CONFIDENTIALITY AGREEMENT

BETWEEN:

Tractebel Inc., a corporation duly organized and existing under the laws of the
Republic of the Philippines with office address at Unit 201-2013, Hanston Building, F.
Ortigas Road, Ortigas Center, Pasig City, 1605 represented herein by its Regional
Manager, Nicolas Lefevre, duly authorized for purposes of executing this Agreement
(hereafter referred to as “Tractebel”);

ON THE FIRST PART,

AND:

Remax International, Inc., a corporation duly organized and existing under the laws
of the Republic of the Philippines with office address at 18 United Street, Bo.
Kapitolyo 1603 Pasig City represented herein by its Account Manager, Minda F.
Macapagal duly authorized for purposes of executing this Agreement (hereafter
referred to as “Remax”);

ON THE SECOND PART,

Both parties can hereinafter be referred to as party or parties. Either party can be the
Disclosing Party or Receiving Party, depending on whether the Party referred to
receives or discloses information.

RECITALS:

Parties contemplate participating together in the JTI Hybridization Project (hereafter

referred to as “Project”).

Parties are willing, subject to the terms and conditions hereof, to disclose to each
other as much of the information, data and experience as may be necessary for the
purpose of enabling the parties to collaborate in the framework of the Project.

Such information, data and experience are considered by the Parties to be secret
and confidential.

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IT IS THEREFORE AGREED AS FOLLOWS:

Article 1 – Confidential Information

1.1 Each party recognizes that certain confidential information, data and
experience relating to the Disclosing Party shall be furnished to it in connection
with the Project. Such information, data and experience shall hereinafter be
referred to as “Confidential Information” and shall mean any information, data
and experience in any form emanating, whether before or after the execution of
this Agreement, directly or indirectly, from the Disclosing Party or any other
associated company, including but not limited to records, documents,
proprietary, technical, developmental, marketing, sales, operating,
performance, cost, know-how, business and process information, computer
software or equipments, computer programming techniques, computer codes,
calculations tools and all record bearing media containing or disclosing such
information and techniques.

1.2 Without prejudice to the dispositions of article 1.3, any information exchanges
between the parties shall be considered Confidential Information, unless the
Disclosing Party has explicitly confirmed in writing that the information is not
confidential.

1.3 It is understood that the term “Confidential Information” does not include
information which:

(i) is publicly known at the time of disclosure;

(ii) after disclosure by the Disclosing Party, becomes publicly known other
than through a breach of this Agreement;
(iii) the Receiving Party can evidence was known to it, other than under
an existing obligation of confidentiality or restricted use, prior to its
disclosure by the Disclosing Party.

Article 2 – Disclosure

2.1 The Receiving Party acknowledges that the Disclosing Party has a particular
interest in maintaining the confidentiality of all Confidential Information and
undertakes that it shall not disclose the Confidential Information to any person
who is not one of its directors, subordinates with a need to know in relation to
the Project or counsel without the prior consent of the Disclosing Party and that
it shall not use the Confidential Information for any purpose other than to
enable itself to perform the Project.

2.2 The Receiving Party guarantees that it shall not disclose all or any part of the
Confidential Information by its directors, subordinates or counsels for any
purpose other than to answer to the Project.

2.3 Parties can disclose Confidential Information to their affiliates or other

companies involved in the project which have a need to know the Confidential
Information for the purposes of the Project, provided that these companies
shall be bound by similar terms as foreseen in the present agreement. These
companies are listed in appendix A. The list in appendix A may be amended
from time to time by written agreement between the parties based on the needs
of the project.
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2.4 In the event that the Receiving Party receives any request to disclose all or any
part of the Confidential Information including under the terms of a valid and
effective order issued by a court of competent jurisdiction or by a judicial or
administrative agency or legislative body, the Receiving Party agrees to (i)
immediately notify the Disclosing Party of the existence, terms and
circumstances surrounding such request, (ii) consult the Disclosing Party on
the advisability of taking available legal steps to resist or narrow such request,
and (iii) if disclosure of such Confidential Information is required or deemed
advisable, exercise its best efforts to obtain an order or other reliable
assurance that confidential treatment shall be accorded to such portion of the
Confidential Information to be disclosed which the Disclosing Party designates.

