CONFIDENTIALITY

AND
NON-DISCLOSURE, NON-CIRCUMVENT AGREEMENT

This Agreement is made and entered into by and between

_________________________________________ and BELCOM BUSINESS PROCESS OUTSOURCING
SERVICES in connection with the information and data submitted by the former pertinent to information relevant to
BUSINESS PROCESS OUTSOURCING CONSULTANCY. This Agreement is being executed to safeguard and
protect Confidential and Proprietary Information [Intellectual Property (IP) and/or Intellectual Property Rights
(IPRs)] owned by the “Disclosing Party”.

The “Disclosing Party” and the Receiving Party do hereby agree, as follows:

1. “CONFIDENTIAL INFORMATION,” as used herein shall mean proprietary information and/or data
provided by “Disclosing Party” to the Receiving Party during the disclosure of confidential
information, which are to be kept confidential by the Receiving Party.

2. All information provided through and/or by “Disclosing Party” to the Receiving Party for the
commissioned work shall be marked as “Proprietary and Strictly Confidential.”
Information disclosed through oral presentation and/or through power point presentation and/or other
means must be identified also as strictly confidential during and after the time/period of disclosure.

3. It is agreed that the Receiving Party shall keep the information confidential and shall not publish or
otherwise disclose such information except to the extent that it can be established by the Receiving
Party by competent proof that such information:

(a) Was already known to the Receiving Party, other than under an obligation of confidentiality, at
the time of disclosure and/or presentation;

(b) Was generally available to the public or otherwise part of the public domain at the time of its
disclosure to the Receiving Party;

(c) Became generally available to the public or otherwise part of the public domain after its
disclosure and other that through any act or omission of the Receiving Party; and

(d) Was subsequently lawfully disclosed to the Receiving Party by a Third Party.

4. EXCLUSIONS FROM CONFIDENTIAL INFORMATION. The Receiving Party will not disclose
any Confidential Information to any other person or will use any Confidential Information other than in
connection with the commissioned work without its prior written approval. Each one or all agree to
observe, exercise and execute extreme care in protecting the confidentiality of any Confidential and
Proprietary Information.

5. All Confidential Information delivered/presented and/or disclosed by “Disclosing Party” will be and
remain as Intellectual Property of “Disclosing Party”. All Confidential Information, and/or any hard
copies, thereof of the disclosed confidential information will be promptly returned to “Disclosing
Party” without retaining a copy in the possession of the Receiving Party. All electronic documentation
of the confidential information will be deleted from the file repository of the Receiving Party once the
commissioned work is completed, or if the “Disclosing Party” wanted to do so.

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6. TIME PERIODS. When informed of the proprietary and confidential nature of Confidential
Information that has been disclosed by the other Party, the receiving Party (“Recipient”) shall, for a
period of three (3) years from the date of disclosure, refrain from disclosing such Confidential
Information to any contractor or other third party without prior, written approval from the disclosing
Party and shall protect such Confidential Information from inadvertent disclosure to a third party using
the same care and diligence that the Recipient uses to protect its own proprietary and confidential
information, but in no case less than reasonable care. The Recipient shall ensure that each of its
employees, officers, directors, or agents who has access to Confidential Information disclosed under
this Agreement is informed of its proprietary and confidential nature and is required to abide by the
terms of this Agreement. The Recipient of Confidential Information disclosed under this Agreement
shall promptly notify the disclosing Party of any disclosure of such Confidential Information in
violation of this Agreement or of any subpoena or other legal process requiring production or disclosure
of said Confidential Information.

7. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. Any one or all persons listed herein

recognize and agree that nothing contained in this Agreement shall be constructed as granting any
rights in his/her/their favor, by license or otherwise, to any Confidential Information except as specified
in this Agreement.

8. Any one or all persons listed herein similarly acknowledge that all Confidential Information is owned
solely by “Disclosing Party” and that unauthorized disclosure or use of such Confidential Information
would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain.
Accordingly, any one or all persons listed herein agree that the “Disclosing Party” shall have the right to
obtain an immediate injunction enjoining any breach of this Agreement, as well as the right to pursue
any and all other rights and remedies available at law or in equity for such breach.

9. NON-DISCLOSURE OF EXISTENCE OF NEGOTIATION Without the prior written consent of

the Disclosing Party, or except as may be required by applicable law or regulation, the Recipient nor
any person acting on behalf of the Recipient shall disclose to any third party that discussions or
negotiations are taking place between the Parties concerning the Potential Transaction, including the
status of such discussions or negotiations. This is a material provision to this Agreement and the
Disclosing Party would not have disclosed any Confidential Information but for this provision.

