NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This NON-DISCLOSURE AGREEMENT made and entered into this _______ day of
_________________________, 2019, by and between:

Cakeboom & Party Flavors., a corporation duly organized and existing under and by virtue of
the laws of the Republic of the Philippines, with office address at Market Site, Barangay 9,
Malaybalay City Philippines, duly represented in this act by its President/Chief Executive Officer,
Ms. Golda Mae E. Lim, herein referred to as "Proprietor or Disclosing Party";

- and -

Yen M. Ungab, of legal age, with address at Barangay 5, Judge Carillo Street, Malaybalay City,
Bukidnon, Philippines hereinafter referred to as the "Employee",

WITNESSETH, That:

WHEREAS, in order to protect the Confidential Information, the parties agree as follows:

1. DEFINITION

In this Agreement, the Recipient also known as “Employees" is define as all trainees, rank and
file and top management personnel employed at Cakeboom & Party Flavor.

"Confidential Information" means all information of any kind, whether in written or other
tangible form or orally or visually furnished, which ought reasonably and mutually to be
understood by the parties to be confidential or which is mutually identified by them as being
confidential including, but not limited to the following:

(a) Information relating to commercial, financial, marketing, technical, planning or other

business affairs and internal records of both parties;

(b) Trade secrets, know-how, methods, techniques, processes, programs, inventions and other
information relating to products, services or processes marketed or used in the course business
of both parties; and

(c) Customer’s lists and other information relating to other persons, including customers,
subcontractors, employees, and co-venturers of both parties and any of their customers or
potential customers.

Notwithstanding the foregoing enumeration, in case of doubt as to whether particular

information is confidential, the same shall be treated as confidential.
2. ACKNOWLEDGMENT

A party may disclose Confidential Information (the "Disclosing Party") to the other party (the
"Recipient"). The Recipient acknowledges the strict confidential and proprietary nature of all
Confidential Information received from the Disclosing party, and that it has no proprietary right
whatsoever to the Confidential Information unless otherwise mutually agreed upon in writing by
the parties.

3. OBLIGATION TO MAINTAIN CONFIDENTIALITY

Neither party shall, without the prior written consent of the other party:

(a) Disclose to any person that it possesses such Confidential Information;

(b) Disclose any or all parts of the Confidential Information to any person, including any third
party or employee of the parties, unless such persons are required to have knowledge of the
Confidential Information for the parties to achieve their mutual purposes, as may be determined
by the original disclosing party, and they have been advised of the confidential and proprietary
nature of the Information and have agreed to protect the same; or

(c) Reproduce, copy or permit to be reproduced or copied Confidential Information in any

medium or form; Provided, that the receiving party shall AT ALL TIMES protect the Confidential
Information by using the same degree of care to prevent its unauthorized use, dissemination or
publication as the receiving party uses to protect its own confidential information of a like
nature, but no less than a reasonable degree of care, and that the receiving party shall enforce
this Agreement against those persons to whom it is authorized to disclose the Disclosing Party's
Confidential Information for and on behalf of the Disclosing Party.

4. EXCLUSIONS

The parties' restrictions under clause 3 shall not apply to Confidential Information which:

(a) becomes publicly known through no wrongful act of the parties, or

(b) becomes known to the parties without confidential or proprietary restriction from a source
other than any of the parties, or

(c) the receiving party can show by written records was rightfully in its possession prior to this
Agreement; or

(d) the receiving party is obliged by law or proper government authority to disclose, in which
case it shall notify the Disclosing Party in writing of the circumstances under which such
disclosure will be made, including the nature of the disclosure and the entity to which it is to be
made.

Notwithstanding the above, if the receiving party is obliged or required by any court or
governmental, regulatory, or other body or person, to disclose Confidential Information, it shall,
if so required in writing and for valid and lawful reasons by the Disclosing Party, and if
practicable or feasible, cooperate with the Disclosing Party in opposing such requirement or
request, subject to the duty of the disclosing party to equally share with the receiving party the
necessary litigation and related expenses for the purpose.

