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This Deed of Agreement is made on the 2nd day of November 2009


cr8v Web Solutions, inc. whose registered office is at #4 Gemini St., Villarica Subd.
Cainta, Rizal (“the Company”)


Madellaine E. Santiago whose address is at B.16, L.21, Area H, Phase 1, San Rafael St.,
Teacher's Village, Sapang Palay, CSJDM, Bulacan

(“the Employee”)


 The Company employs the Employee. The company undertakes highly confidential web
development for a number of companies.

 The Company’s success and the security of the Employee’s employment depend on the
Company ensuring to its clients and prospective clients that complete confidentiality will
be maintained throughout the development of the product.

 Due to client demands, the Company has made it a prerequisite for continued
employment for all employees to sign an undertaking in the form of this deed.

 The Company wishes to clarify the Employee’s obligations in respect of any intellectual
property created by the Employee during the course of their employment with the


1. Definitions

In this deed of agreement the following words and phrases shall have the following meanings

“Confidential Information” shall mean all information or data disclosed to the employee or
of which the Employee becomes aware as a result of his/her employment with the Company
(whether in writing, orally or by any other means). Confidential Information shall include
but not be limited to:

- examples, proofs or instructions from Clients;

- completed works (including specifically but not limited to specifications, source codes
and software installers) created by the Company for any client, customer, or other
third party;

- client details, addresses, contact details, orders and prices;

- the Company’s management accounts; business (including technical) data, marketing
plans, financial information, management systems, customer and supplier databases,
production information, product test results, marketing opportunities whether
identified or under investigation, deeds of agreements or other contracts in effect or
under negotiation, proposed alliances and business strategies; and any other
information concerning the confidential affairs of the Company, its clients,
prospective clients and suppliers; such secrets or information having been delivered or
made available to the Employee in whatever form, including by electronic
transmission, verbally, in writing or in machine readable form.

“Information” means any data, ideas, method or information, which is not an Invention of
Work, generated by the Employee during the course of his or her work for the Company relating
to the business, finance or affairs of the Company.

”Invention” means any invention relating to or capable of being used in the business of the

“Work” means any discovery, design, database or other work (whether registrable or not and
whether a copyright work or not) which is not an Invention and which the Employee creates or is
involved in creating during the course of his employment and which relates to or is capable of
being used in those aspects of the businesses of the Company in which he/she is involved.

2. Confidentiality

2.1 In the course of the Employee’s work with the Company he/she may acquire or
develop Confidential Information related to the products and services produced
and provided by the Company and any other business or activities of the
Company. Without prejudice to the common law duties which the Employee
owes to the Company he/she undertakes that he/she will not, except in the
performance of his/her duties, use or disclose to any person (including any
member of his or her immediate family), firm or Company any of the Company’s
Confidential Information. This restriction will continue to apply after the end of
his/her employment by the Company without limit in time but will not apply to
trade secrets or Confidential Information which become public other than
through unauthorized disclosure by the Employee.

2.2 The employee will not, except in the proper performance of his duties and with
the expressed consent of his supervisor, make copies of any computer files,
papers, proofs, or other Confidential Information belonging to the Company,
client or prospective client.

2.3 The employee will not introduce any of his/her own computer files into any
computer used by the Company in breach of any Company policy.

2.4 The employee further undertakes that he/she will use all reasonable endeavors
to prevent the unauthorized use or disclosure of Confidential Information and
will immediately inform the Company if he/she becomes aware of the
possession, use or knowledge of any Confidential Information by any person not
authorized to posses, use or have knowledge of the Confidential Information and
will at the Company’s request provide such reasonable assistance as is required
to deal with such a situation.

2.5 In the course of the Employee’s employment he/she is likely to obtain trade
secrets and Confidential Information belonging or relating to the Company and
other persons. The employee undertakes that he will treat such information as
if it falls within the terms of clause 2.1 and clause 2.1 will apply with any
necessary amendments to such information. If requested to do so by the
Company the Employee will enter into an agreement with the company and any
other person in the same terms as clause 2.1 with any amendments necessary to
give effect to this provision.

2.6 Any breach of the Employee’s duty of confidentiality owed to the Company or
the undertakings set out above will be treated as Gross Misconduct in
accordance with the Company’s disciplinary policy and may lead to the
Employee’s dismissal.

3. Intellectual Property Rights.

3.1 All Inventions and Works created or made by the Employees during the course of
his or her employment with the Company will be the property of the Company.

3.2 The Employees will promptly inform the Company if he makes or is involved in
making an Invention or Work during the course of his or her employment with
the Company and will give the Company sufficient details of it to allow the
Company to assess the Invention or Work.

3.3 The Employee will act as a trustee for the Company in relation to any Invention
or Work created during the course of his or her employment with the Company
and will, at the request and expense of the Company, do everything necessary
to vest all rights, title and interest in it in the Company or its nominee (as legal
and beneficial owner) and to secure full patent or other appropriate protection
anywhere in the world.

3.4 If the Employee generates any Information or is involved in generating any
information during the course of his or her employment with the Company
he/she will promptly give to the Company full details of it and he/she
acknowledges that such Information belongs to the Company. Notwithstanding
the Employee’s obligations under this clause and clause 3.2 above, it shall not
be a breach of this Agreement for the Employee to fail to notify the Employer of
any Information or Work that might reasonably be considered to be of a routine
or ordinary nature.

3.5 If the Employee becomes aware of any infringement or suspected infringement
of any intellectual property right in any Invention, Work or Information he/she
will promptly notify the Company in writing.

3.6 The Employee will not disclose or make use of any Invention, Work or
Information without the Company’s prior written consent unless the disclosure is
necessary for the proper performance of his/her duties.

3.7 Rights and obligations under clause 3 will continue after the termination of this
Deed of Agreement in respect of all Inventions, Works and Information made or
obtained during the course of his/her employment with the Company and will
be binding on the personal representatives of the Employee.

4. Power of Attorney

By entering into this Deed of Agreement the Employee irrevocably appoints the
Company to act on his or her behalf to execute any document and do anything in his or
her name for the purpose of giving the Company (or its nominee) the full benefit of the
provision of the Deed of Agreement or the Company’s entitlements under statute.

5. Return of Property

At any time during or after the Employee’s employment with the Company (at the
request of the Company) the Employee will immediately return to the Company; all
documents and other materials (whether originals or copies) belonging to the Company or
client. Furthermore the Employee will not after such a request or after the end of
his/her employment with the Company retain any original or copies of any materials,
other information or property belonging to the Company or client.

THIS DEED OF AGREEMENT is executed as a Deed and is delivered on the set out at the
commencement of this Deed of Agreement.


cr8v Web Solutions, inc. ) …………………………………………………

) Francisco Matthew G. Roman

) Chief Executive Officer

EXECUTED as a DEED by ) …………………………………………………

) Madellaine E. Santiago

) QA Specialist

In the presence of:

Witness Signature: ………………………………..

Name : ……………………………………………..……

Address: ………………………………………….…….