NON- DISCLOSURE AGREEMENT

This NON-DISCLOSURE AGREEMENT (Agreement”) is made and entered into this _____ of
_______ by and between:

__________________________, a corporation duly organized and existing under ______________,

law, with office address at __________________________ represented herein by its ___________,
_________________ ;

RIZAL COMMERCIAL BANKING CORPORATION, a corporation duly organized and existing under
Philippine law, with office address at 16th Floor Yuchengco Tower I, RCBC Plaza, 6819 Ayala Avenue,
Makati City, Philippines, represented herein by its _______________, ___________________:

WITNESSETH:

WHEREAS, the parties acknowledge and agree that by virtue of their ongoing negotiation
and eventual execution and implementation of an agreement for the contemplated transaction (the
“Negotiations/Engagements”), information regarding their respective companies, business
processes, technical data and other proprietary and confidential information will be exchanged with
or disclosed to one another.

WHEREAS, the parties acknowledge and agree that the Information, as defined in Section 1
hereunder, is to be kept strictly confidential and that the unauthorized disclosure of Information will
prejudice and cause damage to each party.

NOW, THEREFORE, for and in consideration of the premises and mutual obligations
contained herein, the Parties hereby agree as follows:

1. Definitions. As used herein:

“Information” is defined as communication or data, in any form, including, but not

limited to, verbal, oral, written, graphic, digital, electronic, or electromagnetic form, that
is disclosed, conveyed, or provided in connection with or relative to each party and/or
the Negotiations/Engagements.

“Party” is defined as any one of the entities executing this Agreement and includes the
subsidiaries, affiliates, or parent company of such entity.

“Disclosing Party” is defined as the party who discloses, conveys, or delivers information
to the other party in connection with or relative to the Negotiations.

“Receiving Party” is defined as the party who learns or receives information in

connection with or relative to the Negotiations.

“Confidential Information” is defined as any of the following that is communicated by

either party prior to the termination of their Negotiations or this Agreement:

Any and all information, know-how, data, process, technique, program, design,
drawing, formula, test, work in process, engineering, manufacturing, marketing, financial
or personnel matter, or sales, supplier, customer, employee, investor, or business
 information, or the like, whether in verbal, oral, written, graphic, magnetic, digital,
electronic, or other form of communication, that is learned by or disclosed to either
Party in the course of discussions, studies, or other work undertaken between the
Parties relative to the Negotiations/Engagements, or is known or reasonably should be
known by either Party to be confidential or proprietary or is of a confidential or
proprietary nature, and that it is made in the course of discussions, studies, or other
work undertaken between the Parties relative to the Negotiations/Engagements.

2. Any and all Confidential Information which is disclosed by the Disclosing Party to the
Receiving Party shall be protected by the Receiving Party. Confidential Information
hereby expressly includes the existence of the Negotiations/Engagements between the
Parties, as provided in Section 6 hereof.
3. Whether or not the Parties herein fail to pursue the project or business covered by the
Negotiations/Engagements, the confidential Information of the Disclosing Party shall
forever remain confidential, subject to Section 4 (3) hereof, and shall always be
safeguarded hereunder by the Receiving Party.
4. The Receiving Party agrees that (1) all confidential Information shall be used solely for
the purpose of considering and implementing the business or project contemplated by
the Negotiations/Engagements, except as otherwise required by law; (2) All Confidential
Information shall remain at all times the property of the Disclosing Party; and (3) it will
not distribute, disclose or disseminate such Confidential Information to anyone, except
its employees (including employees of its parent, subsidiaries and affiliates) who need to
know such Confidential Information for the purpose for which it is disclosed, and except
as may be required by applicable law or legal process, unless and until such times as:

(A) Such information is generally available to the public other than as a result of a
breach of this Agreement; or
(B) Such Information is already in the possession of the Receiving party or its
employees having been relayed by a third party, not employed by or otherwise
affiliated with the Disclosing Party who is not known by the Receiving party to
be prohibited by contractual, legal, or judgement obligation from disclosing the
same.

In the event the Receiving Party is required by applicable law, legal process or any
judicial or government agency to disclose Confidential Information, it shall to the full
extent permissible by any applicable law immediately inform the Disclosing Party of such
requirement and the specific Confidential Information to be disclosed. Further, the
disclosure shall be only to that judicial body or government agency exercising
jurisdiction over the industry of the Disclosing Party or to such other body or agency,
and only limited to such extent as required by the relevant applicable law or regulations.

