MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement is made and entered into effective as of __________ 2018 by
and between P-H-O-E-N-I-X PETROLEUM PHILIPPINES, INC. (“Disclosing Party”), a corporation duly
organized and existing under the laws of the Republic of the Philippines, with office address at the 26th
Floor, Fort Legend Towers, 3rd Avenue corner 31st Street, Bonifacio Global City, Taguig City, Metro
Manila, Philippines, herein represented by its __________________________, ________________, and
___________________________________, (“Receiving Party”) with office address at
________________________________, duly represented herein by its
______________________,___________________________ (each of whom shall be referred to in this
Agreement as the “Disclosing Party” or the ”Receiving Party” as the context of their respective activities
hereunder requires).

WITNESSETH THAT:

WHEREAS, the Parties have expressed the desire to explore a business opportunity of mutual
interest, that is, _________________________________________________;

WHEREAS, in connection with this business opportunity, certain trade secrets and business
information proprietary to each Party and which each Party considers as Confidential Information (as
defined and described below) may be provided to one Party (“Receiving Party”) by the other Party
(“Disclosing Party”) and each Party is willing to confidentially accept the other Party’s information;

NOW FOR AND IN CONSIDERATION OF THE FOREGOING PREMISES, the Parties hereby agree as
follows:

1. DEFINITION AND DESCRIPTION OF CONFIDENTIAL INFORMATION. For purposes of this Agreement,

“Confidential Information” means any and all information disclosed during the Confidentiality Period,
which is or is reasonably understood to be confidential or proprietary to the Disclosing Party, whether
oral or written, and regardless of the form of communication or the manner in which it is furnished,
including, but not limited to, information concerning Disclosing Party’s business, products, services,
contents, methodologies, finances, subscribers, source codes, tools, protocols, product designs and
plans, customer list and other marketing and technical information, the terms and existence of this
Agreement, and any other unpublished information, analyses, compilations, data, studies, notes
interpretations, memoranda, extracts or other documents prepared by the Receiving Party or Receiving
Party’s representatives containing or based in whole or in part on any such furnished information.

However, Confidential Information shall exclude the following:

a. Information that is or becomes a matter of public knowledge through no fault of

the Receiving Party or its representatives;
b. Information made known to the Receiving Party by a third party who is lawfully
in possession of the information and had the right to provide the information to
the Receiving Party ; and
c. Information disclosed by the Receiving Party with the Disclosing Party’s prior
written approval.

2. NONDISCLOSURE OF CONFIDENTIAL INFORMATION. Receiving Party agrees not to use

Disclosing Party’s confidential information for its own use or for any purpose except to evaluate the
business possibilities between the Disclosing Party and the Receiving Party. Unless such information falls
under one of those exceptions under Section 1 hereof, Receiving Party agrees that it will hold in
confidence any and all information disclosed to it by Disclosing Party under this Agreement, over which
Disclosing Party has an exclusive right, and that it will not divulge or disclose such information to others
except those people mentioned in Section 4 hereof who have a need to know and who shall maintain in
secrecy any disclosure made to them. Therefore, no rights or obligations other than those expressly
established herein are to be implied. Without limiting the foregoing, no license is hereby granted or
implied for any use of the Confidential Information by the Receiving Party, the latter being only allowed
to use the Confidential Information according to terms and conditions provided under this Agreement.
The obligations hereof shall survive the expiration or termination of the Agreement.

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Receiving Party acknowledges that Disclosing Party’s Confidential Information is valuable, special, and
unique to its business; that it is not widely known, and that Disclosing Party’s business depends on such
Confidential Information. Receiving Party acknowledges that Disclosing Party has taken and continues to
take reasonable and necessary steps to protect its Confidential Information and keep it confidential,
including requiring Receiving Party to sign this Agreement. Consistent with the foregoing, the Receiving
Party agrees as follows:

a. All rights to Confidential Information are and shall remain the sole property of
and in control of Disclosing Party;
b. Receiving Party shall maintain secret and strictly confidential all Confidential
Information;
c. Receiving Party will not, at any time: (i) reproduce or copy; (ii) disclose or
transfer; (iii) aid, encourage, or allow any other person or business or entity to
gain possession or access to; (iv) use, sell or exploit; or (v) encourage or allow
any other person, business or entity to use, sell or exploit any of the
Confidential Information; and
d. Receiving Party will use the Confidential Information only within the scope and
according to the business relationship envisioned with the Disclosing Party and
that is to evaluate the business possibilities between the Disclosing Party and the
Receiving Party. The use of Confidential Information for any other purpose is
expressly prohibited, unless otherwise previously authorized in writing by
Disclosing Party.

