Service Agreement

With Non-Disclosure and Non-Compete Clause

This Service Agreement (“Agreement”), made and entered into this _____ day of
____________,2018, in Cebu City, Philippines, by and between:

______________________ with principal office at _____________________,

herein represented by its attorney-in-fact, ________________________
hereinafter referred to as the “FIRST PARTY”;

-and-

____________________ with residence at _____________________,

hereinafter referred to as the “SECOND PARTY”;

WITNESSETH: That –

WHEREAS, the FIRST PARTY is in the business of setting up, design and production of 1911
pistols made from meteorite. The goal is to craft complex and precise weapons from a space
rock.

WHEREAS, the SECOND PARTY, representing itself as having the expertise, facilities,
experience, and services needed to ensure that the cutting of meteorites are properly done and
has offered its services as Consultant to the FIRST PARTY, and the latter has accepted the
said offer.

NOW, THEREFORE, for and in consideration of the hereunder terms, conditions and mutual
covenants, the Parties hereto have agreed as follows:

1. Scope of Work.

The SECOND PARTY is aware of the Memorandum of Agreement (MOA) between the
FIRST PARTY and xxxxxxx., the latter being one of the largest gun retail companies in
the Philippines. In relation thereto, herein SECOND PARTY shall oversee the cutting of
all meteorites to be undertaken based on the said MOA and shall report directly to the
FIRST PARTY regarding the same.

2. Confidential Information. The Parties shall not disclose any information to any third
party about the transaction flows, bank networks, Member information, passwords,
usernames, and marketing strategies. All data, information, documents and other papers
obtained by reason of this Agreement, such as, but not limited to business, financial or
technical information, shall be treated as strictly confidential and shall not be disclosed or
communicated, in whole or in part, to any person or entity without the express written
consent of the FIRST PARTY.

It is the responsibility of the SECOND PARTY to ensure that no information gained by

virtue of this Agreement is disclosed to outsiders unless the disclosure is for necessary
business purposes and pursuant to properly approved and written agreements.
Confidential or proprietary information of others should not be accepted by the SECOND
PARTY on behalf of the FIRST PARTY, unless it is necessary and pursuant to the same
sort of written agreement.

Confidential information is any information belonging to the FIRST PARTY that could be
used by people outside company to the detriment of the business. Appropriate steps
should be taken by the SECOND PARTY in handling all the business information of the
FIRST PARTY in order to minimize the possibility of unauthorized disclosure.

As used in this agreement, the term "Confidential Information" shall mean:

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(a) Any and all trade secrets concerning the business and affairs of the FIRST
PARTY, as well as those entered into by its officers, assigns, and agents; product-
specifications, designs, sketches, photographs, graphs, drawings, samples, and ideas,
customer lists, current and anticipated customer requirements, price lists, market
studies, business plans, and any other information, however documented, that is a trade
secret within the meaning of the law; and

(b) Any information concerning the business and affairs of the FIRST PARTY however
documented, (which includes historical financial statements, financial projections and
budgets, historical and projected sales, capital spending budgets and plans, the names
and backgrounds of key personnel, personnel training techniques and materials, and
any other relevant information), that has been or may hereafter be provided or shown to
the SECOND PARTY or by the directors, officers, employees, agents, consultants,
advisors, or other representatives including legal counsel, accountants and financial
advisors ("Representatives"), and also includes all notes, compilations, studies,
summaries, and other material prepared by Recipient or Recipient's Representatives
containing or based, in whole or in part, on any information included in the foregoing. If
any information that the FIRST PARTY deems to be a trade secret is found by a court of
competent jurisdiction not to be a trade secret for purposes of this agreement, then such
information will be considered Confidential Information for purposes of this agreement.

The First Party shall maintain all Confidential Information submitted to it by the Second
Party in secrecy and may not disclose the Confidential Information without the prior
written consent of the latter.

The First Party shall refrain from circumventing these provisions and using or employing
for their independent benefit or the benefit of any third person, corporation or entity, all or
any part of the Confidential Information, either directly or indirectly, without prior written
consent of the other party.

However, no obligation of confidentiality shall exist as to Confidential Information that: (a)

is in the public domain by public use, or publication not caused by the First Party, directly
or indirectly; or (b) is required to be disclosed by law.

