NON-DISCLOSURE AGREEMENT

KNOWN ALL MEN BY THESE PRESENT:

This Non-Disclosure Agreement (the “Agreement”) is made and entered into this _______
day of _________________, 2022 at City/Municipality of Carmona, Province of Cavite, by
and between:

JB ELITE TRANSPORT AND LOGISTICS INC., a corporation duly organized

and existing under and by virtue of the laws of the Philippines, with principal
office at Lot L Unit 6 & 7 2/F Paseo de Carmona Governor’s Drive Brgy. Maduya
Carmona, Cavite 4116, represented by its President & CEO, JESUS N. BRIONES
JR., hereinafter referred to as the Disclosing Party

-and-

R COMIA ENTERPRISES., a corporation duly organized and existing under and

by virtue of the laws of the Philippines, with principal office at 1214 Lamao Libjo
Batangas City, represented by its President, Roderic S. Comia., hereinafter
referred to as the Receiving Party”.

WITNESSETH:

WHEREAS, the Disclosing Party possesses certain non-public Confidential Information (as
hereinafter defined) and Trade Secret Information (as hereinafter defined) (collectively
“Proprietary Information”) regarding its business operations and development;

WHEREAS, the Parties agree that the Proprietary Information is secret and valuable to the
Disclosing Party;

WHEREAS, the Parties may enter or have entered into a business relationship (the
“Business Relationship”), specifically a new or contemplated partnership, through which
Receiving Party will have access to the Proprietary Information;

WHEREAS, Disclosing Party desires to maintain the secret and private nature of any
Proprietary Information given to Receiving Party;

NOW THEREFORE, for and in consideration of the covenants and promises contained in
this Agreement, the Parties agree as follows:

I. DEFINITIONS

“Confidential Information” shall include, without limitation, all communication or data,

proprietary information concerning or relating to a party disclosed hereunder, in any
tangible or intangible form, such as, but not limited to:

1. documents, materials, techniques, geological studies, work programs, business

projections, trade secrets, whether intellectual or physical, software programs,
discovery, inventions, patents, copyrights, trademarks, research, improvements,
developments, general business operations (including sales costs, profits, pricing
methods, organization and employee lists), information obtained through access
to any information systems (including, but not limited to, computers, networks,
voice mail, etc.), and those which, if not described above, is of such a nature that
a reasonable person would believe it to be confidential or proprietary which may
be made known to, passed on, or otherwise divulged by the disclosing party
(hereinafter “Disclosing Party”) to the receiving party (hereinafter “Receiving
Party”) or which the Receiving Party may become aware of in the course of the
negotiations over the potential transaction or undertaking or implementation of the
same.

2. It also includes information which, if divulged, will cause harm or damage to the
Disclosing Party, whether or not such information is marked “Confidential” or
“Proprietary” by the Disclosing party. Each party shall be responsible in obtaining
written non-disclosure undertakings from its officers, employees or agents which
will have access to the Confidential Information. Any breach hereunder by the
 subsidiaries, affiliates, directors, officers, employees, agents or consultants of the
Receiving Party shall be imputable against the latter.

Confidential Information does not include information which:

(a) Is available from public sources other than as a result of a breach of this
Agreement;

(b) Is received from a third party with a lawful right to disclose such information;

(c) Is independently developed by the Receiving Party without reference to any

information communicated to the Receiving Party by the Disclosing Party;

(d) Is disclosed under legal compulsion; provided that, the Receiving Party shall
have previously advised the Disclosing Party of such disclosure;

(e) Is requested to be disclosed (i) pursuant to an order of a court; (ii) by a

regulatory body; (iii) under any written law; or (iv) by a governmental body or
agency pursuant to a lawful regulatory order or requirement. In any event, the
Disclosing Party shall be advised of such request and consulted in good faith
as to the scope of the disclosure not less than fifteen (15) calendar days prior
to disclosure; and

(f) Is disclosed with the written approval of the Disclosing Party or after the
applicable period of confidentiality has expired pursuant to Section 8 of this
Agreement.

1. USE OF THE CONFIDENTIAL INFORMATION

Each party agrees to use the Confidential Information received from the other party
only for the purpose of exploring the possible business opportunity of mutual interest
as specified above.

