CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement"),

made and entered into on this ___ day of _______________ 2012, by and
between:

(NAME OF YOUR COMPANY), whose

registered office is ___________________________,
registered under number __(SEC
Registration)___, represented by its
___(position)___, ___(NAME)___, hereinafter
referred to as “Disclosing Party”;

- and -

(NAME), ______________________
(POSITION) with principal address at
_____________________________________
____________________________________, hereinafter
referred to as “Receiving Party”;

(The Disclosing Party and Receiving Party shall

collectively be referred to as the “Parties” and a
“Party” shall be construed accordingly.)

WITNESSETH:

WHEREAS, the Disclosing Party is engaged in ____(please indicate

type of business)______;

WHEREAS, the Receiving Party is the ___(position i.e. Information

Technology Consultant)___ of the Disclosing Party;

WHEREAS, in the course of the employment and performance of

the duties and functions of the Receiving Party (the “Purpose”), the
Disclosing Party will disclose certain Confidential Information to the
Receiving Party;

NOW, THEREFORE, for and in consideration of the foregoing

premises, the Parties hereto hereby agree as follows:

1. Definitions
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For the purpose of this Agreement, "Confidential Information" shall

mean all technical, commercial or other proprietary and confidential
information, data or material made accessible or available through the
materials provided for the setting up of the website or which the
Receiving Party otherwise becomes aware of in the performance of duties
and functions, whether or not such disclosure took place before or after
the execution hereof and whether or not the information was, at any
time, referred, identified, marked or stated as confidential or proprietary,
including but not limited to information embodied in the
________________.

New discoveries, ideas or works of diversity in whole or in part,

conceived or made by the Receiving Party during the term of this
Agreement but which were made through the direct or indirect use of
Confidential Information shall belong exclusively to the Disclosing Party
and shall be considered part of the Confidential Information whether or
not fixed in a tangible medium of expression.

2. Purpose

The Receiving Party shall use the Confidential Information only for
the Purpose agreed upon by the Parties upon the engagement of the
Receiving Party and for no other reason, even for the Receiving Party’s
internal needs.

3. Confidentiality Obligation

The Receiving Party hereby agrees to protect the Confidential

Information by using, at all times, the highest degree of care possible to
prevent the unauthorized use, dissemination or publication of the
Confidential Information. The Receiving Party shall limit the use of and
access to the Confidential Information for the setting up of the website to
individuals who need to know such Confidential Information for the
Purpose and only to such extent that shall enable said individuals to
perform their duties in view of the Purpose.

The Receiving Party undertakes and commits NOT to reverse

engineer, modify, alter, adapt, change, enhance, deliver, communicate,
reproduce, translate, disassemble, reverse-decompile in whole or in part,
the ___________ nor any copy of the__________________, any source code or
documentation whatsoever resulting from such and any other
Confidential Information, without the prior written and signed consent of
the proper and duly authorized officer of the Disclosing Party.
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Upon discovery of the inadvertent or accidental disclosure of any

Confidential Information, the Receiving Party shall promptly notify in
writing the Disclosing Party and take all reasonable actions to retrieve
the disclosed information and stop further disclosure.

4. Term

The Receiving Party’s obligations to protect Confidential

Information hereunder shall be in effect from the date of this Agreement
and shall continue, notwithstanding any termination or resignation of
the Receiving Party, for a period of twenty (20) years from the date of
disclosure of an item of Confidential Information/for a period of twenty
(20) years from such termination or resignation.

5. Exclusions

Confidential Information shall not include information that: (i) is or

becomes a matter of public knowledge through no fault, negligence, act
or omission of the Receiving Party; (ii) came to the Receiving Party’
possession or known by it prior to receipt from or dealings with the
Disclosing Party, in both cases, through substantially provable fair and
legal means; (iii) is independently developed by the Receiving Party
without any access to or any use of the Confidential Information; (iv)
which is obtained from a source other than the Disclosing Party without
obligation of confidentiality through no fault of the Receiving Party; (v) is
required to be disclosed pursuant to any statutory or regulatory
authority or court order, provided that the Disclosing Party is given
prompt written notice of such requirement prior to disclosure and, in any
event in such case, the scope of the disclosure shall be strictly limited to
the extent legally required.

