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NON-COMPETITION AND NON-SOLICITATION AGREEMENT

1. The Employee acknowledges and agrees that:

(a) During the Employee’s employment with the Company, the Employee:

● will acquire significant information about the business of the Company including the names of
employees, contractors, officers, agents, suppliers and customers with whom the Company does
business;

● will have the opportunity to forge personal links with employees, contractors, officers, agents,
suppliers and customers of the Company; and

● will have the opportunity to learn and acquire trade secrets, business connections and other
Confidential Information about the Company’s business;

(b) Each of the Limitations contained in this Agreement:

● is reasonable in scope and duration, and

● is reasonably necessary to protect the goodwill and legitimate business interests of the
Company;

● no further remuneration or other benefits are payable in consideration of the Employee’s


obligations under this Agreement; and

2. The Employee agrees and covenants that during the Limitation Period and within the Restraint Area,
the Employee must not, directly or indirectly:

(a) carry on, be interested or be engaged in any capacity similar to the role or position held by the
Employee during the twelve (12) month period prior to the Employee’s employment with the Company
ending, in any business or activity that is in competition with the Company and/or Group Company;

(b) canvass, solicit, approach or deal with or attempt to canvas, solicit, approach or deal with, or work
for any customer of the Company with whom the Employee has had dealings during the twelve (12)
month period prior to the Employee’s employment ending with the Company; or entice or solicit, or
assist another person to entice or solicit, an employee, contractor, officer, agent or supplier of the
Company to cease to provide services to the Company.

For purposes of this Agreement, Restraint Area means: the Philippines, and any other country where the
Company has business and where the Employee had undertaken any business for the Company and
Limitation Period means: a period of 12 months after your employment with the Company ends.

3. The Employee agrees that each limitation and/or provision contained in this Agreement constitutes a
separate and independent limitation/provision, severable from the other restraints and/or provisions.

4. The Employee further acknowledges and agrees that while the limitations and/or provisions in this
Agreement are reasonable and necessary in all circumstances for the protection of the legitimate
business interests of the Company, should one or more of the limitations and/or provisions either by
itself or themselves or taken with others, be adjudged to be invalid unless particular limitation and/or
provisions are deleted or if part or parts of the wording thereof are deleted or restricted or limited in a
particular manner or if the period or area thereof are reduced or curtailed, then the said restraints
and/or provisions shall apply with such deletion, restriction, limitation, reduction, curtailment or
modification as may be necessary to make them valid and effective.

5. The Employee further acknowledges and agrees that breach of this Agreement will cause the
Company irreparable harm and that the Company may not be reasonably or adequately compensated in
damages. In case of a breach of this Agreement, the Employee agrees and binds himself to pay or cause
to be paid to the Company the sum of ____________ Pesos (PHP______________) or such other
amount as the Company may deem applicable in relation to the damage or injury it sustained, this is not
in any way exclusive liquidated damages and without prejudice to any other legal remedies available to
the Company under the circumstances.

6. This Agreement may be amended, supplemented or modified only by a written instrument duly
executed by or on behalf of each party hereto.

7. The Company may assign any or all of its rights, interests and obligations hereunder to any of its
affiliates, without the consent of (but with notice to) the Employee. This Agreement is binding upon,
inures to the benefit of and is enforceable by the parties hereto and their respective successors and
permitted assigns.

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