NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and entered into this ___ day of _________, 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,
duly represented in this act by its President/Chief Executive Officer,
_____________;

- and -

__________________ a corporation duly organized and existing under and by

virtue of the laws of the Republic of the Philippines, with office address at
____________________________________________________, Philippines,
duly represented in this act by its President/Chief Executive Officer,
_____________;

WITNESSETH, That:

WHEREAS, _________________ and _________________ (referred to individually as

a “Party” and collectively as “Parties”) agree to exchange or disclose information which is
considered confidential and proprietary;

WHEREAS, the parties intend to discuss and evaluate the possibility of entering into a
strategic business arrangement with each other, and during such discussion it may be
necessary to disclose certain Confidential Information, as defined hereunder, to the other
party;

WHEREAS, in order to protect the Confidential Information, the parties agree as

follows:

1. DEFINITION

In this Agreement the "Party" includes all his agents, associates, employees, advisors,
and other authorized representatives.

"Confidential Information" means all information of any kind, whether in written or other
tangible form or orally or visually furnished, which ought reasonably and mutually to be
understood by the parties to be confidential or which is mutually identified by them as
being confidential including, but not limited to the following:
 (a) information relating to commercial, financial, marketing, technical, planning or
other business affairs and internal records of both parties;
(b) 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 both parties; and
(c) customer lists and other information relating to other persons, including
customers, subcontractors, employees, and co-venturers of both parties or
any of their customers or potential customers.

Notwithstanding the foregoing enumeration, in case of doubt as to whether particular

information is confidential, the same shall be treated as confidential.

2. ACKNOWLEDGMENT

A party may disclose Confidential Information (the "Disclosing Party") to the other party
(the "Recipient"). The Recipient acknowledges the strict confidential and proprietary
nature of all Confidential Information received from the Disclosing party, and that it has
no proprietary right whatsoever to the Confidential Information unless otherwise
mutually agreed upon in writing by the parties.

3. OBLIGATION TO MAINTAIN CONFIDENTIALITY

Neither party shall, without the prior written consent of the other party:

(a) disclose to any person that it possesses such Confidential Information;

(b) disclose any or all parts of the Confidential Information to any person,
including any third party or employee of the parties, unless such persons
are required to have knowledge of the Confidential Information for the
parties to achieve their mutual purposes, as may be determined by the
original disclosing party, and they have been advised of the confidential
and proprietary nature of the Information and have agreed to protect the
same; or

(c) reproduce, copy or permit to be reproduced or copied Confidential Information

in any medium or form; Provided, that the receiving party shall AT ALL
TIMES protect the Confidential Information by using the same degree of
care to prevent its unauthorized use, dissemination or publication as the
receiving party uses to protect its own confidential information of a like
nature, but no less than a reasonable degree of care, and that the
receiving party shall enforce this Agreement against those persons to
whom it is authorized to disclose the Disclosing Party's Confidential
Information for and on behalf of the Disclosing Party.

4. EXCLUSIONS
 The parties' restrictions under clause 3 shall not apply to Confidential Information which:

(a) becomes publicly known through no wrongful act of the parties, or

(b) becomes known to the parties without confidential or proprietary restriction

from a source other than any of the parties, or

(c) the receiving party can show by written records was rightfully in its possession
prior to this Agreement; or

(d) the receiving party is obliged by law or proper government authority to

disclose, in which case it shall notify the Disclosing Party in writing of the
circumstances under which such disclosure will be made, including the
nature of the disclosure and the entity to which it is to be made.

Notwithstanding the above, if the receiving party is obliged or required by any court or
governmental, regulatory, or other body or person, to disclose Confidential Information,
it shall, if so required in writing and for valid and lawful reasons by the Disclosing Party,
and if practicable or feasible, cooperate with the Disclosing Party in opposing such
requirement or request, subject to the duty of the disclosing party to equally share with
the receiving party the necessary litigation and related expenses for the purpose.

