MUTUAL NON-DISCLOSURE AND

CONFIDENTIALITY AGREEMENT

This Mutual Non-Disclosure and Confidentiality Agreement (the “Agreement”) made this
___ day of ________, at___________, by and between:

___________., a corporation duly organized and existing

under and by virtue of the laws of the Republic of the
Philippines, with principal place of business at (Address),
represented in this act by its (Position), (complete Name), and
hereinafter referred to as “_____.,”;

- and -

UNITY DIGITAL INFRASTRUCTURE INC. a corporation duly

organized and existing under and by virtue of the laws of the
Republic of the Philippines, with principal place of business at
Aboitiz Corporate Center, Governor Manuel A. Cuenco
Avenue, Kasambagan, Cebu City, represented in this act by its
Chief Executive Officer, Robin Patrick R. Sarmiento, and
hereinafter referred to as “Unity”;

Each of (company name) and Unity shall be individually

referred to as a “Party” and collectively as the “Parties” in this
Agreement.

WITNESSETH: That-

WHEREAS, the Parties have entered into discussions with a view towards the possibility of
providing service for Environmental Consultancy for Unity ("the Project");

WHEREAS, the Parties have agreed to cooperate and exchange Confidential Information (as
hereinafter defined) for carrying out the Project, on the basis that the confidentiality of that
information is, to the extent reasonably possible, at all times preserved by the Party
receiving it and otherwise on the terms and conditions set out in this Agreement;

WHEREAS, for this purpose, the Parties have agreed to give each other access to their
respective Confidential Information;

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained

herein, the Parties hereto agree as follows:

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1. Terms and Conditions

1.1. In this Agreement, unless the context otherwise requires:

a. “Affiliate” shall mean, with respect to any Person, (a) any other Person that is
directly or indirectly controlled by, under common control with or controls
such Person; or (b) any other Person owning beneficially or controlling more
than 50% of the voting stock or of the partnership or other ownership
interests of such Person.

b. "Agreement" means this Mutual Non-Disclosure and Confidentiality

Agreement.

c. "Confidential Information" means:

i. All information, in any form (in written, oral or electronic form), which
is disclosed or furnished by the Disclosing Party to the Recipient,
including but not limited to discoveries, ideas, concepts, computer
software in various stages of development, designs, drawings,
specifications, techniques, models, data, source codes, object codes,
documentation, diagrams, flow charts, research, development,
processes, procedures, “know-how”, strategic, tactical and
negotiating information, proposed projects, any proprietary
information, proposed contracts, their respective terms and
conditions, and any negotiations, arrangements, or matters relating
thereto, information supporting litigation or administrative
proceedings, computational methodologies and decisional analysis,
client lists and databases, trade secrets and business prospects, any
and all business, financial, technical, marketing, operational,
organizational, commercial, or other information, including
information which the Disclosing Party obtains from another party
and which it treats as proprietary or confidential relating to the
Disclosing Party, and all notes, analyses, compilations, studies or
other documents prepared by the Disclosing Party which contain or
refer to such information;

ii. All information which the Disclosing Party or any of its advisors,
agents, officers or employees disclose to the Recipient relating to the
business of the Disclosing Party, whether by way of oral explanation
or by making available files, company records, contracts, books of
account or other information connected with the Disclosing Party's
business or affairs;

iii. The contents or existence of the Project or discussions or negotiations

related to the Project and the fact that the Recipient will receive or
has received Confidential Information or that the Disclosing Party has
disclosed or will disclose Confidential Information; and

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 iv. Any copies of the information described above or of any document
derived from that information, whether or not such information is
conspicuously marked as confidential.

i) All Personal Information and Sensitive Personal Information as

defined in Republic Act No. 10173, or the Data Privacy Act of
2012, and its implementing rules and regulations, pertaining
to each Party’s directors, officers, team leaders, employees,
agents, professional advisers, customers, or pertaining to any
third party (collectively as “Personal Data”), which is furnished
by the Disclosing Party to the Recipient shall likewise be
Confidential Information.