6. Return of Confidential Information

Upon request of the Disclosing Party at anytime, the Receiving

Party shall turn over to the Disclosing Party all Confidential Information,
all documents or media containing such Confidential Information, and
any and all copies or extracts thereof.

7. Injunctive Relief

The Parties acknowledge and agree that due to the unique nature
of Confidential Information, there may be no adequate relief at law for
any breach or possible breach of the Receiving Party’s obligations
hereunder. The Parties further agree that any breach may allow the
Receiving Party or any third party to unfairly compete with the Disclosing
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Party resulting in irreparable harm and damage to the Disclosing Party,

hence, upon any such breach or any threat thereof, the Disclosing Party
shall be entitled to seek appropriate equitable and/or injunctive relief in
addition to whatever remedies the Disclosing Party may have in law
and/or under this Agreement. The Receiving Party shall, upon the
occurrence of any such actual, threatened or suspected unauthorized
disclosure of Confidential Information or other breach of this Agreement,
promptly notify the Disclosing Party in writing and take all reasonable
actions to retrieve the disclosed information and stop further disclosure.

8. Ownership/Use of Confidential Information

The Parties hereby expressly acknowledge that the Confidential

Information is proprietary to and is owned by the Disclosing Party.
Hence, the Receiving Party shall not disclose or use the same or any part
thereof for any reason or purpose whatsoever aside from as expressly
allowed herein.

9. General

No waiver or modification of this Agreement shall be binding upon

either Party unless made in writing and signed by a duly authorized
representative of each Party and no failure or delay in enforcing any right
hereunder will be deemed a waiver thereof. In the event that any
provision of this Agreement shall be held by a court or tribunal of
competent jurisdiction to be unenforceable or invalid, the remaining
portions hereof shall remain in full force and effect. This Agreement shall
be governed by the laws of the Republic of the Philippines without regard
to the conflicts of laws provisions thereof, and each Party irrevocably
submits to the jurisdiction and venue of the proper courts in _______
City, Philippines, to the exclusion of all other courts, venues and
jurisdictions. This Agreement shall be binding upon and inure to the
benefits of the Parties, their respective successors-in-interest and
assigns.

10. Breach of Confidentiality Obligations

In the event of any breach of this Agreement, the Disclosing Party

will be entitled to obtain an injunction against such breach from any
court of competent jurisdiction immediately upon request, in addition to
any other rights and legal remedies which may be available at law, in
equity, by statute or otherwise to the Disclosing Party. The Receiving
Party shall be responsible and primarily liable for, and agree to and shall
indemnify the Disclosing Party from and against, any and all claims,
demands, actions, losses, damages, liabilities, costs and expenses and
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disbursements incurred or sustained as a result of any breach by the

Receiving Party of any of the provisions hereof (including, without
limitation, any unauthorized use or disclosure of the Confidential
Information by the Receiving Party, or otherwise resulting from the acts
or omissions of the Receiving Party).

In addition, the Disclosing Party will be entitled to recover

attorneys’ fees and expenses and court costs in the event of any breach
of this Agreement by the Receiving Party. For the purposes of this
Agreement, the term “attorneys’ fees” shall mean the full and actual costs
of any legal services actually rendered in connection with the matters
involved, calculated on the basis of the usual fees charged by attorneys
performing such services, and shall not be limited to “reasonable
attorneys’ fees” as defined by any statute or rule of court.

IN WITNESS WHEREOF, the parties have caused this Agreement to

be signed by their duly authorized representatives on the date and place
first above written.

NAME OF YOUR COMPANY NAME OF I.T. PERSON

"Disclosing Party" "Receiving Party"

__________________________________
(REPRESENTATIVE)

SIGNED IN THE PRESENCE OF

________________________________ ____________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

Makati City ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, on

this ______ day of _______________________, personally appeared the
following:
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NAME Government Issued I.D.

Date/Place Issued

All known to me and to me known to be the same persons who executed

the foregoing instrument and they acknowledged to me that the same is
their free and voluntary act and deed as well as that of the corporations
herein represented.

This instrument refers to a Confidentiality and Non-Disclosure

Agreement consisting of six (6) pages including this page whereon the
acknowledgment is written, signed by the parties and their witnesses on
each and every page thereof and hereof.

WITNESS MY HAND AND NOTARIAL SEAL on the date and place

first above written.
Notary Public
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 2012.