MUTUAL NON-CIRCUMVENT and NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This mutual Non-Circumvent and Non-Disclosure Agreement (the “Agreement”), made and
executed by and between:

TxxxPH Corporation, a corporation organized and existing under the laws of the Republic
of the Philippines, with principal office at _________ PHILIPPINES, represented by its
General Manager Rxxx Cxxxx hereinafter referred to as “FIRST PARTY/TxxxPH
Corporation;”

-and-

MS. Rxxx Bxxx, an independent SECOND PARTY/company, with principal address at

_______, hereinafter referred to as the “SECOND PARTY”.

Herein either FIRST PARTY/TxxxPH Corporation or SECOND PARTY/Rxxx Bxxx may be

referred to as Party or collectively as Parties.

WITNESSETH: That,

WHEREAS, SECOND PARTY has requested FIRST PARTY/TxxxPH Corporation to submit

documents to enable SECOND PARTY to evaluate potential project(s) (“Project(s)”); for
possible cooperation;

WHEREAS, in connection with SECOND PARTY’s request, FIRST PARTY/TxxxPH

Corporation will disclose to SECOND PARTY certain information as more particularly
described in paragraph 1 below (the “Information”);

NOW, THEREFORE, recognizing the relationship of trust and confidence established

between FIRST PARTY/TxxxPH Corporation and SECOND PARTY, and in consideration of
the disclosure of Information by FIRST PARTY/Txxx and the receipt thereof by SECOND
PARTY and its representatives and the mutual agreements herein contained, FIRST
PARTY/TxxxPH Corporation and SECOND PARTY agree as follows:

1. For purposes of this Agreement:

a. the term “Information” shall include any and all non-public, confidential or
proprietary information of or relating to SECOND PARTY, FIRST PARTY/TxxxPH
Corporation or the Project(s), including, without limitation, information with
respect to SECOND PARTY, FIRST PARTY/TxxxPH Corporation or Project(s)
operations, business practices, finances, principals, stockholders, vendors,
suppliers, costs, prices, trade secrets, contractual relationships, regulatory status;
financial data, memoranda, notes, technical or business information, experience
and data regarding FIRST PARTY/TxxxPH Corporation system practices,
procedures, plans, programs or customers, and any financing, security and
related documentation relating to the financing of the Project(s) which SECOND
PARTY or FIRST PARTY/TxxxPH Corporation and/or its representatives have
disclosed, and may disclose from time to time, to FIRST PARTY/TxxxPH
Corporation in connection with the evaluation of the Project for possible
cooperation.

b. the term “Information” shall not include:

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(i) any Information which becomes generally available to the public other
than as a result of any unauthorized disclosure by either Party; or

(ii) any Information disclosed by either Party which prior to such

disclosure, was already known by or in the possession of the receiving
Party, from a source which is not prohibited from disclosing or
providing such information by any contractual, legal or fiduciary
obligation; or

(iii) information that is developed independently by either Party.

2. SECOND PARTY shall maintain in confidence and shall not directly, indirectly or
otherwise disseminate, disclose or publish, or use for SECOND PARTY’s benefit or
for the benefit of any person, corporation or other entity any of the Information or
deliver to any person, corporation or other entity any document, record, computer
program or similar repository of or containing any of the Information, provided that:

a. SECOND PARTY may use any of the Information but only for the purpose of
evaluating the Project or only in connection with, and/or making decisions
relating to, the Project(s);

b. SECOND PARTY may disclose the Information but only

(i) to those of its employees or advisers (including, without limitation,

subsidiaries, affiliates and related companies, attorneys, accountants,
SECOND PARTYs, financial advisers, sureties and rating agencies)
directly connected with the analysis or evaluation of such Information
and with a need to know such Information, which employees and
advisors have been informed by SECOND PARTY of the confidential
nature of the transaction and have agreed to keep the Information
confidential and otherwise to act in accordance with the terms and
conditions of this Agreement; it being understood that SECOND
PARTY shall be responsible for any breach of this Agreement
committed by such employees and/or advisers; and

(ii) in response to a subpoena or other legal process or order of a

governmental authority; provided that SECOND PARTY, if legally
permitted, shall have given FIRST PARTY/TxxxPH Corporation the
earliest possible notice thereof and shall have made available to
FIRST PARTY/TxxxPH Corporation and its counsel the documents
and other information sought.