Without limitation of the definition above provided, documents will

be considered confidential if they are marked with a restrictive legend
or they are clearly recognizable as confidential information to a
prudent person with no special knowledge of the Parties’ industry.

v. “Dispute” shall mean any and all controversies or claims arising out of
or in connection with the interpretation or application of the
provisions of this Agreement, including the breach, termination or
invalidity thereof.

vi. “Indemnified Party” shall mean the Party entitled to receive

indemnities from the Indemnifying Party pursuant to this Agreement;

vii. “Indemnifying Party” shall mean the Party required to indemnify the
other Party as a result of such Indemnifying Party’s breach of this
Agreement.

viii. “Person” means any natural person, corporation, limited partnership,

general partnership, joint stock company, joint venture, association,
company, trust, bank, trust company and any other organization,
whether or not a legal entity, and any government and any agency or
political subdivision thereof.

ix. “Representative” shall mean, in respect of a Party, its directors,

officers, employees, consultants, professional advisers, agents or
subcontractors.

1.2. Confidential Information shall not include information that:

a. at the time of disclosure is in the public domain lawfully, and not as a result
of breach by any Party of any confidentiality obligation similar to, or forming
part of, this Agreement;

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 b. was available to, and legally and properly obtained by, the Recipient (as
hereinafter defined in Clause 1.3 hereafter), in a manner not involving any
breach of confidentiality under this or any other agreement, from any source
other than the Disclosing Party (as hereinafter defined in Clause 1.3
hereafter), and the Recipient was and is free of obligation to keep it
confidential;

c. has been independently acquired or developed by the Recipient or otherwise

lawfully obtained by it, without violation of either the letter or the spirit of
this Agreement and without the use of any Confidential Information;

d. was in the Recipient’s possession prior to its being furnished to the Recipient
under the terms of this Agreement, provided, the source of that Confidential
Information was not known by the Recipient to be bound by a confidentiality
agreement with, or other obligation of confidentiality to, the Disclosing Party;
and provided further, that such can be substantiated by written records;

e. is expressly released in writing from the obligations of confidentiality

imposed by this Agreement by the Disclosing Party; or

f. is required to be disclosed pursuant to any applicable law, regulation, judicial

or administrative order or decree, or request by other regulatory
organization having authority pursuant to the law, or required by the rules of
any relevant stock exchange; provided however, that in all such cases, the
Recipient shall first have given prior notice to the Disclosing Party and shall
cooperate with the Disclosing Party in reasonable efforts to protect such
Confidential Information, including by way of obtaining a protective order
requiring that Confidential Information not be disclosed.

Any Party asserting that information is not Confidential Information by virtue of any
of the foregoing shall have the burden of proof on such issue.

1.3. In this Agreement, the term "Disclosing Party" shall refer to the Party, its
Representatives, Affiliates, and/or any other person on its behalf, that discloses
Confidential Information to the other Party, and the term "Recipient" shall refer to
the Party, its Representatives, Affiliates and/or any other person on its behalf that
receives Confidential Information. Accordingly:

a. The Parties may be both the Recipient and the Disclosing Party; and

b. The covenants expressed to be performed by the Recipient shall bind the

Parties in their capacity as the Recipient, and the covenants expressed to be
performed by the Disclosing Party shall bind the Parties in their capacity as
the Disclosing Party.

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2. Obligations of the Parties

2.1. Each of the Parties shall not disclose any Confidential Information, and shall hold and
maintain such information in strictest confidence. In consideration of the disclosure
of Confidential Information by the Disclosing Party:

a. The Recipient shall use the Confidential Information received solely for the
furtherance of the Project, and shall limit access to such Confidential
Information solely to its Representatives with a bona fide need to know such
Confidential Information, but only to the extent necessary to evaluate or
carry out the Project. Any such Representative shall be required by the
Recipient to enter into a confidentiality undertaking on the same terms and
conditions as set out in Annex A of this Agreement. The Recipient shall be
jointly and severally responsible for any breach of the terms of this
Agreement by its Representatives or Affiliates for any damage resulting from
the disclosure or consequent unauthorized use of the Confidential
Information;

b. The Recipient shall take strict precautions to maintain the confidentiality of

the Confidential Information received for a period of two (2) years from the
date of the termination of this Agreement, and take appropriate action, by
instruction, agreement or otherwise, with any person permitted access to the
Confidential Information received, to ensure that the Recipient will be able to
satisfy its obligation under this Agreement. However, the confidentiality of
the Personal Data shall be maintained despite the termination of this
Agreement and any further processing of the Personal Data shall be
compliant with the requirements of Republic Act No. 10173, or the Data
Privacy Act of 2012, and its implementing rules and regulations;

c. The Recipient shall refrain from copying or disclosing the Confidential

Information received, except as expressly permitted in this Agreement;

d. The Recipient, upon the written notice of the Disclosing Party, or after the
Recipient’s need for such Confidential Information has expired, or Recipient
ceases to have an active interest in the Project, or upon termination of this
Agreement, shall promptly return any and all copies, records, summaries,
excerpts, extracts, notes, and other written, printed or other tangible
materials, on any media, pertaining to or containing such Confidential
Information; provided that, if the return of such copies, records, notes, and
other written, printed or other tangible materials is impracticable or is not
possible despite the diligent efforts of the Recipient, then destruction of the
materials may be carried out after prior written notice to the Disclosing Party.
The Recipient shall then warrant that it has either returned and exercised all
reasonable efforts to return the Confidential Information to the Disclosing
Party or has destroyed the Confidential Information in its possession. The
Recipient shall provide to the Disclosing Party a sworn certification of such

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 return and/or destruction signed by the Recipient’s duly authorized
representative. However, any oral Confidential Information will continue to
be subject to the terms and conditions of this Agreement. The destruction or
return of the copies, records, notes, and other written, printed or other
tangible materials shall not relieve the Recipient from compliance with the
terms and conditions of this Agreement;

e. The Recipient shall not use the Confidential Information obtained for
purposes of competing, directly or indirectly, with the Disclosing Party,
including, but not limited to, recruiting or accepting existing or prospective
customers located within the territory of the Disclosing Party, whether by
direct recruitment or solicitation, or by referral to the Party to whom the
Confidential Information is disclosed;

f. Any Confidential Information supplied to the Recipient by the Disclosing Party

prior to the execution of this Agreement shall be considered in the same
manner and be subject to the same treatment as the Confidential
Information made available after the execution of this Agreement; and

g. The Parties, to the best of their knowledge, shall provide each other all
material information necessary for the Project.

2.2 Each of the Parties shall comply with the requirements under the Data Privacy Act of
2012, and such rules, orders, and regulations as may be issued by the National
Privacy Commission (“NPC”) in relation to the processing and possession of Personal
Information and/or Sensitive Personal Information (collectively, “Personal Data”)
comprising the Confidential Information. The Recipient shall assist the Disclosing
Party in complying with the latter’s obligations in relation to the exercise of the
rights of data subjects under the Data Privacy Act of 2012. All Personal Data shall be
treated as Confidential Information and, in addition to the obligations of the Parties
as set forth in Section 2.1 (and its subsections), the Parties shall have the following
obligations in respect of Personal Data:

a. The Recipient shall be responsible for the custody and safekeeping of

Personal Data, immediately from its receipt thereof from the Disclosing Party
until the same is returned by Recipient to the Disclosing Party. All Personal
Data shall be returned by the Recipient within thirty (30) days from the date
of termination of the Agreement or from written request of the Disclosing
Party;

b. The Recipient shall cease to be responsible for the loss of Personal Data from
the date the same is returned to the Disclosing Party; provided, that the
Recipient’s liability for the loss of Personal Data not returned within the
period specified above shall be in full force and effect until such Personal
Data is returned by the Recipient, or the return of such Personal Data is
waived by the Disclosing Party in writing. Personal Data shall be considered
lost if the Recipient is not able to return Personal Data received by it within a

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 period of fifteen (15) days from the lapse of the period specified above;

c. The Recipient shall be solely and exclusively liable for the use of Personal
Data exceeding the authorization and purpose set forth in Section 2.1(a)
hereof, and the Recipient shall indemnify and hold the Disclosing Party free
and harmless from and against any and all liability, damages, claims, actions,
expenses, losses, or fees that may arise from the unauthorized use of
Personal Data;

d. The Recipient shall furthermore comply with the Disclosing Party’s

reasonable instructions for the correction, alteration, and disposal of any
Personal Data provided by the Disclosing Party and under the custody of the
Recipient;

e. The Recipient shall implement adequate administrative, physical and

technical safeguards for the protection of Personal Data (“Data Privacy and
Security System”); and ensure that all such safeguards, including the manner
in which Personal Data is collected, accessed, used, stored, processed,
disposed of and disclosed, comply with applicable data protection and
privacy laws, as well as the terms of this Agreement. The Recipient shall,
upon request of the Disclosing Party, provide to the Disclosing Party
information on the Data Privacy and Security Systems employed by the
Recipient in relation to the access, use, storage, processing, disposal and
disclosure of Personal Data, and comply with the Disclosing Party’s
reasonable instructions on such improvements of the Data Privacy and
Security System as the Disclosing Party finds to be necessary; provided, that
the Recipient’s compliance with any such instructions shall not diminish its
liability for all indemnities that may be due to the Disclosing Party as a result
of the Service Provider’s breach of any of its obligations pursuant to this
Agreement;