5. OBLIGATIONS OF THE RECIPIENT PARTY

In consideration of the mutual exchange and disclosure of Confidential Information, each party
undertakes, in relation to the other party's Confidential Information:

(a) To maintain the same in confidence and to use it solely and exclusively for the mutual
purpose or purposes of the parties, for which the Confidential Information was disclosed, and
not for any other purpose or benefit or for the purpose or benefit of any unauthorized third
party;

(b) Not to copy, reproduce, or reduce in writing any part thereof except as may be reasonably
necessary for the parties' mutual purpose or purposes. Any copies, reproduction or reductions
to writing so made shall be the property of the Disclosing Party, unless otherwise agreed in
writing by the parties or waived by the Disclosing Party in writing;

(c) Not to disclose the same whether to its employees or to third parties, except in confidence
to such employees who need to know the same for the mutual purpose or purposes of the
parties. Both parties undertake that these employees or third parties are obliged under their
respective contracts of employment or service agreement or similar confidentiality agreements
not to disclose the Confidential Information;

(d) To be responsible for the performance of sub-clauses (a), (b) and (c) above on the part of
its employees to whom the same is disclosed pursuant to sub-clause (c) above; and

(e) To apply thereto security measures and such degree of care not less than those which the
Receiving Party applies to its own confidential or proprietary information and which the
Recipient warrants as providing adequate protection of such information from unauthorized
disclosure, copy or use.

6. ASSIGNMENT

This Agreement is not assignable without the other party's prior written consent. Any attempt
by the one party to assign or transfer any of the rights, obligations or duties of this Agreement
without the prior written consent of the other party shall be void and of no effect.

7. RETURN OF CONFIDENTIAL INFORMATION

Upon termination of this Agreement, the parties shall demand of each other the immediate
return of all copies of documents and materials containing Confidential Information disclosed to
one party by the other, to the possession or control of the Disclosing Party within (1) one
month from completion of the mutual purpose or purposes of the parties, or receipt of a written
request from the other party, which written request shall enumerate the specific documents and
materials wished by the disclosing party to be returned to it by the receiving party. The
receiving party shall certify in writing to the Disclosing Party that it retains no copy and has fully
complied with the requirements of this clause.

8. WARRANTY

8.1 Each party reserve all rights it may have by law or contract to its Confidential Information
and no rights or obligation other than those expressly stated herein are granted or implied from
this Agreement, unless otherwise agreed in writing by the parties. No license is hereby granted
by one party to the other, directly or indirectly, under any existing patent, invention, discovery,
copyright, trade secret, trademark, service mark, or other intellectual property held or obtained
in the future by either party.

8.2 Each party warrants that it has full right and authority to enter into this Agreement, and
that it is, unless expressly identified otherwise, the owner of its respective Confidential
Information; and that it has the right to disclose its Confidential Information to the other party
and to authorize the other party to use the same for the mutual purpose or purposes of the
parties.

8.3 Unless otherwise stated in this Agreement, no warranty, express or implied, in the
Confidential Information disclosed is granted by this Agreement, and warranties of
merchantability, fitness for a particular purpose, accuracy or completeness are hereby
disclaimed. Neither party shall be liable for any special, indirect or consequential damages,
regardless of the form of action and even if such party is advised as to the possibility of such
damages, except in cases of malice, bad faith and tortuous acts.

8.4 The parties agree that unless and until a definite and final agreement between them with
respect to the possible joint venture or business strategic arrangement has been executed and
delivered, neither party will be under any legal obligation of any kind with respect to such
strategic business arrangement, except for the matters specifically agreed upon in this
Agreement and in such other supplemental or subsequent agreements that the parties may
execute in writing in relation to this Agreement.

9. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties
concerning the confidentiality of this Agreement and supersedes all previous agreements,
negotiations, commitments, writings, and discussions between them as to the subject prior to
the date hereof. There are no prior representations or warranties between the parties relating
to the Confidentiality Information of this Agreement.
If any term or provision of this Agreement should be declared illegal or invalid by a court of
competent jurisdiction, the remaining terms and provisions of this Agreement shall remain
unimpaired and in full force.

10. TERM

The term of this Agreement shall be five (5) years from the date of execution of this Agreement
by both parties' duly authorized representatives. Either party can terminate this Agreement
without cause upon written notice to the other party at least thirty (30) days prior to the
intended date of termination. Notwithstanding the expiration or termination of this Agreement,
the obligation of the parties to protect Confidential Information and the restrictions on use of
Confidential Information shall survive for the period of five (5) years counted from the date of
such expiration or termination.

11. NOTIFICATION

The parties agree to immediately notify each other in writing if any one of them becomes aware
of any disclosure of Confidential Information that it knows or believes to be unauthorized by the
other party.

All notices under this Agreement shall be in writing and shall be sent personally, by facsimile, or
registered mail to the party being served at its address specified above and marked for the
attention of such party's signatory in this Agreement. The date of service shall be deemed to be
the date of transmittal by the sending party, if the notice is sent by facsimile or the date of
actual receipt of the notice is sent personally or by registered mail.

12. FORCE MAJEURE

Neither of the parties shall be considered in breach of an obligation under the Agreement to the
extent such party can establish that fulfilment of the obligation has been prevented by force
majeure. Force majeure, for the purposes of this Agreement, shall include acts of God, war
(declared or undeclared), hostilities, rebellion, insurrections, acts of terrorism, actual or
threatened, any act of any government, any instrumentality or agency thereof, or any act or
cause which is reasonably beyond the control of such party ; Provided, that the party prevented
from or hindered or delayed in performance by any such cause shall have used its best efforts
to avoid, overcome, mitigate and offset its effects. The party so prevented from or hindered or
delayed in complying herewith shall immediately give written notice thereof to the other party
and shall continue to take any action within its power to comply as fully as possible with its
obligations hereunder.

13. LIABILITY AND DISPUTE SETTLEMENT

13.1 Should any party breach any material provision of this Agreement, which breach may be
established by substantial evidence in arbitration proceedings outlined herein, and unless the
breach shall have been caused by force majeure, such party shall be liable for damages to the
other party in an amount of Php 2,000,000.00 or to be determined by the arbitration panel.

13.2 Any dispute or difference between the parties relating to their rights or obligations under
this Agreement shall first be referred for consideration by each party by notice in writing to the
other party. If the dispute or difference is not resolved within a period of sixty (60) days, then
either party may submit the dispute for arbitration in accordance with the following:

13.2.1 The arbitration proceedings shall be conducted in accordance with the rules of procedure
for arbitration of the Philippine Chamber of Commerce and Industry. Each Party shall appoint
one arbitrator. The arbitrators thus appointed shall select a third arbitrator who shall act as the
presiding arbitrator of the tribunal or panel;

13.2.2 Unless agreed otherwise by the Parties, the arbitration shall be conducted in the English
language in Metro Manila, Philippines;

13.2.3 The Parties agree that this arbitration clause is an explicit waiver of immunity against
validity and enforcement of the award or any judgment thereon made pursuant thereto and
that such award or judgment thereon, if unsatisfied, shall be enforceable in any court having
jurisdiction in accordance with its laws against any party participating in the arbitration;

13.2.4 The parties agree that the award of the arbitration tribunal shall be the sole remedy for
all claims and counterclaims concerning the matter in dispute presented to the arbitration
tribunal. The costs, expenses, fees, and charges of the arbitration proceedings shall be equally
shared by the parties.

14. GOVERNING LAWS

This Agreement shall be governed by and construed in accordance with the laws of the Republic
of the Philippines.