5. OBLIGATIONS OF THE RECIPIENT PARTY

In consideration of the mutual exchange and disclosure of Confidential Information,

each party undertakes, in relation to the other party's Confidential Information:

(a) To maintain the same in confidence and to use it solely and exclusively for the
mutual purpose or purposes of the parties, for which the Confidential
Information was disclosed, and not for any other purpose or benefit or for
the purpose or benefit of any unauthorized third party;

(b) Not to copy, reproduce, or reduce in writing any part thereof except as may be
reasonably necessary for the parties' mutual purpose or purposes. Any
copies, reproduction or reductions to writing so made shall be the property
of the Disclosing Party, unless otherwise agreed in writing by the parties or
waived by the Disclosing Party in writing;

(c) Not to disclose the same whether to its employees or to third parties, except
in confidence to such employees who need to know the same for the
mutual purpose or purposes of the parties. Both parties undertake that
these employees or third parties are obliged under their respective
contracts of employment or service agreement or similar confidentiality
agreements not to disclose the Confidential Information;
 (d) To be responsible for the performance of sub-clauses (a), (b) and (c) above
on the part of its employees to whom the same is disclosed pursuant to
sub-clause (c) above; and

(e) To apply thereto security measures and such degree of care not less than
those which the Receiving Party applies to its own confidential or
proprietary information and which the Recipient warrants as providing
adequate protection of such information from unauthorized disclosure,
copy or use.

6. ASSIGNMENT

This Agreement is not assignable without the other party's prior written consent. Any
attempt by the one party to assign or transfer any of the rights, obligations or duties of
this Agreement without the prior written consent of the other party shall be void and of
no effect.

7. RETURN OF CONFIDENTIAL INFORMATION

Upon termination of this Agreement, the parties shall demand of each other the
immediate return of all copies of documents and materials containing Confidential
Information disclosed to one party by the other, to the possession or control of the
Disclosing Party within (1) one month from completion of the mutual purpose or
purposes of the parties, or receipt of a written request from the other party, which written
request shall enumerate the specific documents and materials wished by the disclosing
party to be returned to it by the receiving party. The receiving party shall certify in writing
to the Disclosing Party that it retains no copy and has fully complied with the
requirements of this clause.

8. WARRANTY

8.1 Each party reserves all rights it may have by law or contract to its Confidential
Information and no rights or obligation other than those expressly stated herein
are granted or implied from this Agreement, unless otherwise agreed in writing by
the parties. No license is hereby granted by one party to the other, directly or
indirectly, under any existing patent, invention, discovery, copyright, trade secret,
trademark, service mark, or other intellectual property held or obtained in the
future by either party.

8.2 Each party warrants that it has full right and authority to enter into this Agreement,
and that it is, unless expressly identified otherwise, the owner of its respective
Confidential Information; and that it has the right to disclose its Confidential
Information to the other party and to authorize the other party to use the same for
the mutual purpose or purposes of the parties.
 8.3 Unless otherwise stated in this Agreement, no warranty, express or implied, in the
Confidential Information disclosed is granted by this Agreement, and warranties
of merchantability, fitness for a particular purpose, accuracy or completeness are
hereby disclaimed. Neither party shall be liable for any special, indirect or
consequential damages, regardless of the form of action and even if such party is
advised as to the possibility of such damages, except in cases of malice, bad
faith and tortuous acts.

8.4 The parties agree that unless and until a definite and final agreement between them
with respect to the possible joint venture or business strategic arrangement has
been executed and delivered, neither party will be under any legal obligation of
any kind with respect to such strategic business arrangement, except for the
matters specifically agreed upon in this Agreement and in such other
supplemental or subsequent agreements that the parties may execute in writing
in relation to this Agreement.

9. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties
concerning the confidentiality of this Agreement and supersedes all previous
agreements, negotiations, commitments, writings, and discussions between them as to
the subject prior to the date hereof. There are no prior representations or warranties
between the parties relating to the Confidentiality Information of this Agreement.
If any term or provision of this Agreement should be declared illegal or invalid by a court
of competent jurisdiction, the remaining terms and provisions of this Agreement shall
remain unimpaired and in full force.

10. TERM
The term of this Agreement shall be _____ (___) years from the date of execution of this
Agreement by both parties' duly authorized representatives. Either party can terminate
this Agreement without cause upon written notice to the other party at least thirty (30)
days prior to the intended date of termination. Notwithstanding the expiration or
termination of this Agreement, the obligation of the parties to protect Confidential
Information and the restrictions on use of Confidential Information shall survive for the
period of _____ (___) years counted from the date of such expiration or termination.

11. NOTIFICATION

The parties agree to immediately notify each other in writing if any one of them
becomes aware of any disclosure of Confidential Information that it knows or believes to
be unauthorized by the other party.

All notices under this Agreement shall be in writing and shall be sent personally, by
facsimile, or registered mail to the party being served at its address specified above and
marked for the attention of such party's signatory in this Agreement. The date of service
shall be deemed to be the date of transmittal by the sending party, if the notice is sent
 by facsimile or the date of actual receipt of the notice is sent personally or by registered
mail.

12. FORCE MAJEURE

Neither of the parties shall be considered in breach of an obligation under the

Agreement to the extent such party can establish that fulfilment of the obligation has
been prevented by force majeure. Force majeure, for the purposes of this Agreement,
shall include acts of God, war (declared or undeclared), hostilities, rebellion,
insurrections, acts of terrorism, actual or threatened, any act of any government, any
instrumentality or agency thereof, or any act or cause which is reasonably beyond the
control of such party ; Provided, that the party prevented from or hindered or delayed in
performance by any such cause shall have used its best efforts to avoid, overcome,
mitigate and offset its effects. The party so prevented from or hindered or delayed in
complying herewith shall immediately give written notice thereof to the other party and
shall continue to take any action within its power to comply as fully as possible with its
obligations hereunder.

13. LIABILITY AND DISPUTE SETTLEMENT

13.1 Should any party breach any material provision of this Agreement, which breach
may be established by substantial evidence in arbitration proceedings outlined
herein, and unless the breach shall have been caused by force majeure, such
party shall be liable for damages to the other party in an amount to be
determined by the arbitration panel.

13.2 Any dispute or difference between the parties relating to their rights or obligations
under this Agreement shall first be referred for consideration by each party by
notice in writing to the other party. If the dispute or difference is not resolved
within a period of sixty (60) days, then either party may submit the dispute for
arbitration in accordance with the following:

13.2.1 The arbitration proceedings shall be conducted in accordance with the

rules of procedure for arbitration of the Philippine Chamber of Commerce
and Industry. Each Party shall appoint one arbitrator. The arbitrators thus
appointed shall select a third arbitrator who shall act as the presiding
arbitrator of the tribunal or panel;

13.2.2 Unless agreed otherwise by the Parties, the arbitration shall be conducted
in the English language in Metro Manila, Philippines;

13.2.3 The Parties agree that this arbitration clause is an explicit waiver of
immunity against validity and enforcement of the award or any judgment
thereon made pursuant thereto and that such award or judgment thereon,
if unsatisfied, shall be enforceable in any court having jurisdiction in
accordance with its laws against any party participating in the arbitration;
 13.2.4 The parties agree that the award of the arbitration tribunal shall be the
sole remedy for all claims and counterclaims concerning the matter in
dispute presented to the arbitration tribunal. The costs, expenses, fees,
and charges of the arbitration proceedings shall be equally shared by the
parties.

14. GOVERNING LAWS

This Agreement shall be governed by and construed in accordance with the laws of the
Republic of the Philippines.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
set forth above.

______________________ ______________________
By: By:

______________________ ______________________
Position: _______________ Position: _______________