MUTUAL NON-DISCLOSURE AGREEMENT

and NON-CIRCUMVENTION AGREEMENT

This Confidentiality and Non-Disclosure and Non-Circumvention

Agreement (the “Agreement”) is made and entered into as of the ____ day of
____________ 2022 by and among:

________________________ a corporation with

______________________________________ or of legal age with postal
address at] hereinafter referred to as “Discloser Party”;

and

_______, ____________-, of legal age with postal address at ___________

hereinafter referred to as the “Recipient Party”;

Both of which may be referred to in this Agreement individually as the

“Party” or collectively as “Parties”.

WHEREAS, both Parties have in their possession valuable propriety or

confidential information about the Parties business, financial and technical
information, technology, know-how in involving possible transactions
(hereinafter “Transaction”) which is deemed to be Proprietary Information, as
defined herein below;

WHEREAS, both Parties desires to keep the Proprietary Information

confidential, despite a disclosure of Proprietary Information to the other party;

WHEREAS, each Party agrees not to directly or indirectly contact, deal

with transact, or otherwise be involved with any corporation, partnership,
proprietorships, trust, individuals, or other entities introduced by either Party
without the specific written permission of the introducing Party;

WHEREAS, each Party agree not to directly or indirectly circumvent,

avoid or bypass each other regarding any renewals, corporation, partnerships,
proprietorships, trusts, or other entities introduced by either Party.

NOW, THEREFORE, in order to preserve the confidential nature of the

Confidential Information (as defined below), the Parties hereto agree as follows:

1. “Confidential Information” as used in this Agreement shall mean all

non-public data, information and documents which is proprietary to
the Disclosing Party or designated as “Confidential Information” by
the Disclosing Party whether or not owned or developed by the
Disclosing Party, which is not generally known by the Receiving Party
or the Receiving Party’s personnel, and of which the receiving party
may obtain knowledge through or as a result of the relationship
established hereunder with the Disclosing Party, access to the
Disclosing Party’s premises, or communications with the Disclosing
Party’s Employees or independent proposes.

2. The Confidential Information shall be treated as confidential and shall

not be disclosed or made available by the Receiving Party to any third
parties, except to its Representatives, nor used for any purpose other
than the Transaction.

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3. “Proprietary Information” includes, but not limited to, whether
provided in writing, orally, electronically communicated through the
internet, physical or visual form;

(a) Plans, specification, design and layout shared or seen during cite
visits by either party;
(b) Technical know-how, methods, techniques and recipes;
(c) Specification and details of machineries and equipment to be used;
(d) Possible market and clients;
(e) Service fee/s;
(f) List of current affiliates or business partners;
(g) Market date & forecasts provided;
(h) Data processing and procedures;
(i) Computer systems/programs;
(j) Statistical data;
(k) Methods of operation;
(l) Trade secrets;
(m) Business and Marketing plans and/or strategies;
(n) Business and Marketing plans and/or strategies;
(o) The fact that the Proprietary Information has been disclosed to
Recipient;
(p) The fact that the Parties are discussing a possible business
relationship and/or acquisition;
(q) The status of the Parties’ discussions; and
(r) Any information relating to ownership and control of the Parties’
business; provided, further, that “Proprietary Information’ does not
include any information which is generally available to or known by
the public at the time of its disclosure to the Recipient or which
becomes generally available to or known by the public after its
disclosure to the Recipient, which the Recipient obtains on a non-
confidential basis from a source other than the Disclosed, or which
Recipient independently develops or acquires without violations this
Agreement or the spirit of the Agreement.

4. The Receiving Party agrees to maintain the confidentiality of all of the

Confidential Information and not to utilize it in any manner except for
the particular purpose specified above.

5. “Representatives” as used in this Agreement shall include directors,

officers, employees, auditors, counsels, affiliates, consultants and
professional advisors and other authorized agents of the Receiving
Party. The Receiving Party may disclose the Confidential Information
without the Disclosing Party’s prior written consent to
Representatives, provided, however, that prior to receipt by
Representatives of the Confidential Information, the Receiving Parties
shall inform such Representatives of the obligation of non-disclosure
pursuant to this Agreement.