f. The Recipient shall notify the Disclosing Party immediately of any breach of
its Data Privacy and Security System which compromises any of the Personal
Data, within twenty-four (24) hours from knowledge or the reasonable belief
of the occurrence thereof. The Recipient shall provide the Disclosing Party
every assistance necessary to allow the Disclosing Party to comply with the
notification requirement under existing privacy laws and regulations, as well
as in any investigation that may be conducted in connection with the breach.
The Recipient shall immediately undertake corrective actions to mitigate
possible harm or negative consequences to the individuals affected by the
breach;

g. The Recipient shall immediately inform the Disclosing Party if, in its opinion,
an instruction given by the Disclosing Party infringes the Data Privacy Act, its
Implementing Rules and Regulations, or any other issuance of the NPC;

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 h. The Disclosing Party warrants to the Recipient that all relevant consents for
the disclosure of Personal Data to the Recipient have been obtained by the
Disclosing party prior to disclosing Personal Data to the Recipient, and the
Disclosing Party shall indemnify and hold the Recipient free and harmless
from and against any and all liability, damages, claims, actions, expenses,
losses, or fees that may arise from any claim of unauthorized disclosure of
Personal Data by the Disclosing Party to the Recipient;

i. Ownership of any Personal Data shall remain with the Disclosing Party, and
the disclosure thereof to the Recipient shall not be construed as a grant of
any title or interest in such Personal Data to the Recipient. The Recipient
shall not use the same in other projects;

j. The Recipient shall make available to the Disclosing Party all information
necessary to demonstrate compliance with the Disclosing Party’s obligations
under this Agreement, the Data Privacy Act of 2012 and applicable
regulations of the NPC;

k. The Recipient shall not subcontract the processing of Personal Data or

transfer the Personal Data to another country without the prior written
instruction or consent of the Disclosing Party;

l. Each of the Parties shall maintain and keep valid and subsisting its
registration of its data privacy system with the NPC, within a reasonable time
from the effectivity of the requirement therefor pursuant to the Data Privacy
Act of 2012, or such rules, orders, circulars or memoranda as the NPC shall
issue from time to time during the term of the Agreement; and

m. Each of the Parties shall be solely and exclusively liable for any breach of its
obligations in relation to Personal Data under this Agreement, and for any
breach by it of the relevant data privacy laws, such as but not limited to Data
Privacy Act of 2012, during the term of the Agreement.

3. Consent

3.1 Any consent of the Disclosing Party requested under any clause of this Agreement
shall not be unreasonably withheld, but may be made subject to such terms,
conditions and stipulations as are, considering all the circumstances of the case, fair
and reasonable and in conformity with the purposes of this Agreement and the
Project.

4. Safekeeping

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4.1. The Recipient shall use no less than the same degree of care to avoid disclosure or
unauthorized use of the Confidential Information as it uses to protect its own
confidential information. It is agreed that:

a. All Confidential Information shall be retained by the Recipient in a secure

place, with access limited only to the Recipient’s employees or agents who
need to know such information for purposes of this Agreement, and the
Recipient shall use all reasonable endeavors to establish and maintain
satisfactory security measures to safeguard the Confidential Information
from unauthorized access or use;

b. Confidential Information will be disclosed only to Representatives or Affiliates

who are involved in the Project and who have been engaged for the purpose
of discussion of the Project, the identities of which the Disclosing Party has
notice of before such disclosure, provided that in the event of such disclosure
to any third person or entity not employed or retained by the Recipient, the
Recipient shall nonetheless remain liable for any unauthorized disclosure by
such person or entity; and

c. The Disclosing Party and/or its Representatives shall have the right to visit,
inspect, and audit any and all of the Recipient’s premises or facilities to
ensure that the Confidential Information is properly safeguarded by the
Recipient.

5. No Obligation to Contract

5.1. This Agreement is not intended to, and therefore does not, constitute a proposal or
offer for any specific business whatsoever between the Parties, and is only intended
to bind the Parties to the confidentiality and limited use of the Confidential
Information.

