NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (this “Agreement”) is entered into by

______MARY ANNE A. CATAAG_________________ (hereinafter “REX Talent”), an
entity duly registered under Philippine laws, with business address at _354
PUROK 2__SAN GREGORIO, SAN PABLO CITY, LAGUNA___________, and REX
EDUCATION, a Philippine Corporation with principal office at 84-85 P. Florentino
Street, Sta. Mesa Heights, Quezon City, and is effective as of the date that the
Parties (as herein defined) first disclose Confidential Information (as herein
defined) in connection with the Learning Progression & Pre-requisites and
Interpersonal & Communication Skills Training (Transaction as herein defined).
In consideration of the Parties being provided with the Confidential Information
and being offered the opportunity to evaluate the Transactions, the Parties agree
as follows:

1. Definitions, purpose and scope. In connection with the Learning

Progression & Pre-requisites and Interpersonal & Communication Skills
Training (the “Transactions”), each Party may disclose to the other Party
certain nonpublic information. A Party, when disclosing such information,
is referred to herein as “Discloser”. A Party, when receiving such
information, is referred to herein as “Recipient”. Such nonpublic
information may include, but is not limited to, Discloser’s business, sales
and operations, infrastructure, designs, scientific and technical
information, textbooks, business plans, software, marketing strategies,
sales history, financial information, business activities, customer lists,
pricing and related strategies, and nonpublic information of a confidential
nature pertaining to one or more clients of Discloser. Such information,
whether written or oral, together with analyses, compilations, studies or
other documents prepared by Discloser or its affiliates, officers, directors,
employees, agents or representatives (collectively, the “Representatives”)
that contain or otherwise reflect such information, shall be referred to as
“Confidential Information”.
2. Exclusions to scope of Confidential Information. The term “Confidential
Information” does not include any information that (i) was publicly available
prior to the date of this Agreement or thereafter becomes publicly available
without any violation of this Agreement on the part of Recipient or any of its
Representatives; or (ii) was available to Recipient on a non-confidential basis
prior to its disclosure to Recipient or its Representatives or becomes available
to Recipient from a person, other than Discloser or its Representatives, who
is not, to the best of Recipient’s knowledge, subject to any legally binding
obligation to keep such information confidential; or (iii) can be proven by
Recipient, through documentation, to have been ascertained independently
from, or developed by, someone who had no prior knowledge of the
Confidential Information.
3. Restrictions on use and disclosure. The Confidential Information provided by
Discloser to Recipient shall be kept confidential by Recipient and shall not be
 disclosed, in whole or in part, by Recipient to any person other than
Recipient’s Representatives who need to know the Confidential Information
for the purpose of evaluating the proposed Transactions. Recipient shall take
all reasonable security precautions (and in any event at least as great as the
precautions Recipient takes to protect its own most sensitive confidential
business information) to keep confidential and protect the Confidential
Information from unauthorized access and use. Recipient agrees to inform its
Representatives of the nonpublic nature of the Confidential Information and
to direct its Representatives to treat such Confidential Information in
accordance with the terms of this Agreement. Recipient shall not use or allow
the use of the Confidential Information for any purpose except to evaluate the
proposed Transactions. Recipient shall be responsible for any breach of the
terms of this Agreement by its Representatives. Except as otherwise required
by law, each Party and its respective Representatives shall not disclose to any
person (a) that the Parties have exchanged Confidential Information, (b) that
discussions or negotiations are taking place concerning the Transactions, or
(c) any of the terms, conditions or other facts with respect to any possible
Transactions, including the status thereof, without the prior consent of the
other Party. Recipient shall not reverse engineer, disassemble or decompile
any prototypes, software or other tangible objects which embody Discloser’s
Confidential Information.
4. Third party disclosure requests. In the event Recipient or any person to whom
it transmits the Confidential Information is requested or required (by oral
questions, interrogatories, requests for information or documents,
subpoenas, civil investigative demand or otherwise) to disclose any of the
Confidential Information of Discloser, Recipient shall provide Discloser with
prompt notice so that Discloser may seek a protective order or other
appropriate remedy or waive compliance by Recipient to the provisions of this
Agreement. In the event that such protective order or other remedy is not
obtained, or Discloser waives compliance with the provisions of this
Agreement, Discloser shall provide written instructions to Recipient as to the
scope and method of disclosing the Confidential Information; provided,
however, Recipient shall be indemnified and held harmless in connection with
any such disclosure in compliance with such instructions.
5. Relationship. Nothing herein shall be interpreted to create an obligation on
either party to enter into future contracts, promise of renumeration, or an
offer for future employment. The scope and limit of this agreement is limited
only to the relationship of the parties in relation to the disclosure of
confidential information.
6. Retention of ownership. The Confidential Information and all copyright and
other proprietary rights therein shall remain the property of Discloser.
7. Return or destruction of Confidential Information. At Discloser’s request,
Recipient shall promptly return all originals, copies, reproductions and
summaries of the Confidential Information or, at Discloser’s option, certify
destruction of same.
8. Injunctive relief. The Parties acknowledge that Discloser may be irreparably
harmed by Recipient’s breach of its confidentiality obligations under this

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 Agreement. Accordingly the Parties agree that Discloser shall be entitled, in
addition to any other rights and remedies available to Discloser, to such
injunctive or equitable relief as may be deemed proper by a court of
competent jurisdiction.
9. Assignment. This Agreement shall be binding upon and shall benefit each
Party’s respective successors and lawful assigns; provided, however, that
neither Party may assign this Agreement (whether by operation of law, sale of
securities or assets, merger or otherwise), in whole or in part, without the prior
written approval of the other Party. Any attempted assignment in violation of
this section shall be void.
10. Waiver. No failure or delay by a Party in exercising any right, power or
privilege under this Agreement shall operate as a waiver thereof or preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege under this Agreement.
11. Definitive agreement. Until an agreement relating to the Transactions is
executed, the Parties shall have no obligation to proceed with the
Transactions. Each Party may terminate discussions concerning the
Transactions with the other Party at any time for any reason.
12. Costs. Each Party shall bear its own costs and expenses incurred in connection
with evaluating the Transactions and entering into this Agreement.
13. Governing law and notices. This Agreement represents the entire agreement
between the Parties with respect to its subject matter and shall be governed
by, and construed in accordance with, the laws of the Republic of the
Philippines without regard to conflicts of laws principles. Each Party hereby
irrevocably and unconditionally consents and submits to the exclusive
jurisdiction of the courts of the Quezon City, Philippines or for any actions
arising out of or relating to this Agreement and agrees that service of process
to a Party by any permissible means under applicable law shall be effective
service of process for any action brought against such Party in any such court.
Each Party hereby irrevocably and unconditionally waives any objection to the
laying of venue of any action in such courts.
14. Term, termination and survival. This Agreement shall apply to all Confidential
Information disclosed by Discloser to Recipient, including without limitation
any Confidential Information disclosed prior to the date of this Agreement,
and shall continue in full force and effect for so long as Recipient retains or
continues to receive Confidential Information from Discloser.
Notwithstanding the foregoing, either Party may terminate this Agreement
upon ninety (90) days prior written notice to the other Party. All sections of
this Agreement relating to the rights and obligations of the Parties concerning
Confidential Information disclosed during the term of this Agreement shall
survive any termination.

IN WITNESS WHEREOF, each Party has caused this Agreement to be

executed by its duly authorized representative as of the date set forth below.

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_____________________________ ______________________

By: Toni-Rose C. Levita By : MARY ANNE A.CATAAG

Title: TMO Manager Title: REX Talent

Date: October 13, 2022 Date: October 13, 2022