6. Non-disclosure Obligations. Recipient promises and agrees to receive

and hold the Confidential Information in confidence. Without
limiting the generality of the foregoing, Recipient further promises
and agrees:

a) To protect and safeguard the Confidential Information

against unauthorized use, publication, disclosure, alteration, trans-
fer, or destruction;

b) Not to use the Confidential Information or any part thereof

except pursuant to the Project;

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 c) Not to, directly or indirectly, in any way, access, reveal, re-
port, publish, disclose, change, transfer, destroy, or otherwise use
the Confidential Information or any part thereof except with the
prior written consent of the Discloser;

d) Not to use, sell or exploit, or aid, encourage or allow any

other person, business or entity to use, sell or exploit, the Confiden-
tial Information or any part thereof;

e) Not to use the Confidential Information or any part thereof

to compete with Discloser or to obtain unfair advantage vis-à-vis
Discloser in any commercial activity which may be comparable to
the commercial activities contemplated by the Discloser;

f) To restrict access to the Confidential Information to those of

its officers, directors, employees and agents who clearly need to
know such information for purposes of the Project;

g) To advise each of the persons to whom it provides access to

any of the Confidential Information, that such persons are strictly
prohibited from using, publishing or otherwise disclosing to others,
or permitting others to use for their benefit or to the detriment of
Discloser, any of the Confidential Information and, upon request of
Discloser, to provide Discloser with a copy of a written agreement
to that effect signed by such persons;

h) To, in any event, assume liability for the failure of its offi-
cers, directors, employees and agents to comply with the terms and
provisions of this Agreement;

i) Not to reproduce of make any copies of the Confidential In-

formation except with the prior written consent of the Discloser;

j) To undertake appropriate security measures to protect unau-

thorized use, access, disclosure, transfer, publication, alteration,
and destruction, and to comply with any other reasonable security
measures requested in writing by Discloser;

k) To immediately inform Discloser of any breach or attempted

breach and undertake remedial action; and

l) To comply with all applicable laws and regulations regard-

ing the handling of confidential information.

7. Notwithstanding any other provisions of this Agreement to the

contrary, it is understood and agreed that the Receiving Party’s
obligations of non-disclosure hereunder shall not apply to any
Confidential Information which:

(a) is in the public domain at the time of disclosure;

(b) becomes part of the public domain by publication or

otherwise after disclosure, through no fault of the Receiving Party
or any of its Representatives hereunder;

(c) was in the possession of the Receiving Party or any of its

Representatives at the time of disclosure and to the Receiving
Party’s knowledge, was not acquired, directly or indirectly, from
the Disclosing Party;

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 (d) has been or is now or later furnished or made known to the
Receiving Party by third parties without restriction on disclosure;
or

(e) is required by law, legal process, any governmental or other

regulatory body or any exchange to be disclosed by the Receiving
Party or any of its Representatives.

8. If the Receiving Party do not participate in the Transaction and upon

written demand by the Disclosing Party, the Receiving Party shall:

(a) return any and all written Confidential Information received

from the Disclosing Party; and

(b) destroy or permanently erase any and all copies or

reproductions, of the Confidential Information except if contained
in any computer record or file which has been created by or
pursuant to any automatic electronic archiving system or IT back-
up procedure.

9. Non-Circumvention clause – Recipient agrees that during the terms of

this Agreement not to directly or indirectly contact, deal with,
transact, or otherwise be involved with any corporation, partnership,
proprietorship, trust, individuals, or other entities introduced by the
Discloser Party without the specific written permission of the latter.

Each Party agrees not to directly or indirectly circumvent, avoid or

bypass each other regarding any renewals, corporation partnerships,
proprietorship, trust, or other entities introduced by either Party.

10. The Receiving Party agrees to indemnify and hold the Disclosing
Party harmless from any actual and documented losses, costs or
expenses, including reasonable legal fees and expenses incurred as a
result of any breach by the Receiving Party or its Representatives of
this Agreement.