5.2. Nothing in this Agreement shall impose any obligation upon either Party to
consummate a transaction, to enter into any discussion or negotiations with respect
thereto, or to take any other action not expressly agreed to herein. Neither Party
shall have any obligation to the other for any such action the other Party may take or
refrain from taking, based on, or otherwise attributable to, any information (whether
or not constituting Confidential Information) furnished to such other Party
hereunder.

6. Irreparable Injury and Damages

6.1 The Recipient understands and acknowledges that any disclosure or

misappropriation of any of the Confidential Information in violation of this
Agreement may cause the Disclosing Party irreparable injury, which may not be
adequately compensated by monetary damages. In the event of a breach or
threatened breach of this Agreement, the Disclosing Party shall be entitled to
specific performance, a preliminary injunction and/or a temporary restraining order

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 from a court of competent jurisdiction restraining the Recipient from using or
disclosing the Confidential Information.

Furthermore, the Recipient unconditionally agrees to waive any rights to oppose the
granting of any equitable relief that the Disclosing Party may seek in relation to any
threatened or actual breach of the provisions hereof. Nothing herein shall be
construed as prohibiting the Disclosing Party from pursuing any of the legal remedies
and/or equitable relief available for such actual or threatened breach to protect its
interests in such Confidential Information.

7. Ownership

7.1 All Confidential Information of the Disclosing Party is acknowledged by the Recipient
to be the property of the Disclosing Party and the disclosure of the Confidential
Information does not confer any rights to that Confidential Information on the
Recipient except as herein provided. Each Party shall retain all rights, title and
interest to such Party’s Confidential Information. No license under any trademark,
patent or copyright, or application for the same, which are now or thereafter may be
obtained by such Party is either granted or implied by the disclosure of the
Confidential Information. Nothing in this Agreement, or any act or act of omission by
the Parties here in compliance with this Agreement, shall be construed to grant,
whether expressly or by implication, any rights in, or licenses under, or any
proprietary or statutory right over, the Confidential Information of the Disclosing
Party or rights in, or licenses under, any present or future data, drawings, designs,
plans, materials, ideas, methods or other proprietary/confidential information
disclosed pursuant to this Agreement, or any present or future patent, trademark or
copyright.

8. Protective Order/Waiver

8.1 If the Recipient is required by law or by any regulation, rule or any governmental or
quasi-governmental authority or its equivalent to disclose any Confidential
Information, it will: (i) promptly notify the Disclosing Party so that it may seek a
protective order or take other appropriate action; and (ii) where requested by the
Disclosing Party, provide an opinion of counsel confirming that said disclosure is
indeed required by law, regulation, rule, or any governmental or quasi-governmental
authority. The Recipient will also cooperate in the Disclosing Party's efforts to obtain
a protective order or other reasonable assurance that confidential treatment will be
afforded the Confidential Information. If in the absence of a protective order and
the Recipient is compelled as a matter of law, order or regulation to disclose the
Confidential Information, based upon the written opinion of the Recipient’s counsel
addressed to the Disclosing Party, the Recipient may disclose to the party compelling
the disclosure only the part of the Confidential Information as is required to be
disclosed. The Recipient will advise and consult with the Disclosing Party and its
counsel as to such disclosure and the nature and wording of such disclosure, and the
Recipient will use its best efforts to obtain confidential treatment therefore.

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9. No Warranty on Accuracy or Completeness

9.1 The Parties agree that, save and except for the obligation of the Parties to comply
fully with the duty of utmost good faith, and the obligation of both Parties to refrain
from any misrepresentation, misleading or deceptive conduct, neither Party nor its
Representatives and Affiliates are making any representation or warranty as to the
accuracy or completeness of the Confidential Information. Neither the Disclosing
Party nor its Representatives or Affiliates will otherwise have any liability to any
person arising out of, or in connection with, the Recipient's use of, or reliance on, the
Confidential Information. Nor shall the Recipient, its Representatives or Affiliates
have any liability, of any nature or description, to the Disclosing Party, for, or in
respect of, or in any way arising out of, the provision of the Confidential Information,
except pursuant to the express terms of this Agreement or of any relevant
agreements which may subsequently come into existence between the Parties. The
provision of Confidential Information will not otherwise constitute any
representation, warranty or undertaking that such information is accurate and
complete.

10. Notice of Breach

10.1 The Recipient shall notify the Disclosing Party that there has been either: (i) a breach
of this Agreement or any of the Recipient’s confidentiality obligations; or (ii) an
incident involving the improper handling or disclosure of the Confidential
Information, which in no case shall be later than twenty-four (24) hours from the
occurrence of the aforementioned events.

