NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is entered between:

“COMPANY NAME”, a corporation organized under the laws

of the Republic of the Philippines, with principal office
address at _______________________________________________________,
represented by its President and Chief Executive Officer,
__________________________________ (the “Disclosing Party”)

and

(Name of Company), a corporation organized under the laws

of the Republic of the Philippines, with principal office
address at (Complete Address), represented by its
(Position), (Name of Representative), (the “Receiving
Party”)

(DISCLOSER and RECIPIENT each also called a “Party” and

collectively as “Parties”)

WITNESSETH

WHEREAS, the Disclosing Party possesses certain non-public Confidential

Information (as hereinafter defined) and Trade Secret Information (as hereinafter
defined) (collectively "Proprietary Information") regarding its business operations
and development;

WHEREAS, the Parties agree that the Proprietary Information is secret and
valuable to the Disclosing Party;

WHEREAS, the Parties may enter or have entered into a business

relationship (the "Business Relationship"), specifically a new or contemplated
partnership, through which the Receiving Party will have access to the
Proprietary Information;

WHEREAS, the Disclosing Party desires to maintain the secret and private
nature of any Proprietary Information given to the Receiving Party;

WHEREAS, the Recipient warrants to prevent disclosure of confidential

information by its officers, employees, and/or any persons working on its behalf
and to be liable for any penalties and damages resulting from such disclosure.

NOW THEREFORE, for and in consideration of the covenants and

promises contained in this Agreement, the Parties agree as follows:

I. TERM

The obligation with regard to any Confidential Information disclosed under

the Agreement will begin on the [Effective Date] and continue for the
whole duration of the contract and two (2) years thereafter.

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II. CONFIDENTIAL INFORMATION

(a) Confidential Information means any information the Disclosing

Party discloses to the Receiving Party during or in connection with
a transaction or possible transaction between the Parties, in any
manner such as but not limited to written, oral, visual, audio, by
inspection of tangible objects, those produced by electronic media
or through any other means, including without limitation source
code, documentation, marketing plans, employee names,
subcontractor names, agent names or independent contractor
names, business, business plans, business processes, operations,
programs, plans, processes, products, equipment, customer names,
customer list, customer data, suppliers, properties, proprietary
rights, investments, know-how, trademarks, skills and expertise,
cost structure, technologies, financial information, and financial
analyses of the Disclosing Party (the "Confidential Information").

(b) Confidential Information also includes any information marked or

identified as confidential or proprietary by the Disclosing Party.
Trade Secret Information is considered Confidential Information
under this Agreement.

III. NO DISCLOSURE OF CONFIDENTIAL INFORMATION

(a) The Receiving Party will hold in strictest confidence all Confidential
Information and will protect the Confidential Information from
disclosure except as specifically permitted herein.

(b) The Receiving Party will not use such Confidential Information for
any purpose which may be considered unauthorized and in breach
of the Agreement.

(c) The Receiving Party further agrees not to, without the Disclosing
Party's prior written consent, disclose any Confidential Information
to any person or use any Confidential Information to secure a
competitive or commercial advantage over the Disclosing Party or in
any way which is likely to be detrimental to the Disclosing Party's
businesses.

(d) The Receiving Party will immediately notify the Disclosing Party of
any unauthorized use or disclosure of the Confidential Information.

(e) Notwithstanding the preceding paragraph, the Receiving Party will

disclose the Disclosing Party's Confidential Information only to its
officers, employees, agents, legal counsel, accountants, and
consultants (the "Representatives") who will fully comply with the
Agreement and only to the extent necessary. The Receiving Party will
be responsible for any breach of the Agreement by its
Representatives.

(f) The Receiving Party will use the same degree of care that it uses to
protect its own confidential information of a similar nature, but no
less than a reasonable degree of care, to prevent unauthorized use
or disclosure of the Confidential Information.

(g) The Receiving Party will not reproduce, reverse engineer,

disassemble or recompile any prototypes, software or other tangible
objects, duplicate or develop any business processes similar or

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 substantially similar which embody the Disclosing Party's
Confidential Information and which are provided to the Receiving
Party hereunder, except as reasonably necessary for the purpose of
the Agreement.