11. Nothing in this Agreement shall be construed as imposing any

undertaking or obligation on the Receiving Party to participate in the
Transaction; nor as an expression of any representation or warranty
by the Receiving Party to deal with the Disclosing Party; nor to invest
in the Disclosing Party or otherwise.

12. The validity, performance, construction, and effect of this Agreement

shall be governed by Philippine law. Each of the Parties may seek
injunctive relief from a court of competent jurisdiction to prevent a
breach of this Agreement.

13. The Parties consent that any dispute or difference between the Parties
arising out of or in the interpretation of the provisions of or in
connection with this Agreement (each a "Dispute") which cannot be
settled amicably between the parties or by a professional mediator
within sixty (60) days after either Party requests mediation, shall be
referred to and finally settled exclusively by arbitration under the
Arbitration Rules of the Philippines.

14. Arbitration shall, unless otherwise agreed by the parties, be conducted

in the Philippines. Arbitration shall be conducted by one (1) arbitrator,
chosen by mutual agreement of the Parties. The Party seeking

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 arbitration shall, by written notice to the other Party, nominate one (1)
or more arbitrators for the consideration of the other Party. If within
thirty (30) days after receipt of such notice and good faith discussions
between the Parties regarding the choice of the arbitrator, the Parties
do not agree on the arbitrator to conduct the arbitration, then
arbitration shall be conducted by a panel of three (3) arbitrators. Two
(2) of the arbitrators shall be chosen by each Party, and the third shall
be chosen by the arbitrators selected by the Parties.

15. No arbitrator appointed pursuant to this Agreement shall be a past or

present officer, director, shareholder, employee or agent of any Party.

16. Each Party hereby agrees to be bound by any final decision or award
of any arbitrator(s) duly appointed under this Agreement. Such
decision or award may be enforced by judgment of a competent court
having jurisdiction over the subject matter.

17. This Agreement constitutes the entire agreement between the Parties
as to the subject matter hereof. No representations have been made by
any of the parties except as are specifically set forth herein. No rights
and obligations other than those expressly recited herein are to be
implied from this Agreement. Any amendments to this Agreement
shall not be binding unless it is in writing and signed by the Parties.

18. This Agreement shall terminate automatically on the date that the
Receiving Party enters into a further agreement with the Disclosing
Party which contains provisions relating to the non-disclosure of
Confidential Information. Unless earlier terminated under the
preceding sentence, all obligations set forth in this Agreement shall
terminate one year after the date of this Agreement. The Receiving
Party’s obligations under this Agreement with respect to the
Confidential Information of the Disclosing Party shall survive the
termination of this Agreement and shall be binding upon the
Receiving Party’s heirs, successors and assigns for a period of ten (10)
years from the date of termination hereof.

19. Non-Solicitation. During the Term of this Agreement and within two
years after the termination of this Agreement, Recipient shall not:

a) solicit, induce, persuade, employ, or assist in the solicitation,

inducement, persuasion or employment of, any person employed
by the Discloser to leave the employ of or terminate such person's
relationship with the Discloser, in order to engage in or be em-
ployed in any business that competes or intends to compete, di-
rectly or indirectly, with Discloser's business; or

b) solicit, induce, persuade, or assist in the solicitation, induce-

ment, persuasion of, any customer or client of the Discloser to cease
doing business in whole or in part with the Discloser.

IN WITNESS WHEREOF, the authorized representatives of the Parties

hereto have executed this Agreement on the day and year first written above.

SIGNED FOR AND ON BEHALF OF:

_________________________
By:
By:

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 NAME NAME
POSITION POSITION

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

)S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction this ___ day of
_________ 2022, personally appeared the following persons with their respective government
issued identification cards as competent evidence of identity:

NAME ID NO. PLACE ISSUED

All known to me and to me known to be the same person who executed the foregoing
Mutual Non-disclosure and Non-circum Agreement and acknowledged to me that the same
represents their own voluntary act and deed of the entities they represent.

This instrument consist of Six (6) pages, including this page on which this acknowledge
is written, was duly signed by the parties and their instrumental witnesses.

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

NOTARY PUBLIC

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2022