Article 3 – Title

3.1 The Receiving Party hereby acknowledges that any Confidential Information or
records, documents, computer software or equipments, or any other tangible
information either Confidential or not supplied to it by the Disclosing Party in
order to assist the Receiving Party in the Project are the sole and exclusive
property of the Disclosing Party.

3.2 Upon termination of the Project, the Receiving Party shall, at the request of the
Disclosing Party immediately return to the Disclosing Party any information
disclosed in any tangible form, and all copies thereof (on whatever physical,
electronic or other media such information may be stored) containing any of the
Confidential Information. If such Confidential Information is in electronic form, it
is to be immediately deleted. In the absence of such request the Receiving
Party shall destroy the electronic or physical documents containing Confidential
Information after notifying the Disclosing Party.

Article 4 – Responsibility

4.1 Unless parties agree on different terms in a separate agreement, the Disclosing
Party makes no representation or warranty as to the accuracy or completeness
of the Confidential Information.

4.2 In case of a breach by the Receiving Party of any of its obligations under this
Agreement, the Disclosing Party shall be entitled to cease immediately the
disclosure of any further Confidential Information.

4.3 The Disclosing Party shall have no liability with respect to the use by the
Receiving Party of any Confidential Information furnished to the Receiving
Party under this Agreement.

4.4 Without prejudice to any other disposition of the present agreement except
Article 7.2, the Receiving Party agrees that the Disclosing Party will have the
right to seek and obtain immediate injunctive relief to enforce obligations under
this Agreement without the necessity of proving actual damages and without
the necessity of posting bond or making any undertaking in connection
therewith.

Article 5 – Termination Framework

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It is expressly agreed that this Agreement shall in any event survive the termination
of the Project for a minimum period of three (3) years.

Article 6 – Severability

The invalidity or unenforceability of any provision in this Agreement shall not affect
the validity or enforceability of the other provisions of this Agreement, which shall
remain in full force and effect.

Article 7 – Applicable law and disputes

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

7.2 The Parties agree to first try to settle any dispute that may arise between them
and undertake to use their best efforts to arrive at an amicable settlement. If,
however, no settlement is reached within twenty (20) Days after notification of
the dispute, upon written notice from either Party, Parties shall refer the
dispute to the Office of Alternative Dispute Resolution (“OADR”) under
Republic Act No. 9285, otherwise known as, “AN ACT TO INSTITUTIONALIZE
THE USE OF AN ALTERNATIVE DISPUTE RESOLUTION SYSTEM IN THE
PHILIPPINES AND TO ESTALBISH THE OFFICE FOR ALTERNATIVE
DISPUTE RESOLUTION, AND FOR OTHER PURPOSES”, including its
Implementing Rules and Regulations under Department Circular No. 98, series
of 2009 of the Department of Justice.

TRACTEBEL INC. REMAX INTERNATIONAL, INC.

Nicolas LEFEVRE Minda F. Macapagal

Regional Manager Account Manager

Signed in the Presence of:

_______________________________ _______________________________

Acknowledgement

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 Before me, a Notary Public for and in _________________, Philippines
this _______________ personally appeared the following:

Competent Evidence
Name Date/Place Issued
of Identity
17 October 2018/
Nicolas Lefevre Passport# 18FH112200 French Embassy Makati
City
License No. N01-09- 02 October 2017/East
Minda F. Macapagal
016623 Avenue, Quezon city

known to me or proved to me on the basis of competent evidence of identity

to be the same persons who executed the foregoing instrument and they
acknowledge to me that the same is their free and voluntary act and deed as
well as that of the corporations named herein.

This instrument refers to a Non-Disclosure Agreement, consisting of 5

pages, including this page where the acknowledgement is written, signed by
the parties and their instrumental witnesses on the signature page and on
each and every page hereof.

WITNESS MY HAND AND SEAL at the place and on the date first
mentioned above.

NOTARY PUBLIC

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2019.

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