CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”)

made and entered into this __ day of __________, 2017 by and between:

_______________, a corporation duly organized and existing under

Philippine laws, with principal offices at ______________, represented
herein by its _______________, _______________, hereinafter referred
to as the "Recipient";

(Each of the above shall be referred to as a “Party” and both as the

“Parties”).

- and -

_______________, a corporation duly organized and existing under

Philippine laws, with principal offices at ______________, represented
herein by its _______________, _______________, hereinafter referred
to as the "Recipient";

(Each of the above shall be referred to as a “Party” and both as the

“Parties”).

Recitals:

I. The Discloser possesses certain confidential proprietary information, as

hereafter defined;

II. In connection with an intended transaction involving the Discloser’s

_____________ (the "Project"), confidential proprietary information of the
Discloser may become available to the Recipient;

III. The Discloser desires to prevent the unauthorized use and disclosure of its
confidential proprietary information.

It is Agreed:

1. Confidential Information. For purposes of this Agreement, "Confidential

Information" shall mean any and all information not generally available to the
public relating to the Project or to the Discloser or its related companies, their
past, existing or future business, operations, plans or projects (whether verbal or
written, in tangible or intangible form) which the Discloser may disclose, or
provide access, to the Recipient in the course of presentations, discussions, or
negotiations between the Parties.

2. Non-disclosure Obligations. The Recipient covenants and agrees to receive and

 hold the Confidential Information in confidence. Without limiting the generality
of the foregoing, Recipient further promises and agrees:

a. To protect and safeguard the Confidential Information against unauthorized

use, publication or disclosure;
b. Not to use the Confidential Information or any part thereof except pursuant
to the Project;
c. Not to, directly or indirectly, in any way, reveal, report, publish, disclose,
transfer or otherwise use the Confidential Information or any part thereof
except with the prior written consent of the Discloser;
d. Not to use, or permit the use of, the Confidential Information or any part
thereof to compete with Discloser or to obtain unfair advantage vis-à-vis
Discloser in any commercial activity which may be comparable to the
commercial activities contemplated by the Discloser;
e. To restrict access to the Confidential Information to those of its officers,
directors, employees and agents who clearly need to know such information
for purposes of the Project;
f. To advise each of the persons to whom it provides access to any of the
Confidential Information, that such persons are strictly prohibited from
using, publishing or otherwise disclosing to others, or permitting others to
use for their benefit or to the detriment of the Discloser, any of the
Confidential Information and, upon request of the Discloser, to provide the
Discloser with a copy of a written agreement to that effect signed by such
persons;
g. To, in any event, assume liability for the failure of its officers, directors,
employees and agents to comply with the terms and provisions of this
Agreement;
h. Save and except for a reasonable number of copies for the purpose of
evaluating the Project, not to make any other copies of the Confidential
Information except with the prior written consent of the Discloser;
i. To comply with any other reasonable security measures requested in writing
by Discloser; and
j. Not to, directly or indirectly, in any way, reveal, report, publish, or disclose
that Recipient is in discussions with Discloser in connection with the Project
without the prior written consent of Discloser.

3. Exceptions. The confidentiality obligations herein shall not apply to information

which:

a. Was publicly known and made generally available in the public domain prior
to the time of disclosure by the Discloser;
b. Is, or later becomes, public knowledge other than by breach of the provisions
of this Agreement;
c. Is in the possession of Recipient with the full right to disclose prior to its
 receipt from the Discloser, as evidenced by written records predating the
date of disclosure by the Discloser;
d. Is independently received by Recipient from a third party with no restrictions
on disclosure; or
e. Is mandatorily required to be disclosed by operation of law or by a valid
order of a court of competent jurisdiction or of a government or regulatory
agency, including a stock exchange, provided that Recipient will promptly
give the Discloser written notice of the order to enable Discloser to seek legal
relief to prevent the disclosure of the Confidential Information. In case the
Discloser fails to obtain legal relief, the Recipient will disclose only that
portion of the Confidential Information determined by its advisers or
consultants as legally required to be disclosed.

The parties acknowledge and agree that specific information shall not be
deemed to be available to the public merely because it is:

a. Embraced by more general information available to the public or in the

Recipient's prior possession; or
b. Expressed in public literature in general terms not specifically in accordance
with the Confidential Information.