5. The Receiving Party shall employ reasonable safeguards against the unauthorized
disclosure of confidential and proprietary information and agrees that it shall protect the
Confidential Information of the Disclosing Party in the same manner and degree that it
protects its own confidential and proprietary information (provided that such measures
are consistent with at least a reasonable degree of care). The Receiving Party further
agrees to advise all of its employees, agents or representatives (and where proper, its
assigns or successors-in-interest), having access to Confidential Information of the
obligations provided herein.
6. A Party shall not divulge or disclose to any person either the fact that discussions or
negotiations are taking place concerning a possible transaction or any of the terms,
 conditions or other facts with respect to any such possible transaction, including the
status thereof, without the prior written consent of the other parties.

7. Violation of this Agreement compelling confidentiality shall render the offending Party
liable for actual damages and all consequential damages suffered by the aggrieved Party
on account of such violation.

8. The obligations of confidentiality and non-disclosure under this Agreement shall survive
the termination of this Agreement. Upon termination of this Agreement by either Party
giving written notice to the other, or sooner upon request of the Disclosing Party, all
materials containing Confidential Information and all related documentation and all
copies and installations thereof in the possession of the Receiving Party shall be
returned to the Disclosing Party or destroyed, at the option and instruction of the
Disclosing Party. In no case shall the Receiving Party retain photocopies or duplicates of
said Confidential Information without the knowledge and consent of the Disclosing
Party. On the date of completion of its task to return/destroy, the Receiving Party shall
issue a sworn certification attesting to the fact that all Confidential Information have
been returned to the Disclosing Party and/or destroyed.

9. It is understood that this Agreement is not to and does not, obligate any Party to enter
into any further agreements or proceed with any possible relationship to other
transaction with the other Party as long as it does not contravene the provisions of this
Agreement.

10. All Confidential Information supplied by the Disclosing Party is without any express or
implied warranty of any kind. Unless specially agreed in writing, the Disclosing Party
does not warrant or make any representations regarding the use or the results of the
use of the Confidential Information in terms of their correctness, accuracy, reliability, or
otherwise. The Receiving Party agrees to hold the Disclosing Party free and harmless
from, and further covenants not to sue the Disclosing Party for, any claims based on
arising out of the use of or in reliance on the Confidential Information.

11. Nothing contained in this Agreement shall be construed as granting or conferring rights
by license or otherwise in any Confidential Information disclosed to the Receiving Party.

12. The Parties agree and acknowledge that any breach of the obligations contained in this
Agreement will cause irreparable loss and would not be compensable by monetary
damages alone and, accordingly, the aggrieved Party shall, in addition to the other
remedies a party may have at law or in equity, be entitled to obtain a specific
performance or injunctive relief against the other party in respect of the threatened
breach of this Agreement or the continuation of any such breach. The Parties further
agree that this Agreement shall be governed by the laws of the Republic of the
Philippines, without reference to conflict of laws principles, and any action at law or in
equity arising out of or relating to this Agreement shall be filed only in the courts of
Makati City, Philippines and hereby consent and submit to the exclusive jurisdiction of
said court for the purpose of litigating any such action.

13. If any provision of the foregoing terms shall be unlawful, void or unenforceable, then
that provision shall be deemed severable and shall not affect the validity and
enforceability of any remaining provisions. This is the entire agreement between the
 parties relating to the subject matter herein and shall not be modified except in writing,
signed by both parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

________________________________ RIZAL COMMERCIAL BANKING CORPORATION

By: _____________________________ By: _____________________________

 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

PROVINCE OF ____________ ) S.S.
CITY OF _____________________)

BEFORE ME, a duly authorized notary public for and in the above-named jurisdiction,
personally appeared on this ________ day of ___________, 20__, the following, who are personally
known to me and/or identified through competent evidence of identity and with community tax
certificate/s, to wit:

Name CTC No. Date/Place Competent Issued on/at

Issued Evidence of and/or Valid
Identity (Type of until
I.D./I.D. No.)

known to me and to me known to be the same persons who executed the foregoing instrument, and
who acknowledged before me that their respective signatures on the instrument were voluntarily
affixed by them for the purposes stated therein, and who declared to me that the said instrument is
their free and voluntary act and deed and that of the corporation/entity represented, and are duly
authorized to sign, if acting in a representative capacity.

I further certify that this instrument refers to a Non-Disclosure Agreement, consisting of

_______ (___) pages, including this page wherein the acknowledgment is written, and has been
signed by the herein parties and their witnesses.

IN WITNESS WHEREOF, I hereunto set my hand and affix my notarial seal on the date and at
the place above written.

Doc. No. Notary Public

Page No.
Book No.
Series of _________.

By: _____________________________ By: _____________________________