If either Party becomes legally compelled to disclose any of the Confidential Information,
such Party shall provide the other with prompt notice thereof and shall not divulge any
information until the non-disclosing party had the opportunity to seek a protective order
or other appropriate remedy to curtail such disclosure. If such actions by the non-
disclosing party are unsuccessful, or the non-disclosing party otherwise waives its right
to seek such remedies, the disclosing party shall disclose only that portion of the
Confidential Information which it is legally required to disclose. In such case, the
disclosing party shall notify the non-disclosing party of such disclosure immediately after
making such disclosure.

3. Term. Unless otherwise provided herein, this Agreement shall commence on the
date of its execution and terminate on [____________].

4. Termination. Either Party may terminate this Agreement at any time by notice in
writing to the other Party if:

i. The other Party commits a material breach of any of the terms of this
Agreement and does not rectify this breach within seven (7) days of
receiving written notification of the said breach;

ii. If a petition shall be presented or an order be made or a resolution be

passed for winding up of that other Party or it enters into liquidation
whether compulsorily or voluntarily or is adjudicated as bankrupt or
insolvent;

Notwithstanding the above, either Party may terminate this Agreement by giving
to the other one (1) month notice in writing.

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 In case of breach of any of the provisions of this Agreement, as well as the
warranties and representations stated herein, FIRST PARTY shall be entitled to
the amount of Five Hundred Thousand Pesos (P500,000.00) as minimum
damages, in addition to any other damages which it may be entitled under the
law, and attorney's fees in the amount of Two Hundred Thousand Pesos
(P200,000.00) in the event that it shall be constrained to engage the services of
counsel to prosecute its claim.

5. Non-competition. The SECOND PARTY hereby agrees not to directly or

indirectly compete with the specific type of business of the FIRST PARTY and its
successors and assigns during the period of employment and for a period of five (5)
years following termination of this Agreement and notwithstanding the cause or
reason for termination.

The term "not compete" as used herein shall mean that the SECOND PARTY shall
not own, manage, operate, consult or be employed in a business substantially similar
to, or competitive with, the present business of the FIRST PARTY or such other
business activity in which the latter may substantially engage during the term of
employment.

This non-compete agreement shall extend only for a radius of ________ miles from
the present location of the FIRST PARTY’s business.

6. Governing Law and Dispute Settlement. This Agreement shall be governed by

Philippine laws. Any dispute arising between the Parties shall be resolved
amicably within thirty (30) days from notice by any Party, failing which the same
shall be finally settled by arbitration under Republic Act No. 9285 and its
amendments, if any, by one or more arbitrators appointed in accordance with the
said law. The language of the arbitration shall be English and the place of
arbitration shall be in Makati City, Philippines.

During the pendency of any dispute between the Parties, each Party shall
proceed diligently with the performance of its respective obligations under this
Agreement.
.

7. Independent Contractor. Nothing in this Agreement shall constitute or be deemed

to constitute a partnership between the Parties and neither of them shall have any
authority to bind the other in any way nor shall this Agreement be construed to
constitute any Party the agent of the other.

8. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties hereto as to the subject matter hereof and any and all representations,
covenants, undertakings, warranties and agreements whether verbal or in writing
prior hereto are hereby rescinded nullified and superseded. Any modification,
revision or amendment hereto shall not be valid and binding upon the Parties
unless the same has been reduced into writing and signed by the parties.

IN WITNESS WHEREOF, the Parties have hereunto set their hands this______ day of
__________ 2018 at ___________________, Philippines.

_____________________ ___________________
First Party Second Party

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF CEBU )S.s.

BEFORE ME, a Notary Public for and in the City of [__________], this __ day of _________
2018, personally appeared the following:

Name CTC No. Competent Evidence of

Identity

Known to me to be the same persons who foregoing Service Agreement, consisting of 4 pages
including the page on which this Acknowledgment is written, and that the same is their free and
voluntary act and deed and that of the corporations herein represented.

WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place above written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2018.

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF _________________ )S.S.

BEFORE ME, a Notary Public for and in the City of [__________], this __ day of _________
2018, personally appeared the following:

Name CTC No. Competent Evidence of

Identity

Known to me to be the same persons who foregoing Service Agreement, consisting of 4 pages
including the page on which this Acknowledgment is written, and that the same is their free and
voluntary act and deed and that of the corporations herein represented.

WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place above written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2018.