2. NON-DISCLOSURE OBLIGATION

2.1 The Receiving Party agrees, for itself, its subsidiaries, affiliates, directors,
officers, employees, agents and consultants to:

(a) Hold all Confidential Information (regardless of whether it is specifically

marked confidential or not) in strict confidence;

(b) Transmit the Confidential Information only to its authorized

subsidiaries, affiliates, directors, officers, employees, agents and
consultants on a need-to-know basis and after each one of them has
agreed to be bound by the terms and conditions of this Agreement.
Furthermore, the subsidiaries, affiliates, directors, officers, employees,
agents and consultants must be directly involved in the use of the
Confidential Information for the purpose of the negotiations of the
potential transaction or undertaking or implementation of the same;

(c) Be responsible in enforcing compliance with the provisions of this

Agreement among its subsidiaries, affiliates, directors, officers,
employees, agents and consultants who are to receive any
Confidential Information and cooperate fully with the Disclosing Party’s
efforts to maintain the strict confidentiality of the Confidential
Information;

(d) Not to, directly or indirectly, use, copy, digest, or summarize any
Confidential Information including, but not limited to, the Disclosing
Party’s operations manuals, other related materials, and documents
without the Disclosing Party’s prior written consent; and

(e) Not disclose any Confidential Information to any third party without the
Disclosing Party’s prior written consent.

2.2 The Disclosing Party may grant its consent for the disclosure of the
Confidential Information in its sole discretion and on a case-by-case basis
only. The Receiving Party expressly agrees not to use the Confidential
 Information to gain or attempt to gain a competitive advantage over the
Disclosing Party.

2.3 If requested by the Disclosing Party, the Receiving Party shall acknowledge
receipt of any Confidential Information by signing receipts, initialing
documents, or any other means that the Disclosing Party may reasonably
request.

3. PROPERTY OF DISCLOSING PARTY

All Confidential Information, unless otherwise specified in writing, shall remain the
sole and exclusive property of the Disclosing Party and shall be used by the
Receiving Party only for the purpose intended, except as may be required by
applicable law or legal process.

4. SAFEKEEPING

The Receiving Party shall use the same degree of care to avoid disclosure or
unauthorized use of the Confidential Information as it uses to protect its own
confidential information, but in no event less than reasonable care.

It is agreed that:

(a) All Confidential Information shall be retained by the Receiving Party in a

secure place with access limited only to the Receiving Party’s subsidiaries,
affiliates, directors, officers, employees, agents and consultants who need to
know such information for purposes of this Agreement, and

(b) Confidential Information will be disclosed only to each party’s subsidiaries,

affiliates, directors, officers, employees, agents and consultants who are
involved in the potential transaction and to third-party consultants or advisers
who have been engaged for the purpose of discussion of the potential
transaction, which the Disclosing Party has prior notice of such engagement;
provided that, in the event of such disclosure to any third person or entity not
employed or retained by the Receiving Party, the Receiving Party shall
nonetheless remain liable for any unauthorized disclosure by such person or
entity. Neither party shall reverse engineer, disassemble or decompile any
prototypes, videos, documents or other tangible objects which embody the
other party’s Confidential Information and which are provided to the party
hereunder.

5. NO OBLIGATION TO CONTRACT

This Agreement does not constitute a proposal or offer for any specific business
whatsoever between the parties, and is only intended to bind the parties to the
confidentiality and limited use of the Confidential Information.

Nothing in this Agreement shall impose any obligation upon either party to
consummate a transaction, to enter into any discussion or negotiations with respect
thereto, or to take any other action not expressly agreed to herein. Neither party shall
have any obligation to the other for any such action that the other party may take or
refrain from taking based on or otherwise attributable to any information (whether or
not constituting Confidential Information) furnished to other party hereunder.

6. TERM AND TERMINATION

6.1 The obligations of each receiving party hereunder shall survive until such time
as all Confidential Information of the other party disclosed hereunder becomes
publicly known and made generally available through no action or inaction of
the receiving party.

6.2 Upon termination of the negotiations or implementation of the potential

transaction/undertaking, each party shall return to the other party all
documents and other tangible materials representing the other’s Confidential
Information and all copies thereof without need of further demand.

7. WARRANTIES AND REPRESENTATIONS

 Each party represents and warrants to the other party that:

(a) It has the requisite corporate authority to enter into and enforce the provisions of
this Agreement; and

(b) Its execution, performance, and faithful compliance of this Agreement, including
its disclosure of Confidential Information to the Receiving Party, will not result
in a breach of any obligation to any third party or infringe or otherwise violate
any third party’s rights.

