Non-Disclosure Agreement

This Non-disclosure Agreement (NDA) formally confirms the prior verbal agreement on
the strict observance of confidentiality, and of keeping the trust bestowed on the
individual signing below (hereafter referred to as the “trustee”) by the institution named
below represented by its duly authorized representative (hereafter referred to as “trustor’).

The NDA covers individual holding key position or with titles as department head,
consultant, auditor, or other position akin to such, including the subordinates who have
equal access to, or gain knowledge or information by the nature of the work or function.
Trustee acknowledges that the data and/or information object of this NDA are property of
trustor which may not be shared or disclosed without the latter’s written consent and
approval. Pursuant thereto, parties stipulate the following particulars:

1. CONFIDENTIAL INFORMATION. The term “Confidential Data or

Information” means data or information owned or belonging to trustor, and are privilege
in character which trustee has obtained knowledge of by the nature of the title and
position given by trustor.

Further, confidential information include any and all information concerning the
trustor’s business, technology, direct or indirect dealings of any kind and nature with any
party, including but not necessarily limited to business records and plans, trade secrets,
system, contracts, financial information, price structure, discounts, computer programs
and listings, source code, strategic alliances, partners, and customer and client lists.
Copyright and intellectual property are included, and in general, a prohibition against
disclosure following the presumption that data and information are deemed confidential
unless trustor deemed otherwise.

A. Confidential Data or Information does not include:

 Those of public knowledge.
 Those required for reportorial purposes.
 When declared in writing not to be confidential, or when prior written
consent authorizes the disclosure.

2. DUTY AND OBLIGATION TO PROTECT CONFIDENTIAL DATA AND

INFORMATION. Trustee concedes that during the course of the engagement, there may
be disclosed certain trade secrets, confidential and/or proprietary business information of
or regarding the trustor; consisting of but not necessarily limited to:

A. Technical Information: Assays and assay results, resource estimates and/or

projections, methods, processes, formulae, compositions, systems,
techniques, inventions, machines, computer programs, research projects and
experimental or developmental work, relating to any project or organization.
B. Business Information: Business and development plans, investor and
customer lists, pricing data, sources of supply, financial data, marketing,
production, and merchandising systems or plans and operation plans, investor
transactions, stock and/or warrant ownership.
Trustee agree that the data and information belong to or are owned by trustor, and of the
substantial time, effort and expense invested by the latter. When there is unauthorized
disclosure to parties who may benefit from the data or information, it shall constitutes as
a criminal act of qualified theft through breach of trust and confidence.

3. INDEMNIFICATION. The Parties agree to defend and indemnity each other at

all times in respect of any and all claims demands, losses, damages, liabilities, cost and/or
expenses of any kind whatsoever incurred by an entity not mentioned in this Agreement
except to the extent caused by the negligence or an unauthorized disclosure of
Confidential Information by one of the Parties of their respective employees, agents,
representatives, successors, heirs or assigns.

4. NOTICE. Any notice provided in this Agreement must be in writing and must be
either personally delivered, mailed by first class mail (postage prepaid and return receipt
requested), sent by reputable overnight courier service (charges prepaid), Letter Image
send via text message to its official number or through an official email address. If the
registered address should change the Parties shall specify by certified mail, text message
or official email correspondent, with return receipt or proof of receipt to one another.

5. COVENANTS. The parties hereto agree that the covenants, agreements and
restrictions (hereinafter “this covenant”) contained herein are necessary to protect the
business goodwill, business interest and proprietary rights of the Parties hereto and have
independently discussed, reviewed and had the opportunity of legal counsel to consider
this Agreement.

6. ENFORCEMENT. The Parties acknowledge and agree that due to the unique
and sensitive nature of the Confidential Information, any breach of this Agreement would
cause irreparable harm for which damage and or equitable relief may be sought. The
violated party shall be entitled to all remedies available by law.

7. AUTHORITY. This Agreement sets forth the entire Agreement and

understanding between the Parties and supersedes all prior oral or written agreements and
understanding relating to the subject matter of this Agreement. This Agreement may not
be modified or discharged, in whole or part, except by consent in writing signed by the
Parties.

8. ASSIGNMENT. This Agreement may not be assigned or otherwise transferred

by either party without the prior written consent of the non-transferring party.

9. BINDING ARRANGEMENT. This Agreement will be binding upon and inure

to the benefit of the parties hereto and each Party’s respective successors and assigns.

10. SEVERABILITY. In the event that any provision of this Agreement is held by a
court of competent jurisdiction to be unenforceable because it is invalid or in conflict
with any law of any relevant jurisdiction, the validity of the remaining provisions shall
not be affected, and the rights and obligations of the parties hereto shall be construed and
enforced as if the Agreement did not contain the particular provision(s) held to be
unenforceable.

11. GOVERNING LAW. This Agreement shall be governed by and construed in

accordance with the applicable laws in the Philippines.

12. VENUE OF ACTIONS. In case of a court suit, the venue shall be the courts of
competent jurisdiction in Cebu City to the exclusion of all other courts subject to prior
resort to alternative dispute resolution as herein prescribed.

13. AUTHORITY. Each party hereto represents and warrants that it has the full
power and authority to enter into and perform this Agreement, and each party knows of
no law, rule, regulations, order, agreement, promise, undertaking or other fact or
circumstances which would prevent its full execution and performance of this
Agreement.

14. COUNTERPARTS. This Agreement may be executed in any number of

counterparts, each of which shall be an original, but all of which together shall constitute
on e and the same agreement.
15. EXECUTION. The Parties hereto have executed this Agreement as of
__________________ (date)

IN WITNESS WHEREOF, the parties through their duly authorized representatives,

affixed their signatures this ______________________ day of
_______________________ at Cebu City, Philippines.

___________________________ ___________________________
TRUSTOR TRUSTEE

SIGNED IN THE PRESENCE OF:

______________________________ _________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF CEBU )  S.S.
X------------------------------------------------------/

BEFORE ME, a Notary Public, for and in the City of Pasay, this day of
____________________, in Cebu City, personally appeared:

all known to me to be the same person who executed the foregoing instrument and hereby
acknowledge to me that the same is their free and voluntary act and deed.

This instrument consisting of four (4) pages, including this page on which this
acknowledgment is written and has been signed by the parties and their witnesses and
sealed with my notarial seal.

WITNESS MY HAND and NOTARIAL SEAL on the date at the place first above
written.
Doc. No. ______;
Page No. ______;
Book No. ______;
Series of 2023.