IV. USE OF CONFIDENTIAL INFORMATION

The Receiving Party agrees that the Disclosing Party's purpose in

disclosing the Confidential Information to the Receiving Party includes but
is not limited to the following:

(a) Provide the Disclosing Party's proprietary rates of its services

specifically applicable to the recipient, as well as the list of Third-
Party Partners of the Disclosing Party whose services are made
available to the Receiving Party through the Disclosing Party.

(b) Provide the Disclosing Party's proprietary information concerning

customers, finances, and data, any business practices, or policies,
terms of agreement between the parties whose information are made
available to the Receiving Party through the Disclosing Party.

V. NO REPRESENTATION ON THE CONFIDENTIAL INFORMATION

The Receiving Party agrees that the Disclosing Party neither makes any
representation nor gives any warranty, either express or implied, nor
assumes responsibility or liability for the contents, authenticity, origin,
validity, accuracy, or completeness of the Confidential Information, the
reasonableness of any assumption contained in it, or any errors or
omissions in the Confidential Information.

VI. NO JOINT VENTURE OR PARTNERSHIP

Nothing in the Agreement will be deemed to constitute a joint venture or

partnership, or any other agreement, business, financial, or otherwise,
between the Parties hereto. The Agreement does not obligate either Party
to enter into any other agreements or relationships whatsoever.

VII. NO LICENSE

Nothing in the Agreement is intended to grant any rights to the Receiving

Party under any patent, trademark, copyright, or any other intellectual
property rights of the Disclosing Party, nor will the Agreement grant the
Receiving Party any rights in the Confidential Information except as
expressly set forth herein.

VIII. REMEDIES

Both parties acknowledge that the Confidential Information to be disclosed

hereunder is of a unique and valuable character, and that the damages
caused by unauthorized dissemination of the Confidential Information
would be impossible to calculate. Therefore, both parties hereby agree that
the Disclosing Party shall be entitled to injunctive relief preventing the
dissemination of any Confidential Information in violation of the terms
hereof. Such injunctive relief shall be in addition to any other remedies
available hereunder whether at law or in equity including damages.

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Disclosing Party shall be entitled to recover its costs and fees, including
reasonable attorneys’ fees incurred in obtaining any such relief. Further,
in the event of litigation relating to this Agreement, the prevailing party
shall be entitled to recover its reasonable attorney’s fees and expenses.

In addition to any injunction, the Disclosing Party is entitled an amount

of Php Five Million Pesos (Php5,000,000.00) as penalty should the
Receiving Party, its officers, employees, or any person working on its behalf
divulge the confidential information covered by this Agreement, in addition
to such amount of damages, as may be granted by courts.

IX. RECIPIENT INFORMATION

The Disclosing Party does not wish to receive any Confidential Information
from the Receiving Party, and the Disclosing Party assumes no obligation,
either express or implied, with respect to any information the Receiving
Party discloses.

X. MISCELLANEOUS PROVISIONS

(a) This Agreement constitutes the entire understanding between the

parties and supersedes any and all prior or contemporaneous
understandings and agreements, whether oral or written, between
the parties, with respect to the subject matter hereof. This
Agreement can only be modified by a written amendment signed by
the party against whom enforcement of such modification is sought.

(b) Any failure by either party to enforce the other party’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.

(c) This Agreement is personal in nature, and neither party may directly
or indirectly assign or transfer it by operation of law or otherwise
without the prior written consent of the other party. All obligations
contained in this Agreement shall extend to and be binding upon
the parties to this Agreement and their respective successors,
assigns and designees.

XI. GOVERNING LAW

The validity, performance, construction, and effect of this Agreement shall

be governed by and construed in accordance with the laws of the Republic
of the Philippines. Each of the Parties may seek injunctive relief from the
court of competent jurisdiction to prevent beach of this Agreement.

IN WITNESS WHEREOF, the Parties have set their signatures this

in , Philippines.

__________________________________
Position
Disclosing Party

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 Receiving Party

SIGNED IN THE PRESENCE OF:

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

BEFORE ME, a Notary Public, for and in the , this

personally appeared the following persons:

Name ID Valid Until

All known to me and to me known to be the same persons who executed the
foregoing Non-Disclosure Agreement consisting of five (5) pages, including this
page where the Acknowledgement is written, and they acknowledged to me that
the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the day and place first written above.

Doc. No.
Page No.
Book No.
Series of 2023

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