11. Assignment

11.1 No assignment of the benefit of, or obligations under, any of the provisions of this
Agreement will be effective unless consented to in writing by the Parties. This
Agreement and each Party’s obligations hereunder shall be binding on the
Representatives and permitted assigns and successors of such Party and shall inure
to the benefit of the permitted assigns and successors of each of the Parties.

12. Waivers

12.1 No breach of any agreement made herein shall be deemed waived unless expressly
waived in writing by the Party who may assert such breach. The waiver by any Party
hereto of a breach of any term or provision of this Agreement will not be construed
as a waiver of any subsequent breach. The failure to enforce, or to require, the
performance at any time of any one of the provisions of this Agreement shall not and
cannot be construed to be a waiver of such provision, and will not affect either the
validity of this Agreement, or any part hereof, or the right of any Party thereafter to
enforce each and every provision in accordance with the terms of this Agreement.

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13. Notices

13.1 Any notices provided pursuant to this Agreement shall be in writing and sent to the
Parties hereto at the addresses set forth below by personal delivery, by registered
mail or through a reputable courier service, or by or electronic mail.

Notices shall be sent to:

Company Name:
Complete Address:
Attention :
Email Address :

UNITY DIGITAL INFRASTRUCTURE INC.

20th Floor, NAC Tower, 32nd Street, Bonifacio Global City, Taguig

Attention : Robin Patrick R. Sarmiento, CEO

Email Address : robin.sarmiento@unitydigitalinfra.com
With Copy to : Sheryl Bartolome, Head of Legal
Email Address : sheryl.bartolome@unitydigitalinfra.com

All notices shall be deemed served or given:

a. On the date of actual delivery, if personally served at the address of the Party
to whom the notice is given between the hours of 8:00 a.m. and 5:00 p.m. on
any Business Day, or if not served during business hours, when business
hours next commence. For this purpose, “Business Day” means a day except
Saturday, Sunday and legal holidays, on which commercial banks are required
or authorized to be open in the City of Taguig;
b. If sent by registered mail, upon seven (7) Business Days after mailing;
c. If sent by reputable courier service, upon the next Business Day; and
d. If sent by electronic mail, when sent, provided that no bounce mail, error or
send failure notification is received by the sender.

Any Party may change its address for receipt of notices at any time by giving notice
thereof to the other Party. The duly authorized representative of a Party may sign
any notice given under this agreement on behalf of that Party.

14. Non-Piracy

14.1 Without the prior written consent of the Disclosing Party, the Recipient shall not,
directly or indirectly, solicit for employment or employ or engage in any capacity,
any person who is now employed or engaged by the Disclosing Party or any of its
Affiliates. Otherwise, the Recipient shall be liable to pay the Disclosing Party a fee
equal to twice the last applicable annual compensation (inclusive of salary and
benefits) enjoyed by such person, whether from the Disclosing Party or otherwise.

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 This prohibition shall subsist for a period of two (2) years from and after the
termination of this Agreement.

15. Corporate Authority

15.1 The Parties hereby represent and warrant that the execution and delivery of this
Agreement as well as their respective signatory(ies) hereto have been authorized by
proper corporate act, and shall not contravene its Articles of Incorporation and By-
laws, any existing provision of law, government rule or regulation, or any contract it
entered into with third parties.

16. Effectivity and term

16.1 This Agreement shall be in full force and effect immediately upon its execution for a
period of one (1) year and shall remain effective with respect to any Confidential
Information that is disclosed hereunder for a period of two (2) years from the date of
the termination of this Agreement, and shall be subject to the provisions of Section 2
hereof. Notwithstanding the preceding sentence, this Agreement shall terminate
automatically on the date the Parties enter into a further agreement which contains
provisions covering the confidentiality of the Confidential Information.

17. Entire Agreement; Amendment

17.1 This Agreement constitutes the entire agreement between the Parties and
supersedes any prior, contemporaneous, oral or written representations regarding
the subject matter hereof. This Agreement may not be modified except by a written
instrument signed by the Parties herein.

