Employee Non-Disclosure and Confidentiality Agreement

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

between __________________________ (that is “You” or alternatively referred to as
“Employee”) and Proser Health Services Inc. (“Company”). The Employee and
Company may also be referred to as “Party” or together as the “Parties”. This
Agreement will become effective on _____________________ (“Effective Date”).
You are interested in working for The Company, and The Company is excited to have
You on the team. As a part of your role, You will have access to proprietary and
confidential information.

IN CONSIDERATION OF the Company hiring and training You, and other good and
valuable consideration, You agree to the following:

1. Confidential Information
The confidential information (“Confidential Information”) includes any
information that is not known by the general public, whether it is in tangible
form (i.e. – you can hold it) or intangible form (i.e. – you can’t hold it), and
through whatever means it is disclosed.

2. Use of Confidential Information

The Company is trusting You with our biggest secrets. You agree to keep the
Confidential Information completely confidential. You will treat the
Confidential Information with reasonable care and will exercise caution to
prevent disclosing the Confidential Information to others, even your very best
friend.

If You lose or fail to maintain the confidentiality of any Confidential

Information, You must notify The Company within twenty-four (24) hours. You
must also take any and all steps necessary to recover the Confidential
Information and prevent further unauthorized use.

If You are required by law to disclose Confidential Information, You must notify
The Company of your legal requirement to disclose within three (3) business
days of learning of the requirement.

Notices must be made in accordance with Section 8 of this Agreement.

3. Ownership and Title
Nothing in this Agreement will convey a right, title, interest, or license in the
Confidential Information to You. The Confidential Information will remain the
exclusive property of The Company.

4. Return of Confidential Information

If for any reason You are no longer employed by The Company, or upon
request of The Company, You must return all tangible materials You have that
embody the Confidential Information, including all electronic and hard copies
within twenty-four (24) hours/immediately. This includes, but is not limited to,
any notes, memos, drawings, doodles, summaries, excerpts and anything else
You have that is derived from the Confidential Information.

5. Term and Termination

This Agreement will remain in effect beginning on the Effective Date and will
continue until You are no longer employed by The Company. Your obligation
to hold in confidence the Confidential Information will remain in effect
indefinitely.

6. Remedies
The Parties agree the Confidential Information is unique in nature and money
damages will not adequately remedy the irreparable injury breach of this
Agreement may cause The Company. In the event of a breach of this
Agreement, The Company is entitled to seek disciplinary action, up to and
including termination. The Company may also seek injunctive relief, as well as
any other remedies that are available in law and equity.

7. General
a. Amendments. This Agreement may be modified as needed. To make
a modification, the Parties must agree to the modification in writing in
the form of an amendment. The terms of this Agreement will apply to
any amendment made unless otherwise stated in the amendment.
b. Assignment. The Parties may not assign the responsibilities they have
under this Agreement to anyone else.
c. Choice of Law. This Agreement will be interpreted based on the laws
of the Philippines, regardless of any conflict of law issues that may arise.
The Parties agree that any dispute arising from this Agreement will be
resolved at a court of competent jurisdiction located in Pasig City.
 d. Complete Contract. This Agreement constitutes the Parties entire
understanding of their rights and obligations. This Agreement
supersedes any other written or verbal communications between the
Parties.
e. Disclaimer. Everyone makes mistakes, including us. The Company
does not represent or warrant the Confidential Information is correct
and accurate or complete.
f. Relationship of Parties. This Agreement does not create a joint
venture, partnership, or agency relationship between the Parties.
g. Severability. If any section of this Agreement is found to be invalid,
illegal, or unenforceable, the rest of this Agreement will still be
enforceable.
h. Waiver. Neither Party can waive any provision of this Agreement, or
any rights or obligations under this Agreement, unless agreed to in
writing. If any provision, right, or obligation is waived, it’s only waived
to the extent agreed to in writing.

8. Notices
All notices under this Agreement must be sent by email with return
confirmation of receipt, or certified or registered mail with return receipt
requested.

Notices should be sent to:

___________________ Employee _____________________ Company

______________________ _______________________
______________________ _______________________
______________________ _______________________
__________________________ ___________________________

[Remainder of this page intentionally left blank. Signature page follows.]

If the Parties agree to the terms of this Agreement, please sign below.

_______________________ Employee

Signed: ___________________
Name: ___________________
Title: ___________________
Date: ___________________

___________________________
PROSER HEALTH SERVICES INC.
Signed: ___________________
Name: ___________________
Title: ___________________
Date: ___________________