ANNEX D

MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the “Agreement”) is made and entered into this
___ day of __________ 20__ by and between:

__, a corporation duly organized under

Philippines Law, with business address at
______________________________, Philippines,
represented by its __________________,
_______________, herein referred to as the
“CLIENT.”

-and-

______________., a corporation duly

organized under the Law of the Philippines and a
licensed SUPPLIER with business address at,
Philippines, represented by its Managing Director,
________, hereinafter referred to as the
“SUPPLIER.”

(each of which shall be referred to in this Agreement as

the “Disclosing Party” or the ”Receiving Party” as the
context of their respective activities hereunder requires)

W I T N E S S E T H : That - - -

WHEREAS, the CLIENT requires the services of ___________________

WHEREAS, the SUPPLIER is a corporation engaged in the business of software

development and integration services, designing and developing software application
processes specializing in Automated Identification solutions and distributing identification
card supplies and consumables which has substantial capital or investment in the form of
tools, equipment, and machinery for;

WHEREAS, the SUPPLIER offered its services _______________

WHEREAS, the CLIENT accepted the offer of SUPPLIER;

WHEREAS, in connection with this business opportunity, the SUPPLIER will

handle confidential information and personal information for and on behalf of the CLIENT,
and each Party is willing to accept the other Party’s information confidentially;

NOW, THEREFORE, in consideration of the foregoing premises, the Parties

hereby agree as follows:

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A. Definitions. As used herein:

1. For purposes of this Agreement, “Confidential Information” means any and

all information disclosed during the Confidentiality Period, which is or is
reasonably understood to be confidential or proprietary to the Disclosing
Party, whether oral or written, and regardless of the form of communication
or the manner in which it is furnished, including, but not limited to,
information concerning Disclosing Party’s business, products, services,
contents, methodologies, finances, subscribers, source codes, tools,
protocols, product designs and plans, customer list, and other marketing and
technical information, the terms and existence of this Agreement, and any
other unpublished information, analyses, compilations, data, studies, notes
interpretations, memoranda, extracts or other documents prepared by the
Receiving Party or Receiving Party’s representatives containing or based in
whole or in part on any such furnished information.

2. However, Confidential Information shall exclude the following:

a. Information that is or becomes a matter of public knowledge

through no fault of the Receiving Party or its representatives;
b.Information made known to the Receiving Party by a third party
who is lawfully in possession of the information and has the
right to provide the information to the Receiving Party;
c. Information disclosed by the Receiving Party with the
Disclosing Party’s prior written approval;
d.d. Information in possession of the Receiving Party before
receipt from the Disclosing Party; and
e. Information disclosed pursuant to the lawful requirements of any
court, tribunal, or government agency or is required by law.

3. The term “Receiving Party” shall mean the recipient of Confidential

Information, which shall include its directors, officers, stockholders,
employees, contractors, counsel, advisors, authorized representatives,
and/or assigns.

4. The term “Disclosing Party” shall mean the party responsible for the
disclosure of the Confidential Information, which shall include its directors,
officers, stockholders, employees, contractors, counsel, advisors, authorized
representatives, and/or assigns.

B. Scope.

1. This agreement covers all Confidential Information received or obtained by

the Receiving Party both prior to and subsequent to the date of the
execution of this Agreement.

2. If the Parties agree to enter into or continue any business opportunity and do
not enter into a new confidentiality agreement, the terms and conditions set
forth herein shall also apply to any information and/or materials related to,
or activities undertaken in connection with, carrying out such Potential
Transaction, unless otherwise agreed to by the Parties in writing.

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C. Term. This Agreement shall remain in effect for a period of two (2) years from the
date of execution.

D. Obligations of the Parties. The Receiving Party agrees, with respect to any
Confidential Information received from the Disclosing Party:

1. To hold such Confidential Information in confidence and use it only for the
purpose of evaluating any business opportunity;

2. Not to: (i) reproduce or copy; (ii) disclose or transfer; (iii) aid, encourage, or
allow any other person, business or entity to gain possession or access to;
(iv) use, sell, or exploit; or (v) encourage or allow any other person,
business, or entity to use, sell, or exploit any of the Confidential
Information;

3. To use the same methods and degree of care that it uses in similar situations
to prevent the disclosure of Confidential Information, provided that such
measures are consistent with at least a reasonable degree of care;

4. Not to disclose any Confidential Information to any Third Party without the
prior written consent of the Disclosing Party;

5. To inform its directors, officers, stockholders, employees, contractors,

counsel, advisors, authorized representatives, and/or assigns, as the case
may be, of the nature of the Confidential Information;

6. To require its directors, officers, stockholders, employees, contractors,

counsel, advisors, authorized representatives, and/or assigns to observe this
Agreement strictly;

7. Not to use or otherwise appropriate Confidential Information for its own use
or benefit to impair the business, interests, or business opportunities of the
Disclosing Party; and

8. To use the Confidential Information only within the scope and according to
the business relationship envisioned with the Disclosing Party, that is, to
evaluate the business possibilities between the Disclosing Party and the
Receiving Party. The use of Confidential Information for any other purpose
is expressly prohibited unless otherwise previously authorized in writing by
the Disclosing Party.

E. WARRANTIES

1. Each party reserves all rights in its Confidential Information, and no rights
or obligations other than those expressly stated herein are granted or
implied from this Agreement. No license is hereby granted by one party to
the other, directly or indirectly, under any existing patent, invention,
discovery, copyright, trade secret, or other intellectual property held or
obtained in the future by either party.

2. Each party warrants that it has the full right to enter into this Agreement;
that is, unless expressly identified otherwise, the owner of its respective
Confidential Information’ and that it has the right to disclose its

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 Confidential Information to the other party and to authorize the other party
to use the same for the Purpose.