18. Governing Law

18.1 This Agreement shall be governed by the laws of the Republic of the Philippines.

19. Severability

19.1 If any one or more of the provisions of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining provisions of
this Agreement will not be affected thereby, and the Parties will use their reasonable
efforts to substitute one or more valid, legal and enforceable provisions which,
insofar as practicable, implement the purposes and intent hereof. To the extent
permitted by applicable law, each Party waives any provision of law that renders any
provision of this Agreement invalid, illegal or unenforceable in any respect.

20. Existing Obligations

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20.1 The obligations contained in this Agreement are in addition to, and do not in any
way limit, any existing obligation of confidentiality owed by either Party to the other
under any existing contract or otherwise.

21. Dispute Resolution

21.1 A Dispute shall be deemed to exist upon the service of a written notice of dispute by
one Party to the other Party, which notice shall: (i) be dated; (ii) be signed by the
duly authorized representative of the Party serving the notice; (iii) specify the nature
and cause of the Dispute, with references to the Sections of this Agreement
whenever possible; and (iv) contain an invitation to confer for the purpose of
exploring an Amicable Settlement (as hereinafter defined), in accordance with,
Section 21.2.

21.2 The Parties agree to use their best efforts to resolve, through negotiation in good
faith, any and all Disputes. No Party shall commence any dispute settlement
proceeding, whether judicial in nature or otherwise, in relation to any Dispute,
unless it has first invited a senior officer of the other Party, or his authorized
representative(s), to meet with its own senior officer or authorized representative(s)
for the purpose of resolving the Dispute on mutually acceptable terms (the
“Amicable Settlement”).

21.3. Any legal action that may arise by reason of, or in connection with, this Agreement,
shall be brought exclusively in the proper courts of Makati City or Taguig City, to the
exclusion of other co-equal courts, bodies and agencies of competent jurisdiction.
The prevailing Party shall be entitled to reasonable attorney’s fees and expenses of
litigation.

21.4. In the course of resolving Disputes under this Agreement, to the extent practicable,
the Parties shall continue to perform the terms and conditions of this Agreement
that are not in dispute.

22. Rules of Construction

22.1 This Agreement shall be construed as to its fair meaning and not strictly for or
against either Party. The headings hereof are descriptive only and are not to be
construed in interpreting the provisions hereof. References to any “Party” mean a
party to this Agreement, and shall include the successors, executors, administrators
and permitted assignees (as the case may be) of that Party. Where the context
permits, references to a “person” include an individual, firm, company, corporation
or unincorporated body of persons, any public, territorial or regional authority, any
government or of any such authority. Unless the context otherwise requires, words
denoting the singular number shall include the plural and vice versa, and references
to any gender shall include the other gender.

23. Counterparts

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23.1 This Agreement may be executed in counterparts, each of which shall be an original,
but all of which together shall constitute the same instrument or be deemed as one
agreement.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and
at the place as first mentioned above.

(Company Name) UNITY DIGITAL INFRASTRUCTURE INC.

By: By:

(Company Representative) Robin Patrick R. Sarmiento

(Position) Chief Executive Officer

SIGNED IN THE PRESENCE OF:

___________________________ ___________________________

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF ) S.S

I, ________, a Notary Public duly authorized in the city named above to take
acknowledgments, certify that on this_____________ of _______ 20__, personally appeared
the following who were identified by me through their competent evidence of identity:

Community Tax
Competent Evidence of Identity
Certificate
Names
Type and Date and Date and Place
Number
Number Place of Issue of Issue

<service provider name>

Represented by:

UNITY DIGITAL
INFRASTRUCTURE INC.

Represented by:

Robin Patrick R.
Sarmiento

known to be the same persons described in the foregoing instrument, who acknowledged
before me that their signatures on the instrument were voluntarily affixed by them for the
purposes stated therein, and who declared to me that they executed the instrument as their
free and voluntary act and deed as well as the free and voluntary act and deed of the
corporations herein represented.

This instrument consisting of ________ (___) pages, including the page on which this
acknowledgment is written is signed on each and every page thereof by the parties and their
instrumental witnesses and sealed with my notarial seal.

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

Doc. No. ;
Page No. ;
Book No. ;
Series of 20__.

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 Annex “A”

CONFIDENTIALITY UNDERTAKING

I, (Representative Name), residing at (Address) hereby acknowledge and undertake to abide

by all the terms and conditions of the Confidentiality Agreement dated [______________]
by and between the UNITY DIGITAL INFRASTRUCTURE INC. and (Company Name). for all
intents and purposes as if I were a party thereto.

Signed this _________ day of _______.

_____________________
Name:
Position:

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