NON-DISCLOSURE AGREEMENT ENTERED INTO BETWEEN THE COMPANY XXXXX,

(HEREINAFTER “XXXXX”), REPRESENTED HEREIN BY MR. XXXXX, AND THE

COMPANY XXXXX REPRESENTED HEREIN BY MR. XXXXX, TO WHOM HEREINAFTER
SHALL BE REFERRED TO AS “THE COMPANY”, PURSUANT TO THE FOLLOWING
REPRESENTATIONS AND CLAUSES:

REPRESENTATIONS

I.- XXX by means of its legal representative declares:

a) To be a business company duly incorporated under the laws of the XXXXX, as the
terms of the public deed number XXXXX dated XXXXX, XXXXX, executed before
the Lic. XXXXX, Notary Public No. XXX for XXXXX.
b) Its legal representative is vested with the enough powers and authority to enter
into this Agreement, as certified in the public deed mentioned in the subparagraph
a) above, which up to date have not been in any manner revoked, changed and/or
restricted.
c) Point out that the registered address to receive and to be served with notices for
the legal purposes caused by the execution of this Agreement is the one located in
XXXXX XXXXX, XXXXX, XXXXX, XXXXX, XXXXX.
d) To have interest on the execution of this Agreement in relation to the information
that “THE PARTIES” deliver to each other, within the frame of the activities of the
discussion or validity proposals of business or concepts of design, as well as any
relation of businesses in a future, with THE COMPANY.

II.- THE COMPANY declares the following:

a) To be a business company duly incorporated under the laws of the XXXXX, as the
terms of the public deed number XXXXX, dated XXXXX, XXXXX executed before
the Lic. XXXXX, Notary Public No. XX for XXXXX.

b) Its legal representative is vested with the enough powers and authority to enter
into this Agreement, as certified in the public deed mentioned in the subparagraph
a) above, which up to date have not been in any manner revoked, changed and/or
restricted.

c) Point out that the registered address to receive and to be served with notices for
the legal purposes caused by the execution of this Agreement is the one located in
XXXXX, XXXXX, XXXXX, XXXXX, XXXXX.

d) To have interest on the execution of this Agreement in relation to the information

that “THE PARTIES” deliver to each other, within the frame of the activities of the
discussion or validity proposals of business or concepts of design, as well as any
relation of businesses in a future, with XXXXX.

III.- THE PARTIES, herein declare jointly:

CLAUSES

FIRST. OBJECT: This Agreement has as object, to set out the guidelines applicable to
the CONFIDENTIAL INFORMATION that THE PARTIES disclose to each other, as
consequence of the activities and development of the projects and businesses in which
they participate jointly.

THE PARTIES recognize that, during the period of validity of this Agreement, they could
recognize or receive, directly or indirectly from the other PARTY, CONFIDENTIAL
INFORMATION, therefore, they are bound at any time, during the validity of this
Agreement and subsequently to the termination of it, such information shall be kept as
CONFIDENTIAL INFORMATION by any of THE PARTIES and it shall not be disclosed
nor released, in totally or partially manner to third parties not involved in the Agreement,
with exception to those cases specifically set out in this Agreement.

Upon compliance, cancellation, suspension, or termination of the activities and/or

development of the projects and businesses between THE PARTIES, for any reason, THE
PARTIES shall return each other all the documents, records, e-mail prints, hard drives,
and the copies of them containing any CONFIDENTIAL INFORMATION or of any nature
which are related in any manner with this Agreement. Likewise, the CONFIDENTIAL
INFORMATION shall not be used by THE PARTIES in its own benefit or in the benefit of
third parties. The provisions in this Clause shall be in effect even after the termination of
this Agreement, regardless on the set out in the Clauses Seventh and Eighth of this
instrument.

For the purposes of this Agreement, RECEIVING PARTY shall be understood as that
receiving CONFIDENTIAL INFORMATION from the OWNING PARTY which shall be the
owner or possessor of the CONFIDENTIAL INFORMATION delivered.

