and financial
advisors) (collectively, “Representatives”) as are deemed appropriate
by the Recipient, in its sole judgment, to receive the Confidential
Information for the purpose of evaluating the Transaction; provided,
however, that to the extent that any of the Representatives is not an
affiliate, subsidiary, director, officer, or employee of the Recipient, the
Recipient agrees, prior to furnishing Confidential Information to such
Representative, to notify such Representative of the confidential nature
of the Confidential Information to be disclosed, and shall not disclose
the Confidential Information to such Representative unless such
Representative has undertaken a confidentiality obligation or such
Representative is subject to professional rules of conduct, by reason of
his profession or earlier confidentiality agreement, with respect to the
treatment of information provided to said Representative on a
confidential basis. Notwithstanding any provision in this Agreement, the
Recipient shall not under any pretext: (i) conduct any ocular or site
inspection or (ii) approach and/or make any inquiry with, the
Distribution Utilities or Electric Cooperatives with whom the Affiliates
have contracted with for the supply of electric power unless with the
written consent, and accompanied by authorized representatives, of
the Affiliate concerned;

(b) to take reasonable steps to protect the Confidential Information and

keep it secure from unauthorized persons; and

(c) not to make, use, or otherwise appropriate Confidential Information for

its own use or benefit or use any of the Confidential Information to
impair the business, interests, or business opportunities of the
Discloser.

2.2 The Recipient may use standard electronic mail and attachments to transmit
or exchange Confidential Information in the course of its evaluation of the
Transaction. The Discloser acknowledges the limitations in confidentiality
inherent in this medium.

3. Restrictions on Confidentiality. The term “Confidential Information” shall

not apply to, and the Recipient shall be subject to no obligation or restriction
regarding, any information which:

(a) is or becomes available to the public other than as a result of a

disclosure in violation of this Agreement;

(b) was in the public domain or available to the Recipient prior to its
disclosure to the Recipient by the Discloser under this
Agreement;

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 (c) was or is developed by the Recipient independently of, and
without reference to, the Confidential Information;

(d) is required to be disclosed pursuant to or by any law, rule, or

regulation, or any judgment, order, decision, resolution, award,
writ, process, or requirement of any court, tribunal, arbitrator,
government authority, or stock exchange, or is necessary for the
Recipient to disclose in connection with any, audit purpose, or
legal or arbitral proceeding in order to enforce or preserve its
rights or interests; or

(e) the Discloser agrees may be disclosed.

4. Warranty. The Discloser shall include in the Confidential Information

provided to the Recipient all information relevant for the purpose of evaluating
the Transaction and warrants the truth, accuracy, of the Confidential
Information so provided.

5. Limitation of Liability. Except in connection with the agreement of the

Recipient expressly contained herein to keep the Confidential Information
confidential, the Recipient shall not incur any liability or obligation to the
Discloser solely by reason of the Recipient’s inspection and evaluation of the
Confidential Information. The Recipient shall be liable for any and all damages
arising from any unauthorized disclosure of confidential information by
Recipient.

6. No Obligation to Contract. Nothing in this Agreement shall obligate either

Party to enter into or conclude any business relationship with the other Party.

7. Independent Relationship. Nothing herein shall be read or construed as to

constitute a principal-agent relationship, partnership, or joint venture between
the Parties.

8. Term. This Agreement and the Recipient’s obligation of confidentiality set

forth herein shall expire on the date falling two (2) years after the date of this
Agreement, unless otherwise extended by written agreement of the Parties.
This Agreement may be terminated earlier by the Parties in writing upon
mutual agreement.

9. Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the Philippines, without regard to its rules and
principles on conflict of laws.

10. Dispute Resolution. In the event of any dispute, controversy, or claim

arising from or relating to this Agreement, or the interpretation thereof, or any
arrangements relating thereto or contemplated therein, or the breach,
termination, or invalidity thereof, the parties shall refer the same to the proper
courts of Taguig City, to the exclusion of all others courts of equal and
competent jurisdiction. This Section shall survive the expiration or termination
of this Agreement.

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11. Assignment. A Party may not assign or transfer any or all of its rights or
obligations under this Agreement without the prior written consent of the other
Party. This Agreement shall inure to the benefit of and be binding upon the
Parties and their respective successors and permitted assigns.

12. Entire Agreement. This Agreement expresses the entire agreement of the
Parties as to the subject matter hereof. No representations have been made
by either Party except as specifically set forth herein. No rights and
obligations other than those expressly recited herein are to be implied from
this Agreement.

13. Amendments. This Agreement or any provision hereof may not be altered,
waived, change, modified, or amended except by written agreement signed by
both Parties.

14. Severability. If any part or provision of this Agreement is found invalid or

unenforceable under applicable law, such part or provision will be ineffective
to the extent of such invalidity or unenforceability only, without in any way
affecting the remaining provisions of this Agreement.

15. No waiver. No failure or delay by a Party in exercising any right, power, or

privilege under this Agreement will operate as a waiver thereof or
acquiescence thereto nor shall it restrict or affect such Party’s rights, powers,
or privileges hereunder.
16. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same agreement. Each individual signing on behalf of
a Party which is a business entity covenants that he is duly authorized to bind
such entity.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date first
above written.

___________________________________
Discloser
By:

______________________________

President

NAME OF CORPORATION
Recipient
By:

______________________________

President