NON-DISCLOSURE OF IDENTITY. Without the prior written consent of the Disclosing Party, or
except as may be required by applicable law or regulation, the Recipient nor any person acting on
behalf of the Recipient shall disclose to any third party the identities of the persons directly involved
with the business of the Disclosing Party. This is a material provision to this Agreement and the
Disclosing Party would not have disclosed any Confidential Information but for this provision

10.NON-CIRCUMVENTION. During the term of this Agreement, the Recipient agrees not to pursue or
engage in any transaction involving the Potential Transaction, or contact directly or indirectly any party-
in-interest relating to the Disclosing Party’s business or pursue any introduction of any party of interest
without the Disclosing Party’s prior written consent. The Recipient agrees that all communications
regarding the Potential Transaction, requests for additional information, and discussions or questions
regarding procedures will be submitted or directed to the Disclosing Party and not directly with any
other party. The Recipient covenants not to use the Confidential Information to the detriment of the
Disclosing Party and to use it only in connection with its evaluation of the Potential Transaction. The
Disclosing Party shall be present in the engagement of any transaction involving the Potential
Transaction with introduced parties-in- interest by the Recipient.

11.LIMITATIONS. The terms of this Agreement shall not be construed to limit either Party’s right to
develop independently or acquire products without use of the other Party’s Confidential Information.
The disclosing party acknowledges that the Recipient may currently or in the future be developing
information internally, or receiving information from other parties, that is similar to the Confidential
Information. Nothing in this Agreement will prohibit the Recipient from developing or having
developed for it products, concepts, systems or techniques that are similar to or compete with the

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 products, concepts, systems or techniques contemplated by or embodied in the Confidential Information
provided that the Recipient does not violate any of its obligations under this Agreement in connection
with such development.

Provided further, that the Recipient may make any Disclosure of Confidential Information to the
Recipient’s Representatives who need to know such information for the purpose of evaluating
the Potential Transaction and who agree to keep the information in confidence.

1. RELATIONSHIP. Nothing contained in this Agreement shall be deemed to constitute either

party a partner, joint venture or employee of the other party for any purpose

2. CONFIDENTIALITY. Neither Party will, without prior approval of the other Party, make any public
announcement of or otherwise disclose the existence or the terms of this Agreement.

3. SEVERABILITY. If a court finds any provision of this Agreement invalid or unenforceable, the
remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.

4. INTEGRATION. This Agreement expresses the complete understanding of the parties with respect to
the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This
Agreement may not be amended except in writing signed by both parties.

5. WAIVER. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or
subsequent rights.

6. EFFECTIVITY. This Agreement shall remain in effect for a period of two (2) years from the
effectivity Date unless otherwise terminated by either Party giving notice to the other of its desire to
terminate this Agreement. The requirement to protect Confidential Information disclosed under this
Agreement shall survive termination of this Agreement.

12. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws
of the PHILIPPINES (without giving effect to principles of conflicts of laws). Each party (a) irrevocably
and unconditionally consents and submits to the jurisdiction of the courts located in the Philippines for
purposes of any action, suit or proceeding arising out of or relating to this Agreement; (b) agrees that
service of any process, summons, notice or document by registered mail to the address set forth at the end
of this Agreement shall be effective service of process for any action, suit or proceeding brought against
such party; (c) irrevocably and unconditionally waives any objection to the laying of venue of any action,
suit or proceeding arising out of or relating to this Agreement in any court of the Philippines; (d)
irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally
agree not to plead or claim, that any action, suit or proceeding arising out of or relating to this Agreement
that is brought in an inconvenient forum, and (e) agrees that monetary damages of not less than Twenty
Million Philippine Pesos (Php 20,000,000.00) would not be a sufficient remedy for any breach of this
Agreement and that the non-breaching party shall be entitled to equitable relief, including an injunction or
injunctions and specific performance, as a remedy for any such breach, and that such remedy shall not be
deemed to be the exclusive remedy for a breach by either party of this Agreement but shall be in addition to
all other remedies available at law or in equity.

13. This Agreement shall be in effect for three (2) years from the date of the last disclosure of Confidential
and Proprietary Information, at which time it will terminate.

IN WITNESS WHEREOF, parties have affixed their signatures this _____ day of ___________, 2022 at their
respective provinces.

___________________________________ _____________________________
Recipient Disclosing Party

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Represented by: Represented by:

_____________________________ _______________________________

Designation Designation

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