SECOND. DEFINITION OF CONFIDENTIAL INFORMATION: The term CONFIDENTIAL

INFORMATION, as used in this Agreement, and pursuant to Articles 82 and 85, Industrial
Property Law, means and includes all the written and printed information, reports, studies
and opinions classified as confidential or which are owned by the OWNING PARTY, and
that are disclosed to the RECEIVING PARTY. This information shall be ruled by the
provisions applicable of the Industrial Property Law and the Penal Code for the Federal
District.

On this type of information is included, including but not limited, technical, finance, and
commercial information related to the names of suppliers, customers or possible partners,
information and schedule of sales and/or sellers, inventories and/or system of inventory
control, proposals of businesses, strategies of businesses, organizational structure, share
structure of the companies, the reports, plans, market forecasts, data and any other
industrial information, along with forms, mechanisms, patterns, methods, techniques,
processes of analyses, registered marks or non-registered marks, names or commercial
notices, work documents, compilations, comparisons, studies or any other or other
documents prepared and kept with the status of confidential by the OWNING PARTY; in
the understood that any material which shall be delivered or brought with the RECEIVING
PARTY, shall be considered as CONFIDENTIAL INFORMATION.

THIRD. PROPERTY OF THE INFORMATION: THE PARTIES recognize that the

CONFIDENTIAL INFORMATION treated between them, in the frame of the activities or
development between THE PARTIES, is the exclusive property of THE PARTIES, and
they recognize that are not vested, upon the execution of this Agreement, with rights or
licenses of industrial property or intellectual on the same in respect of the CONFIDENTIAL
INFORMATION.
FOURTH. NON-DISCLOSURE AGREEMENT: THE PARTIES are bound not to use, nor
to allow to use, nor to disclosure under any reason the CONFIDENTIAL INFORMATION,
without the previous consent in writing by the OWNING PARTY of the corresponding
CONFIDENTIAL INFORMATION, and not specifically allowed for this Agreement.

The OWNING PARTY shall be entitled to demand at any time that the CONFIDENTIAL
INFORMATION is destroyed or returned; regardless of it has been delivered or disclosed
before or after this Agreement is executed.

When the CONFIDENTIAL INFORMATION is not being analyzed for the purposes of this
Agreement, the RECEIVING PARTY must keep the CONFIDENTIAL INFORMATION in
its facilities or workplace, taking all necessary measures to ensure that the
CONFIDENTIAL INFORMATION is only known and used by the same.

FIFTH. DISCLOSURES ALLOWED: Notwithstanding the foregoing, THE PARTIES shall

have no obligation to keep the information referred to in this Agreement as confidential in
the following cases:

a) That prior to its disclosure, it was known by the RECEIVING PARTY, free of any
obligation to maintain it as confidential information, as evidenced by the
documentation it holds.
b) That it be developed or elaborated independently by the RECEIVING PARTY or by
request thereof, or that legally received from another source with the right to
disclose it, free of restrictions.
c) That it is or becomes public domain, without breaching this Agreement by the
RECEIVING PARTY, and;
d) That it is received from a third party without that disclosure breaking or violating
any obligation of confidentiality.

In the event that any authority, administrative or judicial, requests the RECEIVING PARTY
the CONFIDENTIAL INFORMATION, the RECEIVING PARTY undertakes to immediately
notify the OWNING PARTY of the existence, terms and conditions of said order, so that
the OWNING PARTY may take the necessary legal measures, or request the waiver of
the RECEIVING PARTY to comply with said order in terms of this Agreement.

In the event that the RECEIVING PARTY is required to disclose any part of the
CONFIDENTIAL INFORMATION of the OWNING PARTY, the RECEIVING PARTY will
only reveal the part of the CONFIDENTIAL INFORMATION that has been expressly
requested to it, making its best effort in the case of that the authority has not specified the
type of information required, look for it to be defined with the objective of affecting as little
as possible the obligation not to disclose the CONFIDENTIAL INFORMATION.

SIXTH. TERM OF THE AGREEMENT: This Agreement shall be in force as of the signing
date by THE PARTIES, and it shall remain in force for a 5 (five) years period.