3. CONFIDENTIALITY PERIOD AND TERMINATION. Receiving Party’s obligation under this

Agreement shall begin on the Effective Date and terminate two (2) years thereafter.

4. STANDARD OF CARE. Receiving Party shall protect the disclosed Confidential Information from
disclosure to any person other than its employees, officers, directors, representatives, and agents, who
need to know such Confidential Information and who agree to be bound by the terms substantially
similar to those set forth in this Agreement. Receiving Party agrees to use the same degree of care to
prevent the unauthorized use, dissemination, derivation or publication of the Confidential Information
as Receiving Party uses to protect its own confidential information.

5. RIGHTS. Receiving Party does not acquire any intellectual property rights under this Agreement.

6. NON-IMPAIRMENT OF BUSINESS OPPORTUNITIES. Receiving Party agrees that it will not make,
use or otherwise appropriate Confidential Information for its own use or benefit or use any of the
Confidential Information to impair the business, interests, or business opportunities of the Disclosing
Party.

7. RETURN OF MATERIALS. Upon termination of the business relationship between Disclosing

Party and Receiving Party, any materials or documents of Disclosing Party which were furnished to
Receiving Party will be promptly returned by them to Disclosing Party, accompanied by all copies of such
documentation made by them, which Receiving Party undertakes not to use anymore.

Receiving Party shall remain liable for compliance with the confidentiality obligations established herein
even upon destruction or return of Confidential Information to Disclosing Party.

8. REMEDIES. Receiving Party acknowledge that the terms and conditions contained in this
Agreement are required for the protection of the value of Disclosing Party’s assets and ideas and relate
to matters which are special, unique, and extraordinary character which gives them a particular value.
Receiving Party further acknowledges and agrees that Disclosing Party may not be able to be reasonably
or adequately compensated in damages for breach of the covenants and conditions contained in this
Agreement and that, in addition to any other relief in law or in equity to which Disclosing Party may be
entitled, Disclosing Party shall have the right to injunctive relief for any violation of this Agreement.

9. MISCELLANEOUS. This Agreement is binding upon and for the benefit of the parties, their
successors-in-interest, and/or assigns, provided that the right to Confidential Information shall not be
assigned without the written consent of Disclosing Party. In the event a court of competent jurisdiction
should find any provision of this Agreement to be unfair or unreasonable, such finding shall not render
such provision unenforceable, but rather, such provision shall be modified as to the subject matter,

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time, and geographical area so as to render it valid and enforceable. Failure to enforce any provision(s)
of the Agreement shall not constitute a waiver of any term hereof. If any action is brought by Disclosing
Party because of any breach or violation of any provision of the Agreement, Receiving Party shall be
liable for reasonable attorney’s fees and court costs incurred in connection with such action, the
amount of which shall be fixed by the court and made a part of any judgment rendered. This Agreement
shall be governed and construed in accordance with the laws of the Republic of the Philippines.

The Receiving Party acknowledges and agrees that disclosure of Confidential Information may cause an
irreparable harm to Disclosing Party and, for such purpose, Receiving Party agrees to be liable and to
hold Disclosing Party harmless against any damages whatsoever, whether directly or indirectly, arising
from or caused by the breach of any or all of the confidentiality obligations and duties set forth in this
Agreement.

Receiving Party shall not assign or transfer any of its obligations under this Agreement without prior
written consent of the Disclosing Party. Disclosing Party shall have the right to assign any or all of its
rights and obligations without need of Receiving Party’s consent.

Any dispute arising from or in connection with the interpretation of the term and conditions of this
Agreement shall be amicably settled in mutual good faith by the Parties hereto. In case of failure by the
Parties to reach an amicable settlement, such dispute shall be settled through arbitration in accordance
with the provisions of the Philippine Arbitration Law, as amended. All arbitration expenses shall be for
the account of the Party who committed the breach or violation of the provision of this Agreement. The
arbitral award shall be binding upon the Parties and shall be final and unappealable.

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same document.

IN WITNESS WHEREOF, the Parties hereby sign this Mutual Non-Disclosure Agreement this ___ day of
February 2018, in Metro Manila, Philippines.

________________________ _______________________________

By: By:

______________________ _______________________________
_________________ __________________________

SIGNED IN THE PRESENCE OF:

____________________ ___________________