NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is

made and entered into at Mandaluyong City, Metro Manila, Philippines, effective as of
_______________ (the “Effective Date”), by and between:

EAGLE CEMENT CORPORATION (“Disclosing Party”), a corporation

duly organized and existing under the laws of the Philippines, with principal
office address at 153 EDSA, Barangay Wack-Wack, Mandaluyong City,
represented herein by its General Manager & COO, MANNY C. TENG;

and

___________________(“Recipient), a corporation duly organized and

existing under the laws of the Republic of the Philippines, with principal
office address at ____________________________, represented herein by its
__________________, ___________________.

WHEREAS:

Disclosing Party is a manufacturer and supplier of cement products;

Recipient is a ___________________________________________________.

Disclosing Party has accepted the offer of Recipient to provide

____________________________ (“Services”).

NOW THEREFORE, for and in consideration of the foregoing premises and of the
mutual covenants contained herein, the Parties hereby agree as follows:

1. Purpose. The Parties wish to enter into an agreement whereby Disclosing Party
needs to disclose confidential trade information to Recipient in relation to the
____________________ that will be provided. This Agreement sets out the respective
obligations of the Parties with respect to Confidential Information which Recipient may
receive from Disclosing Party.

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

Information means any non-public operational, administrative, business, financial or
technical information, data, or know-how, in whatever medium disclosed, relating to the
Disclosing Party’s operations, business and/or services, including but not limited to,
designs, technology, technical documentation, product or service specifications or
strategies, business plans and performance results for past, present or future activities,
marketing plans and strategies, sales estimates, pricing information, financial information
or projections, information relating to existing, previous and potential suppliers, customers

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and contracts, load profile data, and other information that is either proprietary to the
Disclosing Party or which is maintained as confidential and non-public. Confidential
Information includes original information supplied by the Disclosing Party, as well as
copies thereof.

Notwithstanding anything in the foregoing to the contrary, Confidential

Information does not include information, data or know-how which the Recipient can
demonstrate that was: (i) independently developed by the Recipient without any use of
the Disclosing Party’s Confidential Information or by the Recipient’s employees or other
agents (or independent contractors hired by the Recipient) who have not been exposed
to the Disclosing Party’s Confidential Information; (ii) known to the Recipient, without
restriction, from a source other than the Disclosing Party, that had no duty of
confidentiality to the Disclosing Party with respect to such information; (iii) in the public
domain at the time it was disclosed or in the public domain through no act or omission
of the Recipient; (iv) rightfully known to the Recipient, without restriction, at the time of
disclosure; or (v) required to be disclosed in a judicial or administrative proceeding, or
was otherwise requested or required to be disclosed by law or regulation.

3. Treatment of Confidential Information. The Recipient agrees not to use the

Confidential Information disclosed to it by the Disclosing Party for the Recipient’s own use
or for any purpose except for evaluation of, and to carry out discussions concerning, and
the undertaking of, the Purpose. The Recipient shall not disclose any Confidential
Information of the Disclosing Party to third parties except to its directors, officers,
employees, consultants and agents who are required to have such information in order
to carry out such discussions and on a need to know basis, and provided that such
persons have been previously identified in a written notice to the Disclosing Party. The
Recipient represents that it has had, or shall have, those directors, officers, employees,
consultants and agents to whom Confidential Information of the Disclosing Party is
disclosed or who have access to Confidential Information of the Disclosing Party sign a
non-disclosure agreement substantially similar in content to this Agreement. The
Recipient shall take all reasonable measures (i) to protect the secrecy of and avoid
disclosure or unauthorized use of Confidential Information of the Disclosing Party, and (ii)
to prevent such Confidential Information from falling into the public domain or the
possession of persons other than those persons authorized hereunder to have such
information. Such measures shall include using the highest degree of care that the
Recipient uses to protect its own Confidential Information of a similar nature. The
Recipient agrees to notify the Disclosing Party in writing of any misuse or misappropriation
of the Disclosing Party's Confidential Information which may come to Recipient’s
attention.

5. Ownership of Confidential Information. Disclosing Party shall have exclusive,

propriety, and legal ownership of the Confidential Information, including all reports and
documents (“Deliverables”) that Recipient shall prepare in connection with its
performance of the Services. The Deliverables, or any portion thereof, shall form part of
the Confidential information, as discussed and defined in this Agreement, and shall not

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be published, disclosed to any third party, or referenced in another document, without
the prior written consent of Disclosing Party.

6. No License. This Agreement does not grant Recipient any title, license, ownership
or right or interest with respect to the Confidential Information of Disclosing Party.

7. Limited Reproduction. The Recipient will not copy or reproduce the Confidential
Information except as reasonably required for the purposes contemplated in this
Agreement and will ensure that notices on the confidentiality are indicated in any copies
made of the Confidential Information.

8. Return of Confidential Information. Confidential Information shall be returned to

Disclosing Party or destroyed by the Recipient within thirty (30) days after the decision of
the Parties not to enter into a business relationship or any definitive agreement on the
Services. A senior officer of Recipient, if requested by Disclosing Party in writing, shall
certify, on behalf of the Recipient, that such Confidential Information has been returned
or destroyed.

9. Notice of Breach. Recipient shall notify Disclosing Party in writing immediately upon
discovery of any unauthorized use or disclosure of Confidential Information and will
cooperate with efforts by Disclosing Party to help Disclosing Party regain possession of
Confidential Information and prevent its further unauthorized use.

