NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Non- Disclosure Agreement is made and executed this ________ day of Month,
2021 by and between:

DE LOS SANTOS MEDICAL CENTER INC., a corporation duly organized

and existing under and by virtue of the laws of the Philippines with principal office
address located at 201 E Rodriguez Sr. Blvd., Quezon City, Metro Manila,
represented herein by its President and CEO, ELIZABETH G. DANTES,
hereinafter referred to as the “Disclosing Party”.
-and-

E.M. ZALAMEA ACTUARIAL SERVICES, INC., a corporation/sole

proprietorship/ partnership duly organized and existing under and by virtue of the
laws of the Philippines with principal office address located at ADDRESS,
represented herein by its position, NAME, hereinafter referred to as the
“Receiving Party”.

WITNESSETH:

WHEREAS, the Disclosing Party possesses non-public Confidential, Proprietary and Trade
Secret Information regarding its business operations and development;
WHEREAS, the Parties may or have entered into a business relationship/ employment, through
which the Receiving Party will have access to the Confidential, Proprietary and Trade Secret
Information;
WHEREAS, the Parties intend to enter into a confidential relationship to maintain the secret and
private nature of such information;
NOW THEREFORE, for and in consideration of the covenants and promises contained in this
Agreement, the Parties agree as follows:

I. Definitions

a. Confidential Information - For purposes of this Agreement, "Confidential

Information" shall include any and all business, technical data or information that
is proprietary to the Disclosing Party and not generally known to the public,
including any and all information relating to the personnel, management,
processes and procedures, operation and customers of the Disclosing Party,
whether in tangible or intangible form, whenever and however disclosed, or
which may be provided or disclosed to the Receiving Party in the course of the
business relationship. Confidential Information also include but is not limited to
the following:
 o Information relating to commercial, financial, marketing, technical, planning or
other business affairs and internal records of both parties;
o Trade secrets, know-how, methods, techniques, processes, programs, inventions
and other information relating to products, services or processes marketed or used
in the course business of both parties; and

o Customer lists and other information relating to other persons, including

customers, subcontractors, employees, and co-venturers of both parties or any of
their customers or potential customers.

o All Personal Information of the personnel, management and customers of

Disclosing Party, as defined under the Data Privacy Act of 2012. Notwithstanding
the foregoing, in case of doubt whether any information is confidential, the same
shall be treated as confidential.

Notwithstanding the foregoing enumeration, in case of doubt as to whether the

particular information is confidential, the same shall be treated as confidential.

b. Confidential Materials shall mean all tangible materials containing Confidential

Information, including without limitation written or printed documents or those in
any material which contain confidential information such as but not limited to
CDs, flash drive or any storage material.

c. Disclosing Party is the party disclosing the Confidential Information and/or the
Confidential Materials.

d. Receiving Party is the party in receipt of the Confidential Information and/or the
Confidential Materials.

e. Trade Secret Information – refers to any formula, pattern, design, device, or

compilation of information that is used in the Disclosing Party’s business and
gives the Disclosing Party an advantage or an opportunity to gain advantage over
its competitors who do not possess said information. “Trade Secret Information”
includes processes or devices intended for continuous use in the operation of the
Disclosing Party’s business.

II. Exclusions

Receiving Party's obligations under this Agreement do not extend to information that is:
(a) publicly known at the time of disclosure or subsequently becomes publicly known
through no fault of the Receiving Party; (b) discovered or created by the Receiving Party
before disclosure by Disclosing Party; (c) learned by the Receiving Party through
legitimate means other than from the Disclosing Party or Disclosing Party's
representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior
written approval. These exclusions shall not apply to Personal Information disclosed
without consent of the data subject, whether or not such Personal Information has been
previously made public.

III. Use of Confidential Information

The Receiving Party agrees and warrants that the Confidential Information shall be used
solely in connection with and for the fulfilment of the engagement and performance of
 the Services under the Agreement, and not for any purpose other than as authorized by
this Agreement without the prior written consent of the Disclosing Party. No other right
or license, whether expressed or implied, in the Confidential Information is granted to the
Receiving Party hereunder. Title to the Confidential Information will remain solely in the
Disclosing Party. All use of Confidential Information by the Receiving Party shall be for
the benefit of the Disclosing Party and any modifications and improvements thereof by
the Participant shall be the sole property of the Disclosing Party. Receiving Party shall
not, without prior written approval or consent of Disclosing Party, use for Receiving
Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by
others for their benefit or to the detriment of Disclosing Party, any Confidential
Information.

