Non-Disclosure Agreement

This Agreement entered into and executed by:

BK ASIA PACIFIC, LIMITED, a corporation duly organized and existing

under and by virtue of Philippine laws, with office address at
__________________________, represented herein by its
_______________, _________________, hereinafter referred to as
“BK Asia”

STA. ELENA PROPERTIES, INC. a corporation duly organized and

existing under and by virtue of Philippine Laws, with office address at the
Enterprise Center, Level 21, Tower 2, 6766 Ayala Avenue, corner Paseo De
Roxas, Makati City, Metro Manila, represented herein by its Executive Vice
President, BIENVENIDO R. TANTOCO, JR., hereinafter referred to as
the “Client”;

WITNESSETH: THAT –

WHEREAS, BK Asia has offered its services to the Client for the purpose of
____________________;

WHEREAS, in the course of its project evaluation and work performance, BK

Asia acknowledges that it may have access or be entrusted with confidential information
that concerns the present or contemplated financial status, operations and activities of
the Client

You acknowledge that in the performance of your work you may have accessed to or be entrusted with
confidential information that concerns the present or contemplated financial status, operations and
activities of the Company the disclosure of which to a competitor would be detrimental to its business
and interest. Accordingly, you concur and assent that you will not during the course of your employment
or at any time following severance thereof, disclose any such confidential information to any person, firm
or corporation, nor shall you use the same for your benefit or that of a third party, except in the normal
course of your engagement hereunder. 6. You agree that the covenants in No. 5 hereof constitutes a
proprietary right that the Company must protect. You acknowledge therefore that violation thereof
would justify the Company to file an appropriate legal action against you in court.

QS and Cost Plan Services

BK Asia Pacific

Privacy Policy
In order to evaluate and possibly enter into a business transaction (the “Purpose”),
‘Client’., for itself and its subsidiaries and affiliates, and the other party identified below
hereby agree:

1. The Effective Date of this agreement is the date this agreement is accepted by the
party identified below.

2. A party (the “Discloser”) may disclose to the other party (the “Recipient”) information
pertaining to the Purpose that the Discloser considers confidential (“Confidential
Information”).

3. Recipient may use Confidential Information only for the Purpose. Recipient must use
a reasonable degree of care to protect Confidential Information and to prevent any
unauthorized use or disclosure of Confidential Information. Recipient may share
Confidential Information with its employees, directors, agents or third party contractors
who need to know it and if they have agreed with either party in writing to keep
information confidential.

4. Confidential Information does not include information that: (a) was known to
Recipient without restriction before receipt from Discloser; (b) is publicly available
through no fault of Recipient; (c) is rightfully received by Recipient from a third party
without a duty of confidentiality; or (d) is independently developed by Recipient. A
party may disclose Confidential Information when compelled to do so by law if it
provides reasonable prior notice to the other party, unless a court orders that the other
party not be given notice.

5. Either party may terminate this agreement with thirty days prior written notice, but
this agreement’s provisions will survive as to Confidential Information that is disclosed
before termination.

6. Unless the parties otherwise agree in writing, Recipient’s duty to protect Confidential
Information expires five years from disclosure.

7. This agreement imposes no obligation to proceed with any business transaction.

8. No party acquires any intellectual property rights under this agreement except the
limited rights necessary to use the Confidential Information for the Purpose.

9. This agreement does not create any agency or partnership relationship. This
agreement is not assignable or transferable by either party without the prior written
consent of the other party.

10. This agreement is the parties’ entire agreement on this topic, superseding any prior
or contemporaneous agreements. Any amendments must be in writing. The parties may
execute this agreement in counterparts, which taken together will constitute one
instrument. Failure to enforce any of provisions of this agreement will not constitute a
waiver.

Yes, I have read and agree to the terms of this Agreement. By accepting this Agreement,
I represent and warrant that I have authority to bind the entity named below to these
terms and conditions.

Company Name

(Full Legal Entity Name):

Your Name:

Your Title:

Email:

Company Street Address:

City:

Zip or Postal Code:

Country:

You acknowledge that in the performance of your work you may have accessed to or be entrusted with
confidential information that concerns the present or contemplated financial status, operations and
activities of the Company the disclosure of which to a competitor would be detrimental to its business
and interest. Accordingly, you concur and assent that you will not during the course of your employment
or at any time following severance thereof, disclose any such confidential information to any person, firm
or corporation, nor shall you use the same for your benefit or that of a third party, except in the normal
course of your engagement hereunder. 6. You agree that the covenants in No. 5 hereof constitutes a
proprietary right that the Company must protect. You acknowledge therefore that violation thereof
would justify the Company to file an appropriate legal action against you in court.

This message (including any attachments) is intended only for the use of the individual or entity
to which it is addressed and may contain information that is non-public, proprietary, privileged,
confidential, and exempt from disclosure under applicable law or may constitute as attorney
work product. If you are not the intended recipient, you are hereby notified that any use,
dissemination, distribution, or copying of this communication is strictly prohibited. If you have
received this communication in error, notify us immediately by telephone and (i) destroy this
message if a facsimile or (ii) delete this message immediately if this is an electronic
communication. Thank you.
This email may contain confidential or legally privileged material only for the intended recipient
that may not be copied, redistributed, retransmitted, or published, in whole or in part, without a
prior written consent of the sender. Its contents are for information only and no
related contract or warranty are given. Due diligence on the contents accuracy, completeness, or
fairness should be taken when critical. The contents are subject to change without prior notice.
The expressed opinions are that of the sender and do not necessarily represent that of RCBC, its
stock-holders, directors, officers, and staff. This email may have been intercepted, partially
destroyed or altered, arrived late, or infected with viruses on which, no liability is accepted by
the sender or RCBC. If you are not the intended recipient of this email please immediately notify
the sender and delete this message from your computer.