10. Remedies. The Parties acknowledge that failure on the part of Recipient Party to
abide by this Agreement may cause irreparable harm to Disclosing Party and would
diminish the value of the Confidential Information for which damages will not be an
adequate remedy. Accordingly, Disclosing Party shall have the right to seek injunctive
relief to prevent any further violation of this Agreement. Such injunctive relief shall be in
addition to any other remedies available under the law. 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.

11. Term. This Agreement shall remain effective for a period beginning on the Effective
Date and ending after termination of the transaction/Services contemplated in this
Agreement (the “Term”). Notwithstanding the foregoing, and as provided otherwise in
this Agreement, the Parties’ duty to hold in confidence the Confidential Information that
was disclosed during the Term shall remain in effect indefinitely.

12. No Binding Agreement to Enter into A Relationship. Nothing in this Agreement shall
be construed as obligating either Party to continue any discussions or to enter into a
business relationship. The Parties further acknowledge and agree that they each reserve
the right, in their sole and absolute discretion, to reject any and all proposals and to
terminate discussions and negotiations at any time. This Agreement does not create a
joint venture or partnership between the Parties. If a business relationship is established,
the non-disclosure provisions of any applicable document or agreement entered into

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between the Parties shall supersede this Agreement. In the event such provision is not
provided for in said documents, this Agreement shall subsist.

13. No Representations or Warranties. Each of the Parties acknowledges that the other
makes no representation or warranty, express or implied, as to the accuracy or
completeness of the Confidential Information, and that the Confidential Information is
not a substitute, in whole or in part, for an independent evaluation of the transactions
relating thereto. Further, neither Party is under any obligation under this Agreement to
disclose any Confidential Information it chooses not to disclose.

14. Data Privacy. The Recipient acknowledges that during the term of this Agreement,
it may receive or have access to Personal Information of the personnel, officers,
stockholders and/or directors of the Disclosing Party. To the extent that the Recipient
acquires, collects, discloses, uses or processes in any manner any such Personal
Information, it warrants and agrees that it shall (i) keep and maintain all Personal
Information in strict confidence and with utmost care to avoid unauthorized access, use
or disclosure; (ii) comply with all Data Privacy laws and other applicable enactments,
regulations, orders and standards; (iii) process such personal data only to the extent and
in such a manner as is necessary for the purpose of fulfilling its obligations under the
Contract and not to use, share, distribute or otherwise disclose or make available the
Personal Information for its purpose or for the benefit of anyone, and in all cases, without
the consent of the Disclosing Party and the concerned persons; and (iv) not disclose in
any manner Personal Information to any person other than its authorized persons, without
the consent of the Disclosing Party and the concerned persons, unless required by law,
order, court or any government authority. If at any time during the term of this
Agreement or upon the termination or expiration of this Agreement, the Personal
Information ceases to be required or necessary for purposes of the Agreement, the
Recipient shall promptly return, destroy, remove or otherwise dispose all copies of such
Personal Information in its possession or control, as requested or as necessary.

15. Miscellaneous Provisions.

a. The receipt of Confidential Information pursuant to this Agreement will not

prevent or in any way limit either Party from providing products or services to others
who compete with the other Party.

b. This Agreement constitutes the complete 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 both Parties.

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 c. Should any provision of this Agreement be held invalid by any competent
court, the same shall apply only to the provision involved and the remainder
hereof shall remain valid and enforceable.

d. Any delay or leniency by a Party in the exercise or enforcement, in whole

or in part, of any right, remedy, or duty provided in this Agreement shall not
constitute a waiver of its right to subsequently enforce such provision or any other
provision of this Agreement.

e. All notices or other communications required or permitted to be given

under this Agreement shall be given in writing and shall be delivered in person or
sent by registered mail to the respective addresses of the Parties as herein
indicated. Provided that, notice is deemed delivered when the same is received
by the pertinent Party’s authorized representative/s.

f. The descriptive heading of the various articles and sections of this

Agreement have been inserted for convenience or reference only and are not
controlling in the interpretation or construction of this Agreement.

g. This Agreement may not be assigned or transferred without the prior written
consent of the other Party, which consent will not be unreasonably withheld. All
obligations contained in this Agreement shall extend to and be binding upon the
Parties to this Agreement and their respective successors, heirs or assigns.
h. This Agreement shall be governed, construed and enforced in accordance
with the laws and applicable rules and regulations of the Republic of the
Philippines.

i. In case of suit arising out of this Agreement, the Parties agree that the venue
shall be in the proper courts of Mandaluyong City, Metro Manila, Philippines to the
exclusion of all other courts.

IN WITNESS WHEREOF, the Parties hereto have affixed their signatures on the date
and at the place first written above.

EAGLE CEMENT CORPORATION ____________________

By: By:

MANNY C. TENG ____________________

General Manager & COO ____________________

Signed in the presence of:

_______________________ _______________________
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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ______________ ) S.S.

BEFORE ME, a Notary Public for and in the City of ______________, this ___ day of
_____________ 2018, personally appeared:

Name Competent Evidence of Identity Expiry Date

Manny C. Teng Passport No. EC 3654556 12 Mar 2015/NCR East

Known to me to be same persons who executed the foregoing Non-Disclosure and

Confidentiality Agreement and acknowledged to me that the same is their free and
voluntary act and deed as well as that of the entities they represent.

This document consisting of six (6) pages including this page wherein this
acknowledgment is written has been signed by the Parties and their witnesses on each
and every page thereof.

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

NOTARY PUBLIC
Doc. No. _____;
Page No. _____;
Book No._____;
Series of 2018.

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