SEVENTH. THE CONTRACTUAL RELATIONS TERMINATION: In the event that THE

PARTIES terminate the contractual relations derived from the realization of the activities
or development of the projects specified in the Representations, regardless of the cause
of such termination, it does not exempt them from fulfilling all the obligations under his
charge, established in this Agreement.
EIGHTH. RETURN OF CONFIDENTIAL INFORMATION: Upon written request and only
in the event that no operation or investment is pending between THE PARTIES or those
have been consummated, THE PARTIES shall return each other, or shall certify the
destruction of all CONFIDENTIAL INFORMATION that is find in writing, including copies,
reproductions or information containing CONFIDENTIAL INFORMATION, within 15
(fifteen) days following the date of the request.

NINTH. NO RELATIONSHIP: Nothing in this Agreement, nor the disclosures made in the
terms herein, shall be considered as a commitment or obligation of THE PARTIES to
engage in any business relationship, agreement or other future negotiations with each
other, or that limit the right of THE PARTIES to carry out activities similar to those
activities related to this Agreement.

TENTH. NO GRANTING LICENSES: The PARTIES on this Agreement recognize and

agree that nothing contained in this Agreement shall be considered as the granting to the
RECEIVING PARTY of any right or license, express or implied, in respect to
CONFIDENTIAL INFORMATION.

ELEVENTH. DAMAGES: In the event that THE PARTIES breach some of the stipulations
of this Agreement, regardless of the justified termination of the Agreement and the
pecuniary restitution of the damages and losses incurred, shall be responsible for the
legal actions that the other PARTY to exercise against it, for violation of the rights of
intellectual or industrial property, including the crime of disclosure of secrets and its
equivalent.

TWELFTH. SUBSISTENCE OF OBLIGATIONS: The termination or suspension of this

Agreement will not affect in any way the validity and enforceability of the obligations
previously contracted, or those already formed that by their nature or provision of the law,
or at the will of THE PARTIES, may be required even after the termination or suspension
of the Agreement.

THIRTEENTH. ASSIGNMENT OF RIGHTS AND OBLIGATIONS: None of THE PARTIES

may assign or transfer, totally or partially, the rights or obligations derived from this
Agreement, without the prior written consent of its counterpart.

FOURTEENTH. NOTICES AND NOTIFICATIONS: All notices and notifications that must
be made by the PARTIES in relation to this Agreement must be in writing, with
acknowledgment of receipt to the addresses indicated above or to any other address that
the PARTIES may subsequently indicate.

FIFTEENTH. CHANGE, DIVISION, AND RESIGNATION: This Agreement may only be

changed or amended by a written document duly signed by THE PARTIES. If any or some
of the provisions of this Agreement are considered, for any reason, as illegal or
unenforceable, they will not affect the validity of the other provisions of this Agreement.
The abstention or delay by any of THE PARTIES in the exercise of any right or power that
corresponds according to this Agreement will not be construed as a waiver to exercise
such right and/or power.

SIXTEENTH. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement

between THE PARTIES in relation to the subject matter of this Agreement and
supersedes any other oral or written agreement related to the subject matter of this
Agreement.

SEVENTEENTH. PERSONAL DATA: THE PARTIES agree that the use and
management of personal data exchanged between them for the execution of this
Agreement shall be made exclusively for the purposes expressly agreed upon, each party
adopting individually all the necessary security measures to protect at all times the
confidentiality of said information and respecting the provisions established in the Federal
Law on Protection of Personal Data Held by Private Parties, its regulations and other
applicable legal regulations.

Likewise, THE PARTIES recognize that the celebration of this Agreement is carried out
fulfilling at all times the principles of legality under the laws, regulations and other rules
and provisions that may result applicable.

EIGHTEENTH. JURISDICTION AND APPLICABLE LAW: For the interpretation and

fulfillment of this Agreement, THE PARTIES expressly submit themselves to the laws and
relevant courts of the City of Mexico, renouncing any other jurisdiction that by reason of
their present or future address may correspond to them.

NINETEENTH. HEADINGS: The headings included in this Agreement are for reference
and will not have any legal effect.

THE PARTIES are aware of the content and legal scope of this Agreement, and since
there is no defect in the consent that could invalidate it, they ratify and sign it in Mexico
City on XXXX.

“XXXXX” “XXXXX”

XXXXX XXXXX
Represented herein by Represented herein by
XXXXX XXXXX