NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This NON-DISCLOSURE AGREEMENT is entered by and between:

____________________________________, a corporation duly organized and existing under

and by virtue of the laws of the Republic of the Philippines, with office address at _______
_________________________, Philippines, represented in this act by its
__________________, hereinafter referred to as the “FIRST PARTY”.

– and –
 
____________________________________, a corporation duly organized and existing under
and by virtue of the laws of the Republic of the Philippines, with office address at _______
_________________________, Philippines, represented in this act by its
__________________, hereinafter referred to as the “SECOND PARTY”.

Witnesseth: that _________________________-

WHEREAS the parties desire to enter a working business relationship involving the
__________________________________________________, to the mutual and common
benefits of the parties.

WHEREAS, the parties agree to disclose information or contacts to each other and bind
themselves to keep these information or contacts confidential and enjoin or prohibit each other
from doing business with any and all contacts disclosed by any of the parties to the other
without the express consent of the other party;

NOW THEREFORE for and in consideration of the foregoing premises and the covenants
herein contained the parties agree as follows:

1. The FIRST PARTY shall provide or disclose to the SECOND PARTY all information
about their company, including information about their capitalization, stockholders,
affiliates, subsidiaries, and other associated entities,

2. The SECOND PARTY shall also provide or disclose to the FIRST PARTY all information
about their company, including information about their capitalization, stockholders,
affiliates, subsidiaries, and other associated entities.

3. The parties will not in any manner solicit nor accept any business in any manner from
any entity disclosed to or made available to the other without the express written
authorization of the party who introduce such entity or provide information about said
entity,
 4. The parties will maintain complete confidentiality regarding all information disclosed to
each other and will not disclose said information to any third party without the express
written permission of the party who made available the source.

5. The information to be kept confidential shall include names, addresses, email

addresses, telephone and telefax or telex numbers of contacts disclosed by one party to
the other. The parties recognize such contacts as the exclusive property of the
respective parties and that they will not enter any direct negotiations or transactions with
such contacts revealed by the other party unless there is written permission of the party
who made available the information.

6. The parties hereby agree that this AGREEMENT shall form part and parcel of a Lease
and Service Agreement that the parties intend to execute.

7. In the event of circumvention of this Agreement by either party, directly or indirectly, the
circumvented party shall be entitled to a compensation equivalent to the share of the
circumventing party in the Lease and Service Agreement plus all expenses, including but
not limited to all legal costs and expenses incurred.

8. This agreement is valid for all transactions between the parties herein and shall be
governed by the applicable arbitration law and procedures.

9. All signatories hereto acknowledge that they have read the foregoing AGREEMENT and
that they have full and complete authority to execute this AGREEMENT for and in the
name of the party they represent.

10. The duration of this AGREEMENT shall be for ______ from date hereof.

IN WITNESS WHEREOF, the parties hereunto affix their signatures this __________________
at __________, Philippines.
 
 
___________________________ _______________________________
By: First Party By: Second Party

___________________________ _______________________________
SIGNED IN THE PRESENCE OF:
 ACKNOWLEDGMENT

Republic of the Philippines

Province of ________________________)
City or Municipality of ________________________) S.S.

BEFORE ME, a Notary Public, for and in City or Municipality of ________________________,

________________________, this _________ day of ________________________,
20__________, personally appeared the following persons:

1. ________, in their capacity as the duly authorized representative of ________, with the
following competent proof of identification:
a. Valid ID with number ________ which expires on ________

2. ________, with the following competent proof of identification:

a. Valid ID with number ________ which expires on ________

All known to me to me and to me known to be the same persons who executed the foregoing
Employment Agreement and they acknowledged to me that the same is their free and voluntary
act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the
date and at the place written above.

Doc. No. _________;

Page No. ________;
Book No. ________;
Series of ________.