3. Unless otherwise stated in this Agreement, no warranty, express or implied,

in the Confidential Information disclosed is granted by this Agreement, and
warranties of merchantability, fitness for a particular purpose, accuracy, or
completeness are hereby disclaimed. Neither party shall be liable for any
special, indirect, or consequential damages, regardless of the form of action
and even if such party is advised as to the possibility of such damages.

4. The parties agree that unless and until a definite and final agreement
between them with respect to the possible joint venture or business strategic
arrangement has been executed and delivered, neither party will be under
any legal obligation of any kind with respect to such possible joint venture
or business strategic arrangement, except for the matters specifically agreed
upon in this Agreement.

F. Standard of Care. The Receiving Party shall protect the disclosed Confidential
Information from disclosure to any person other than its employees, officers,
directors, representatives, and agents who need to know such Confidential
Information and who agree to be bound by the terms substantially similar to those
set forth in this Agreement. The Receiving Party agrees to use the same degree of
care to prevent the unauthorized use, dissemination, derivation, or publication of
the Confidential Information as the Receiving Party uses to protect its own
confidential information.

G. Non-Solicitation. During the term of this Agreement, either Party shall not,
directly or indirectly:

1. Solicit, induce, persuade, employ, or assist in the solicitation, inducement,

persuasion, or employment of any person employed by the other Party to
leave the employ of or terminate such person’s relationship with the other
Party in order to engage in or be employed in any business that competes or
intends to compete, directly or indirectly, with the other Party’s business; or

2. Solicit, induce, persuade, or assist in the solicitation, inducement, or

persuasion of any customer or client of the other Party to cease doing
business in whole or in part with the other Party with respect to the other
Party’s business or otherwise divert business from the other Party in any
manner.

H. No Other Obligation.

1. The Parties agree that this Agreement does not require or compel the
Disclosing Party to disclose any Confidential Information to the Receiving
Party or obligate any party to enter into a business or contractual
relationship. Either party may terminate discussions at any time.

2. Further, it is understood that no patent, copyright, license, title, or interest is

hereby granted by either party to the other by reason of this Agreement.

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 3. The Receiving Party further acknowledges and agrees that no representation
or warranty, expressed or implied, is or will be made, and no responsibility
or liability is or will be accepted by the Disclosing Party or by any of its
respective directors, officers, employees, agents, or advisers, as to, or in
relation to, the accuracy or completeness of any Confidential Information
made available to the Receiving Party or its advisers; it is responsible for
making its own evaluation of such Confidential Information.

I. PENALTY CLAUSE
1. The parties further agree that in the event of a breach of the provisions of
this Agreement, an immediate injunction will be an appropriate and non-
exclusive remedy; provided, however, that such injunction shall not limit
the rights to resort to other remedies and modes of recovery in accordance
with law or equity as may be appropriate, including the filing of a criminal
complaint as well as civil actions, for breach of this Agreement. The party
in breach of this Agreement shall pay the other party the amount of
______________________________. In the event that any party is
compelled to enforce any of its rights hereunder through legal proceedings
by reason of a breach by the other party of this Agreement, the party at
breach shall be obligated to reimburse the other for all reasonable costs,
expenses and counsel’s fees incurred in connection with the enforcement of
its rights under this Agreement.

J. Rights and Remedies.

1. The Receiving Party shall notify the Disclosing Party immediately upon
discovery of any unauthorized use or disclosure of Confidential Information
or any other breach of this Agreement by the Receiving Party and will
cooperate with the Disclosing Party in every reasonable way to help the
Disclosing Party regain possession of the Confidential Information and
prevent further unauthorized use or disclosure.

2. The Receiving Party acknowledges that monetary damages may not be a

sufficient remedy for damages resulting from the unauthorized disclosure of
Confidential Information and that the Disclosing Party shall be entitled,
without waiving any other rights or remedies, to seek such injunctive or
equitable relief as may be deemed proper by a court of competent
jurisdiction.

K. Return of Materials. The Receiving Party agrees to return to the Disclosing Party
or destroy, and verify in writing its destruction, all written, tangible, or otherwise
accessible material in any form (including electronic media such as computer
diskettes, CD-ROM, electronic copies, or any material resident in the hard or
external drive of any computer) containing or reflecting any proprietary
information (including all copies, summaries, excerpts, extracts, or other
reproductions) promptly following the Disclosing Party’s request. At the
Disclosing Party’s option, the Receiving Party will provide written certification of
compliance with this provision.

L. Public Announcements. No public announcements of this Agreement or of the

transaction contemplated hereunder shall be issued or published, or caused or

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 permitted to be issued or published, by any Party without the prior written consent
of the other Party.

M. Amendment. This Agreement shall not be amended, modified, or waived in any

manner except in writing, signed by the parties.

N. Counterparts. This Agreement may be executed in counterparts, each of which

shall be deemed to be an original, but all of which, taken together, shall constitute
one and the same agreement.

O. Separability Clause. If any one or more of the provisions of this Agreement are
declared invalid, illegal, or unenforceable in any respect under any applicable law,
the validity, legality, or enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired.

P. Governing Law and Dispute Resolution. This Agreement shall be governed by

the laws of the Republic of the Philippines. In case of any dispute arising from or in
connection with this Agreement, the Parties agree to resolve the same through good
faith negotiations.

Q. Jurisdiction. If resort to court proceedings cannot be avoided, the Parties agree

that the sole and exclusive venue of any such proceedings shall be in the proper
courts of Bacoor City.

IN WITNESS WHEREOF, the Parties hereby sign the Agreement this ___ day of
____________, in _________________.