CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is made and

entered into this _______________ in _____________, Philippines by and between:

, a corporation organized and existing under the laws of the Republic of

the Philippines, with principal address
at_______________________________________________, represented in
this act by its________________________________, and hereinafter
referred to as the “FIRST PARTY;”

<Company Name>, a corporation organized and existing under the

laws of the Republic of the Philippines, with principal business address
at <company address> represented in this act by its <representative’s
designation>, <rep’s name> and hereinafter referred to as the “SECOND
PARTY.”

RECITALS

WHEREAS, the Parties agree to exchange or disclose information which is

considered confidential and proprietary;

WHEREAS, the purpose of the exchange or disclosure of information is to enable

the Parties to hold discussions and conduct evaluations and/or negotiations concerning
potential supply of its products by the Second Party to the First Party. (the
“Transaction”);

NOW, THEREFORE, for and in consideration of the foregoing premises and the
mutual obligations contained herein, with the Parties intending to be legally bound,
hereby agree as follows:

1. As used herein:

“Party” is defined as one of the entities executing this Agreement and any principal,
subsidiary, affiliates, or parent company of such entity.”

“Confidential Information” is defined as any of the following which is received by

either party prior to the earliest of the termination of their discussions, any future
business relationship or this Agreement:”

Any information , know-how, data, process, technique, program,

design, formula, test, work in process, engineering, manufacturing,
marketing, financial or personnel matter, or sales, supplier, customer,
employee, investor, or business information, or the like, whether in
oral, written, graphic, magnetic, electronic, or other form, that is
learned by or disclosed to either Party in the course of discussion,
studies, or other work undertaken between the Parties provided that it
is known or reasonably should be known by either Party to be
confidential or proprietary, or is of a confidential or proprietary nature,
and that is made in the course of discussions, studies, or other work
undertaken between the Parties.

2. All information which is disclosed by one Party (“Disclosing Party”) to the other
Party (“Receiving Party”) and which is to be protected hereunder by the
Receiving Party shall be considered as Confidential Information.

3. The Confidential Information of the Disclosing Party shall be treated as

confidential and safeguarded by the Receiving Party from Effective Date of this
 Agreement, during the term of the Transaction and for a period of TWO (2) years
from the date of termination of this Agreement or the Transaction. This
Agreement shall likewise be terminated upon happening of any of the following:

(i) within SEVEN (7) days after the parties decide not to pursue the Transaction;
(ii) within SEVEN (7) days after prior written notice to the other party;
(iii) immediately upon breach by either party of the terms and conditions of this
Agreement .

4. Neither Party shall during the term of this Agreement, deal, negotiate or enter
into any other agreement either directly or indirectly with any third party on any
matter covering the Transaction.

5. The Receiving Party agrees that (1) any Confidential Information disclosed
hereunder shall be used by the Receiving Party, except as otherwise required by
law, solely for the purpose of considering and implementing the Transaction;
(2) any Confidential Information disclosed hereunder shall remain at all times
the property of the Disclosing Party; and (3) except as may be required by
applicable law or legal process, it will not distribute disclose or disseminate such
Confidential Information to anyone, except its employees (including employees
of its parent, subsidiaries and affiliates) who have a need to know such
Confidential Information for the purpose for which it is disclosed.

Confidential Information shall not, however, include any information which the
Receiving party can establish:

(A) Was generally available to the public other than as a result of a breach of this
Agreement; or

(B) Such information is already in the possession of the Receiving Party or its
employees without restriction and prior to any disclosure hereunder; or

(C) Such information is or has been lawfully disclosed to the Receiving Party or
its employees by a third party, not employed by or otherwise affiliated with
the Disclosing Party, who is not known by the Receiving Party to be
prohibited by the contractual, legal, or judiciary obligation from disclosing
the same; or

(D) Disclosure is required by law, regulation or the rules of any stock exchange
where the Receiving Party is a member.

6. The Receiving Party shall employ reasonable safeguards against the

unauthorized disclosure of confidential and proprietary information and agrees
that it shall protect the Confidential Information of the Disclosing Party in the
same manner and to the same degree that it protect its own confidential and
proprietary information (provided that such measures are consistent with at least
a reasonable degree of care). The Receiving Party further agrees to advise all of
its employees, agents or representatives (and where proper, its assigns or
successors-in-interest), having access to Confidential Information of the
obligations provided hereunder.

