747 Nicanor Padilla Street,

San Miguel, Manila, PH 1005

+639665485689
HR.solisaurora@gmail.com

NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into between

Solis Aurora Inc. having its principal place of business at 747 Nicanor
Padilla Street, Brgy. 646, San Miguel, Manila, 1005 Metro Manila (hereinafter
referred to as the "Company"), and [Employee/Consultant/Contractor
Name], residing at [Employee/Consultant Address] (hereinafter referred
to as the "Recipient"), collectively referred to as the "Parties".

WHEREAS, the Company possesses valuable and confidential information, including but not
limited to trade secrets, proprietary knowledge, business strategies, customer lists, financial
information, software, and other confidential materials (collectively referred to as "Confidential
Information"), which it considers vital to its operations and competitive advantage;

WHEREAS, the Recipient is being granted access to the Confidential Information by virtue of
their engagement as an employee/consultant of the Company;

NOW, THEREFORE, in consideration of the premises and mutual promises contained herein, the
Parties agree as follows:

1. Definition of Confidential Information:

a) Confidential Information shall include any and all information disclosed to the Recipient
by the Company, either directly or indirectly, in any form, including written, oral,
electronic, or visual, which is marked as confidential or would reasonably be understood
to be confidential.
b) Confidential Information shall also include any information related to the Company's
customers, employees, suppliers, partners, financial data, marketing strategies, product
development, or any other information that, if disclosed, could harm the Company's
business operations, reputation, or competitive advantage.
2. Non-Disclosure Obligations:
a) The Recipient agrees to maintain strict confidentiality of the Confidential Information
and not to disclose, directly or indirectly, any such information to any third party
without the prior written consent of the Company.
b) The Recipient shall use the Confidential Information solely for the purpose of
performing their duties and obligations to the Company and shall not use it for personal
gain or the benefit of any other party.
c) The Recipient shall take all reasonable precautions to prevent unauthorized access,
disclosure, or use of the Confidential Information, including implementing physical,
technical, and administrative safeguards in accordance with the Data Privacy Act of the
Philippines and other applicable laws and regulations.
d) The Recipient shall not reverse engineer, decompile, or disassemble any business
processes disclosed by the Company, nor attempt to access or obtain the source code or
trade secrets contained therein.
e) The Recipient shall promptly notify the Company in writing of any unauthorized use,
disclosure, or loss of the Confidential Information and shall cooperate fully with the
Company in any investigation or legal action undertaken to protect the Company's
rights.
f) Upon the Company's request or upon the termination of the Recipient's engagement
with the Company, the Recipient shall promptly return or destroy all Confidential
 747 Nicanor Padilla Street,
San Miguel, Manila, PH 1005
+639665485689
HR.solisaurora@gmail.com

Information and any copies, notes, or other materials related to the Confidential
Information, in a manner satisfactory to the Company.
g) The Recipient shall ensure that any subcontractors, agents, or employees who may have
access to the Confidential Information shall be bound by confidentiality obligations and
restrictions at least as protective as those set forth in this Agreement.
h) The obligations of confidentiality and non-use set forth in this Agreement shall survive
the termination of the Recipient's engagement with the Company and shall continue to
be binding for a specified period of time as defined in a separate confidentiality period
agreement, if applicable.
3. Ownership of Confidential Information:
a) The Company shall retain all rights, title, and interest in the Confidential Information.
Nothing in this Agreement shall be construed as granting any rights or licenses to the
Recipient, expressly or implicitly, to the Confidential Information, except as required to
fulfill their obligations to the Company.
b) Upon termination of the Recipient's engagement with the Company or upon the
Company's request, the Recipient shall promptly return or destroy all Confidential
Information and any copies or reproductions thereof in their possession or control.
4. Exclusions from Confidentiality Obligations:
The confidentiality obligations under this Agreement shall not apply to information that:
i. Is publicly known or becomes publicly known through no fault of the Recipient;
ii. Is lawfully obtained by the Recipient from a third party without breach of any
confidentiality obligation;
iii. Is already known to the Recipient at the time of disclosure, as evidenced by written
records; or
iv. Is required to be disclosed by law, court order, or a governmental or regulatory
authority, provided that the Recipient promptly notifies the Company of such
requirement to allow the Company to seek appropriate protective measures.
5. Remedies:
a) The Recipient acknowledges that any breach of this Agreement may cause irreparable
harm to the Company. Therefore, in the event of a breach or threatened breach, the
Company shall be entitled to seek injunctive relief, in addition to any other legal
remedies available. Furthermore, the prevailing party shall be entitled to recover
reasonable attorney's fees and costs incurred in enforcing this Agreement.
6. Liquidated Damages
a) In the event of a breach of this Agreement by the Recipient, the Recipient shall be liable
to the Company for liquidated damages as determined by the Company. The parties
agree that such liquidated damages represent a reasonable estimate of the damages that
would be incurred by the Company due to the breach and are not intended as a penalty.
7. Governing Law and Jurisdiction:
a) This Agreement shall be governed by and construed in accordance with the laws of the
Philippines. Any disputes arising out of or in connection with this Agreement shall be
subject to the exclusive jurisdiction of the courts of City of Manila, Metro Manila,
Philippines.
8. Entire Agreement:
a) This Agreement constitutes the entire understanding and agreement between the
Parties regarding the subject matter hereof and supersedes all prior discussions,
negotiations, or agreements, whether oral or written.
9. Amendments and Waivers:
a) No amendment, modification, or waiver of any provision of this Agreement shall be
effective unless it is in writing and signed by both Parties. The failure of either Party to
 747 Nicanor Padilla Street,
San Miguel, Manila, PH 1005
+639665485689
HR.solisaurora@gmail.com

enforce any provision of this Agreement shall not be construed as a waiver of such
provision or the right to enforce it in the future.
10. Severability:
a) If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not be affected or
impaired.
11. Counterparts:
a) This Agreement may be executed in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of the
Effective Date set forth below.

RECEPIENT OF CONFIDENTIAL DISCLOSER OF CONFIDENTIAL

INFORMATION: INFORMATION:

By: By: Solis Aurora Inc.

Signature Over Printed Name Signature Over Printed Name

Date: Date: