Non-Disclosure Agreement

NON-DISCLOSURE AGREEMENT

Effective Date: ____________________

In order to protect certain Confidential Information (as defined and described below), -
_____________________________, a company organized and existing under the laws of
Philippines, with office address at _____________________________ represented in this
Agreement by its _______________________, ____________________, of legal age, with
address at (x), agree as follows:

1. Disclosing Party. ___________________________, which is the party disclosing

Confidential Information is referred to herein as “Discloser”. ____________ who is
the party in receipt of such Confidential Information is referred to herein as
“Recipient”. Discloser is in the business of __________________ (the “Business”).
Recipient is a prospective ______________________ to the Business. In the
process of evaluating the Business and in case of a future business relationship
with Discloser, Recipient shall receive Confidential Information from Discloser.

2. Description of Confidential Information. For purposes of this Agreement,

“Confidential Information” means any information disclosed during the
Confidentiality Period, which is or should be reasonably understood to be
confidential or proprietary to the Discloser, whether oral or written, and regardless
of the form of communication or the manner in which it is furnished, including, but
not limited to, information concerning Discloser’s business, products, services,
content, methodologies, finances, subscribers, source code, tools, protocols,
product designs and plans, customer lists and other marketing and technical
information, the terms and existence of this Agreement, and any other unpublished
information, analyses, compilations, data, studies, notes, interpretations,
memoranda, extracts or other documents prepared by the Recipient or Recipient’s
representatives containing or based in whole or in part on any such furnished
information.

“Confidential Information” shall exclude the following:

(i) Information that is already in the Recipient’s possession prior to the

execution of this Agreement;

(ii) Information that is or becomes a matter of public knowledge through no

fault of the Recipient or its representatives;

(iii) Information made known to the Recipient by a third party who is lawfully in
possession of the information and had the right to provide the information
to the Recipient;

(iv) Information independently developed by the Recipient without the aid,

 Non-Disclosure Agreement

application or use of Confidential Information;

(v) Information that is required disclosed by provision of law or by a court of

competent jurisdiction;

(vi) Information disclosed by the Recipient with the Discloser’s prior written
approval.

3. Use of Confidential Information. Recipient shall make use of the Confidential

Information only for the purpose of a possible contract with Discloser for the
rendering of advise to the Discloser in connection with the Business.

4. Obligation of Confidentiality. Recipient acknowledges that Discloser’s

Confidential Information is valuable, special and unique to its business; that it is not
widely known; and that Discloser’s business depends on such Confidential
Information. Recipient acknowledges that Discloser has taken, and continues to
take, reasonable and necessary steps to protect its Confidential Information and
keep it confidential, including requiring Recipient to sign this Agreement. Based on
the foregoing, Recipient agrees as follows:

(i) All rights to Confidential Information are and shall remain the sole
property of and in control of Discloser;

(ii) Recipient will keep Discloser’s Confidential Information confidential;

(iii) Recipient will not, at anytime, except with the consent of the Discloser:
(a) reproduce or copy; (b) disclose or transfer; (c) aid encourage or allow
any other person, business or entity to gain possession or access to;
(d) use, sell, or exploit; or (e) encourage or allow any other person,
business or entity to use, sell or exploit, any of the Confidential
Information; and

(iv) Recipient will not disclose any information received by Discloser from a
third party for the period required by any confidentiality agreement,
understanding or duty between Discloser and the relevant third party.

5. Confidentiality Period and Termination. Recipient’s obligations under this

Agreement shall begin on Effective Date and terminate five (5) years thereafter.
This Agreement may be terminated earlier by the parties in writing upon mutual
agreement. Notwithstanding the early termination of this Agreement, Sections 3, 4,
5, 6, 7, 8, 9, 10, 11 and 12 shall survive this Agreement for a period of five (5) years
from effectivity date.

6. Standard of Care. Recipient shall protect the disclosed Confidential Information

from disclosure to any person other than its employees, officers, directors and
agents who have a need to know and who agree to be bound by terms substantially
similar to those set forth in this Agreement. Recipient agrees to use the same
 Non-Disclosure Agreement

degree of care, but no less than a reasonable degree of care, to prevent the
unauthorized use, dissemination, derivation or publication of the Confidential
Information as Recipient uses to protect its own confidential information of a like
nature.

7. Warranty. Discloser warrants that it has the right to make the disclosures under
this Agreement. NO OTHER WARRANTIES ARE MADE BY DISCLOSER UNDER
THIS AGREEMENT. ANY INFORMATION DISCLOSED BY DISCLOSER UNDER
THIS AGREEMENT IS PROVIDED “AS IS” AND WITHOUT ANY WARRANTY,
WHETHER EXPRESS OR IMPLIED, REGARDING ITS ACCURACY,
COMPLETENESS OR PERFORMANCE.

8. Rights. Recipient does not acquire any intellectual property rights under this
Agreement.

9. Non-Impairment of Business Opportunities: The Recipient agrees that it will

not make use of 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..

10. Return of Confidential Information: Recipient shall return or destroy (and so

certify to Discloser) all tangible material embodying Confidential Information (in any
form and including, without limitation, all summaries, copies, electronic or otherwise
and excerpts of Confidential Information) at any such time as Discloser may so
request.

11. Injunctive Relief and Damages: The Recipient acknowledges that the
Confidential Information subject of this Agreement is information peculiar to the
business of the Discloser, and that the nature of the Discloser’s business is highly
competitive. Recipient therefore agrees that Discloser will have the right, in
addition to its other rights and remedies, to seek injunctive relief for any violation of
this Agreement.

12. Non-waiver. Any failure by the Discloser to enforce the Recipient’s strict
performance of any provision of this Agreement will not constitute a waiver of its
right to subsequently enforce such provision or any other provision of this
Agreement.

13. Amendment. All modifications to this Agreement must be made in writing and must
be signed by an officer of each party.

14. Governing Law and Venue of Actions. This Agreement is made under, and shall
be construed according to the laws of the Philippines. Any action, suit and/or
proceeding arising from, in connection with or relating to this instrument shall be
filed exclusively with the courts of Makati, Philippines, having jurisdiction over the
same.
 Non-Disclosure Agreement

15.Counterparts. This Agreement may be executed in counterparts, each of which

shall be deemed an original and all of which together shall constitute one and the
same document.

16.Assignment. Recipient shall not assign or transfer any of its obligations under this
Agreement without the prior written consent of the Discloser. Discloser shall have
the right to assign any or all of its rights and obligations without need of Recipient’s
consent.

By: By:

_____________________________ ____________________________
(Authorized Signatory) [Authorized Signatory]
(Position)

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES) S.S.

MAKATI CITY )

BEFORE ME, a Notary Public in and for Makati City, this __ day of October 2007 personally
appeared:

Name Community Tax Certificate Date & Place Issued/

No./Passport No. Date of Expiration
Corporation
represented by:
Authorized Representative

all known to me and to me known to be the same persons who executed the foregoing Non-
disclosure Agreement and they acknowledged to me that the same is their free and voluntary
act and deed, and of the entities they respectively represent.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the
date and at the place first above written.

Doc. No. _____;

Page No. _____;
 Non-Disclosure Agreement

Book No. _____;

Series of 2010.