7. Except as may be required by law, each Party agrees not to disclose to any
person either the fact that discussions or negotiations are taking place concerning
a possible transaction or any of the terms, conditions or other facts with respect
to any such possible transaction, including the status thereof, without the prior
written consent of the other Parties.
8. Any Confidential Information supplied to the Receiving Party 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.

9. The obligations of confidentiality and non-disclosure under this Agreement shall

remain in effect for the period of time specified in Paragraph 3. Upon expiration
of the period of confidentiality, or sooner upon request of the Disclosing Party,
all Confidential Information in the possession of the Receiving Party shall be
returned to the Disclosing Party or destroyed, a the option and instruction of the
Disclosing Party. In no case shall the Receiving Party retain photocopies or
duplicates of said Confidential Information without the knowledge or consent of
the Disclosing Party.

10. It is understood that this Agreement is not to, and does not, obligate any Party to
enter unto any further agreements or proceed with any possible relationship or
other transaction with the other party as long as it does not contravene the
provisions of this Agreement.

11. Unless specially agreed in writing, neither Party makes any warranty as to the
value or accuracy of information disclosed hereunder. Neither Party shall be
liable to the other for any expenses or losses, or action whatsoever or howsoever
incurred or undertaken by the Receiving Party in reliance on the Confidential
Information disclosed hereunder.

12. Nothing contained in this Agreement shall be construed as granting or

conferring rights by license or otherwise in any Confidential Information
disclosed to the Receiving Party.

13. The Disclosing Party may, at any time, request the Receiving Party to return any
material containing, pertaining to or relating to the Confidential Information and
may, in addition, request the Receiving Party to furnish a written statement to
the effect that, upon such return, the Receiving party has not retained in its
possession, or under its control, either directly or indirectly, any such material.
As an alternative to the return of the material contemplated herein, the Receiving
Party shall, at the instance of the Disclosing Party, destroy such material and
furnish the Disclosing Party with a written statement to the effect that such
material has been destroyed. The Receiving Party shall comply with the
foregoing request within seven (7) days of receipt of such a request.

14. The parties agree and acknowledge that any breach of the obligations contained
in this Agreement will cause irreparable loss and would not be compensable by
monetary damages alone and, accordingly, the aggrieved Party shall, in addition
to the other remedies a party may have at law or in equity, be entitled to obtain a
specific performance or injunctive relief against the other party in respect of the
threatened breach of this Agreement or the continuation of any such breach.

15. This Agreement shall be governed by and shall be construed in accordance with
Philippine Laws.

16. If any dispute or difference of any kind whatsoever shall arise between the Parties they
shall attempt in good faith, for a period of thirty (30) days to settle such dispute in the
first instance by mutual discussion between the Parties. If the dispute cannot be settled
within (30) days by mutual discussions, the dispute shall be exclusively settled by
arbitration under the Philippine Dispute Resolution Center, Inc. (PDRCI) in force at the
time of submission
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
set forth above.

<COMPANY NAME> <COMPANY NAME>

By: By:

<Rep’s Name> <Rep’s Name>

<Rep’s designation> <Rep’s designation>

Signed in the presence of:

________________________ ___________________________

REPUBLIC OF THE PHILIPPINES)

CITY OF ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, this ________ day of
_____________ 2015 personally come and appeared:

NAME IDENTIFICATION DATE&PLACE OF ISSUE

DOCUMENT

Known to me and to me known to be the same persons who executed the foregoing
NON-DISCLOSURE AGREEMENT, and who acknowledged to me that the same is
their own free and voluntary act and deed and that of the corporation they represent.

WITNESS MY HAND AND SEAL this ________ day of _____________ 2015 at

_______________.

Doc No. ATTY ______________________________

Page No. COMMISSION NO. ____________________
Book No. NOTARY PUBLIC for ___________________
UNTIL __________________ Series of 2015
OFFICE _____________________________
ROLL NO. ______ ADMITTED AT BAR: _______
NO. _______; __________; ____________
PTR NO _______; _________; _________
MCLE COMPLIANCE No. __________; ____________