IV. Obligation of the Parties

Neither party shall, without the prior written consent of the other party:

a. disclose to any person that it possesses such Confidential Information;

b. disclose any or all parts of the Confidential Information to any person, including any
third party or employee of the parties, unless such persons are required to have
knowledge of the Confidential Information for the parties to achieve their mutual
purposes, as may be determined by the original disclosing party, and they have been
advised of the confidential and proprietary nature of the Information and have agreed
to protect the same; or
c. reproduce, copy or permit to be reproduced or copied Confidential Information in any
medium or form; Provided, that the receiving party shall at all times protect the
Confidential Information by using the same degree of care to prevent its unauthorized
use, dissemination or publication as the receiving party uses to protect its own
confidential information of a like nature, but no less than a reasonable degree of care,
and that the receiving party shall enforce this Agreement against those persons to
whom it is authorized to disclose the Disclosing Party’s Confidential Information for
and on behalf of the Disclosing Party.
d. All Confidential Information (including all copies thereof) shall remain the property
of Discloser. All copies shall bear all proprietary markings contained on or in the
originals. Upon the request of Discloser, Recipient shall, at Recipient’s option, either
(a) return such materials to Discloser, or (b) certify the destruction thereof.
e. Except as may be required by law, each Party agrees not to 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 Party.
f. Any Confidential Information supplied to the Receiving Party by the Disclosing Party
prior to the execution of this Agreement shall be considered in the same manner and
be subject to the same treatment as the Confidential Information made available after
the execution of this Agreement.

V. Term

The non-disclosure provisions of this Agreement shall survive the termination of this
Agreement and Receiving Party's duty to hold Confidential Information in confidence
shall remain in effect until the Confidential Information no longer qualifies as a trade
secret or until Disclosing Party send the Receiving Party a written notice releasing
Receiving Party from this Agreement.
 VI. Restrictions

a. Receiving Party shall not disclose any Confidential Information to any third parties
for three (3) years following the date of its disclosure by Disclosing Party to
Receiving Party, except to Receiving Party's consultants as set out below. However,
Receiving Party may disclose Confidential Information in accordance with judicial or
other governmental order, provided that the Receiving Party shall give the Disclosing
Party reasonable notice prior to such disclosure.
b. Receiving Party shall take reasonable security precautions, at least as great as the
precautions it takes to protect its own Confidential Information, to keep confidential
the Confidential Information. Receiving Party may disclose Confidential Information
or Confidential Materials only to Receiving Party's employees or bona-fide
consultants on a need-to-know basis.
c. Receiving Party shall execute appropriate written agreements with its employees and
consultants sufficient to enable them to comply with all the provisions of this
Agreement.
d. Confidential Information and Confidential Materials may be disclosed, reproduced,
Summarized, or distributed only in pursuance of the Receiving Party's business
relationship with Disclosing Party.

VII. Acknowledgment

The Parties hereby 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 it 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.

VIII. Return and Disposal of Confidential Materials

Upon termination of this Agreement, the parties shall demand of each other the
immediate return/disposal of all copies of documents and materials containing
Confidential Information disclosed to one party by the other, to the possession or control
of the Disclosing Party within (1) one month from completion of the mutual purpose or
purposes of the parties, or receipt of a written request from the other party, which written
request shall enumerate the specific documents and materials wished by the disclosing
party to be returned to it or disposed by the receiving party. The receiving party shall
certify in writing to the Disclosing Party that it retains no copy and has fully complied
with the requirements of this clause.

IX. Public Disclosure

Neither Party hereto shall in anyway or in any form disclose, publicize, or advertise in
any manner the discussions that gave rise to this Agreement nor the discussions or
negotiations covered by this agreement without prior written consent of the other Party.
Further, the content and timing of any public announcement that is not required by law
relating to the Purpose must be previously agreed by the Parties in writing. For public
announcement required by law, the Parties will endeavor, where possible, to consult each
other about the content and timing of such public announcement.

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

XI. Governing Laws

This Agreement shall be governed by and construed in accordance with the laws of the
Republic of the Philippines

DE LOS SANTOS MEDICAL CENTER E.M. ZALAMEA ACTUARIAL

INC., SERVICES, INC.

BY: BY:

ELIZABETH G. DANTES NAME

President and CEO POSITION
 SIGNED IN THE PRESENCE OF

witness witness
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

QUEZON CITY) S.S.

BEFORE ME, a duly authorized notary public for and in the above-named jurisdiction,
personally appeared on this ____________________, 2021, the following, who are personally
known to me and/or identified through competent evidence of identity, to wit:

Name Competent Evidence of Issued on/at and/or Valid

Identity (Type of I.D./I.D. until
No.)

Both 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 entity represented, and are
duly authorized to sign, if acting in a representative capacity.

This ____________________, 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.

Notary Public

Doc. No. ___

Page No. ___
Book No. ___
Series of 2021.