8. GRANT OF RIGHTS

The parties recognize and agree that nothing contained in this Agreement shall be
construed as granting any property rights, by license or otherwise, to any Confidential
Information that has been disclosed to the Receiving Party pursuant to this
Agreement, or to any invention, patent, copyright, trademark or other intellectual
property right created arising from the use or knowledge of the Confidential
Information.

9. REMEDIES CUMULATIVE / INDEMNIFICATION

9.1 Each party understands and acknowledges that any violation of this
Agreement may constitute immediate and irreparable damage and harm to the
other party. Without prejudice to any other rights and remedies otherwise
available to the Disclosing Party at law or equity, each party agrees that the
Disclosing Party shall be entitled to seek injunctive or other equitable relief
against the Receiving Party. Such a remedy shall not be deemed to be the
exclusive remedy for a breach of this Agreement but shall be in addition to all
other remedies available to the aggrieved party at law or equity.

9.2 The aggrieved party shall be entitled to claim any and all damages that it may
suffer as a result of the other party’s breach of this Agreement.

9.3 In the event of litigation relating to this Agreement, the erring party shall
reimburse the aggrieved party its costs and expenses, including, without
limitation, legal fees and expenses, and other costs of suit incurred in
connection with such litigation.

9.4 Each party shall indemnify and hold the other free and harmless from and
against any and all liability in connection with any suit, claim, or demand
brought by a third party against a party to this Agreement, as well as all
reasonable costs which either party may incur in defending itself and/or
settling any such suit, claim, or demand, including attorney’s fees.

10. NO WAIVER

Any failure of either party to insist upon the strict performance of any term or
condition of this Agreement shall not be deemed a waiver of any of the party's rights
or remedies, including the right to insist on the strict performance of the same. No
waiver shall be valid unless it is in writing and signed by the parties.

11. ENTIRE AGREEMENT/ AMENDMENT

This Agreement constitutes the entire agreement between the parties concerning the
subject matter hereof, and supersedes all prior communications or agreements,
written or oral, and is intended to be a complete and exclusive statement of the terms
and conditions between the parties. Any amendment of this Agreement shall be in
writing and signed by the parties.

12. SEPARABILITY

If any provision of this Agreement is illegal or unenforceable, its invalidity shall not
affect the other provisions of this Agreement that can be given effect without the
invalid provision. If any provision of this Agreement is determined by a competent
court to be illegal, invalid or unenforceable, the legality, validity and enforceability of
the other provisions of the Agreement shall not be affected thereby.
13. ASSIGNMENT OF RIGHTS

This Agreement is personal to the parties and shall not be assigned or otherwise
transferred in whole or in part by any party without the prior written consent of the
other party.

14. BINDING EFFECT

This Agreement shall be binding upon and shall inure to the benefit of the parties and
their respective successors and assigns.

15. VENUE AND GOVERNING LAW

All actions or proceedings arising out of or in connection with this Agreement shall be
brought exclusively before the proper courts of Carmona City. This Agreement and
the implementation thereof shall be governed by the laws of the Republic of the
Philippines.
Signed on the date and place first above-written.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and
place first stated above.

JB ELITE TRANSPORT AND LOGISTICS INC.

Disclosing Party

By:

_______________________________
JESUS N. BRIONES JR.
President & CEO

R COMIA ENTERPRISES
Receiving Party

By:

_______________________________
Roderic S. Comia
President
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

PROVINCE OF CAVITE)
CITY OF MUNICIPALITY OF CARMON) S.S.

BEFORE ME, a Notary Public, for and in the above place, personally appeared the following:

Competent Evidence of
Identity /
Date & Place of Issuance /
Name Address Date of Expiry
Passport

Jesus N. Briones Jr. 648 Marahan 1 Alfonzo 25JAN2020 / DFA NCR SOUTH
Cavite 24JAN2023

All known to me (or proved to me on the basis of competent evidence of identity) to be the
same person(s) who executed this Confidentiality and Non-Disclosure Agreement
consisting of six (6) pages, including this page on which the Acknowledgment is written, and
she acknowledged to me that the same is her free and voluntary act and deed and that of the
corporation represented herein.

WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place first above
written.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2022.