4. No Right to Confidential Information. The Recipient acknowledges and agrees

that:

a. No license, either express or implied, is hereby granted to Recipient by

Discloser to use the Confidential Information or any part thereof other than
for purpose of evaluating and reviewing the Project;
b. The Recipient does not have any claim, right, title, property or other interest
of any kind or nature in the Confidential Information belonging to the
Discloser;
c. The disclosure of any Confidential Information will not be considered a
"publication" thereof for patent or copyright purposes, nor will it constitute
release of said information into the public domain;
d. Nothing in this Agreement shall be construed as preventing the Recipient
from itself using in any manner or disclosing to third parties any and all of its
own information; and
e. Nothing in this Agreement shall be construed as obligating either Party to
enter into a further agreement and/or a business arrangement with the
other Party, unless and until a definitive written agreement between them
has been executed.

5. No Warranty. The Discloser gives no warranty, express or implied, as to the

accuracy, reliability, novelty, completeness, or fitness for any particular purpose
of any Confidential Information, nor that its use will not infringe the intellectual
 property rights of any third party. The Discloser shall have no liability for any
direct, indirect, incidental, consequential or special damages in respect of loss of
any kind incurred by the Recipient as a consequence of using any Confidential
Information in accordance with the provisions of this Agreement.

6. Return/Destruction of Confidential Information. Upon the written request of

the Discloser, the Recipient agrees to promptly deliver to the Discloser: (i) all
records, notes, and other written, printed or tangible materials in the possession
of Recipient, embodying, or pertaining to, the Confidential Information or any
part thereof, and (ii) a sworn certification from its senior officer authorized for
the purpose that all computer data materials embodying, or pertaining to, the
Confidential Information or any part thereof, have been deleted and destroyed.

7. Losses. The Recipient agrees to indemnify the Discloser against any and all
losses, damages, claims, or expenses incurred or suffered by Discloser as a result
of Recipient's breach of this Agreement.

8. Remedies. The Recipient understands and acknowledges that any disclosure or

misappropriation of any of the Confidential Information in violation of this
Agreement may cause the Discloser irreparable harm and, therefore, agrees that
the Discloser shall have the right to apply to a court of competent jurisdiction for
an order restraining any such further disclosure or misappropriation and for such
other relief as the Discloser shall deem appropriate. Such right of the Discloser
shall be in addition to remedies otherwise available to the Discloser at law or in
equity.

9. Term. For avoidance of doubt, the Recipient agrees and acknowledges that its
obligations under this Agreement shall remain in full force and effect until (i) the
expiration of two (2) years from the date hereof; (ii) the signing and execution of
a more definitive documentation for the Project; or (iii) until such time as all the
Confidential Information become publicly known and made generally available
through no action or inaction of the Recipient in violation of this Agreement,
whichever comes earlier.

10. Governing Law. The laws of the Philippines shall govern the validity of this
Agreement, the construction of its terms and the interpretation and
enforcement of the rights and duties of the Parties hereto.

11. Limited Venue of Court Action. In case of suit arising from or in connection with
the interpretation, implementation or enforcement of this Agreement, the
Parties agree to submit to the jurisdiction of the proper court of Mandaluyong
City to the exclusion of all other courts.

12. Attorney's Fees. If, in order to assert its rights under this Agreement, either
 Party shall bring any action at law or in equity to enforce or interpret the
provisions of this Agreement, such Party shall be entitled to reasonable
attorney's fees.

13. Successors and Assigns. Recipient shall have no right to assign its rights under
this Agreement, whether expressly or by operation of law, without the prior
written consent of Discloser. This Agreement and each Party's obligations
hereunder shall be binding on the assignor’s representatives, permitted assigns,
and successors and shall inure to the benefit of representatives, assigns and
successors of the other Party.

14. Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the Parties with respect to the subject matter hereof and may
not be amended or modified except in writing signed by each of the Parties to
the Agreement.

15. Mutual Waiver. No waiver by either Party of any term or condition hereof shall
be valid unless made in writing signed by an authorized representative of that
Party. No waiver on any one occasion shall be effective to waive that or any
other term or condition on any other occasion. Non exercise of any remedy by
either Party on one occasion shall be deemed an exclusive election of that
remedy on that or any other occasion.

16. Counterparts. This Agreement may be executed in any number of counterparts,

and this has the same effect as if the signatures on the counterparts were on a
single copy of this Agreement.

Signed on _____________ 2017 in ______________.