3. FIRST PARTY/Txxx shall maintain in confidence and shall not directly, indirectly or
otherwise disseminate, disclose or publish, or use for FIRST PARTY/Txxx’s benefit
or for the benefit of any person, corporation or other entity any of the Information or
deliver to any person, corporation or other entity any document, record, computer
program or similar repository of or containing any of the Information, provided that:

a. FIRST PARTY/TxxxPH Corporation may use any of the Information but only
for the purpose of evaluating SECOND PARTY in connection with, and/or
making decisions relating to, the Project(s);

b. FIRST PARTY/Txxx may disclose the Information but only

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(iii) to those of its employees or advisers (including, without limitation,

subsidiaries, affiliates and related companies, attorneys, accountants,
SECOND PARTYs, financial advisers, sureties and rating agencies)
directly connected with the analysis or evaluation of such Information
and with a need to know such Information, which employees and
advisors have been informed by FIRST PARTY/TxxxPH Corporation
of the confidential nature of the transaction and have agreed to keep
the Information confidential and otherwise to act in accordance with
the terms and conditions of this Agreement; it being understood that
FIRST PARTY/TxxxPH Corporation shall be responsible for any
breach of this Agreement committed by such employees and/or
advisers; and

(iv) in response to a subpoena or other legal process or order of a

governmental authority; provided that FIRST PARTY/TxxxPH
Corporation, if legally permitted, shall have given SECOND PARTY
the earliest possible notice thereof and shall have made available to
SECOND PARTY and its counsel the documents and other
information sought.

4. Upon the request of SECOND PARTY, FIRST PARTY/TxxxPH Corporation shall

return and cause its employees and advisers to return all the Information and/or the
materials containing the Information or destroy such Information or materials, and not
retain copies thereof. Upon the request of FIRST PARTY/TxxxPH Corporation,
SECOND PARTY shall return and cause its employees and advisers to return all the
Information and/or the materials containing the Information or destroy such
Information or materials, and not retain copies thereof.

5. No license or right is granted to SECOND PARTY or any third party, by operation of

law or otherwise, with respect to or under any patent application, patent, claims of
copyright or patent, or other proprietary right of SECOND PARTY with respect to the
Information or otherwise.

6. Except as otherwise expressly agreed by the parties, FIRST PARTY/TxxxPH

Corporation shall not be responsible or liable for any business or other decision
made by SECOND PARTY in reliance on disclosures made during meetings with
FIRST PARTY/TxxxPH Corporation.

7. The validity, interpretation and performance of this Agreement and any dispute
connected herewith shall be governed by and construed in accordance with the laws
of the Philippines and the parties hereby agree to submit to the jurisdiction of
Philippine courts located in Quezon City, Metro Manila, the Philippines.

8. The parties expressly agree and acknowledge that the confidentiality and non-
disclosure obligations of FIRST PARTY/TxxxPH Corporation and SECOND PARTY
under or pursuant to this Agreement shall subsist after the termination of this
Agreement unless earlier superseded by another agreement between the parties on
the same subject matter.

9. The failure of SECOND PARTY or FIRST PARTY/TxxxPH Corporation at any time or

times to require performance by the other party of any provision of this Agreement
shall not affect, in any way, the right of the other party to require performance of that
or any other provision and any waiver by the other party of any breach of this
Agreement shall not be construed as a waiver of any continuing or succeeding
breach of such provision or a waiver of any other right under this Agreement.

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10. This Agreement constitutes the full understanding of the parties with respect to the
subject matter hereof, the complete allocation of responsibilities between them and a
complete exclusive statement of the terms and conditions of their agreement. This
Agreement supersedes and cancels all other agreements, if any, whether written or
oral between the parties hereto relating to the disclosure and receipt of the
Information. No conditions, usage of trade, course of dealing or other performance,
understanding or agreement, purporting to modify, vary, explain or supplement the
terms and conditions of this Agreement shall be binding unless hereafter made in
writing and signed by the party to be bound. If any term or provision of this
Agreement or any application hereof shall be invalid or unenforceable, the remainder
of this Agreement or any application of such other terms or provisions shall not be
affected thereby. This Agreement shall become effective on the date hereof and be
effective for at least two (2) years. Thereafter this Agreement shall automatically
renew annually on the effective date unless terminated in writing by either party six
(6) months in advance of the effective date.

IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed
in the places and on the dates they respectively appeared before the Notary Public to
acknowledge this AGREEMENT.

FIRST PARTY / TxxxPH Corporation SECOND PARTY

By: By:

Mic C. Hrr Rxxx Bxxx

CEO Project Consultant

Rxxx S. Chxxx
General Manager

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