NON-DISCLOSURE AGREEMENT

[Unilateral on behalf of Haskoning Philippines Inc]

This Non-Disclosure Agreement (“the Agreement”) is made the 12 day of May 2021

BETWEEN:

1. Haskoning Philippines Inc, a company incorporated under the laws of Philippines, having its
registered address at Unit 4, 22nd Floor, Tower 6789, Ayala Avenue, Bel-Air, Makati City 1209,
Philippines, (hereinafter referred to as the, (hereinafter referred to as the “Client”)

and

2. Michael Senangelo Dela Cruz, a single proprietorship under the laws of Philippines,
having its registered office at No. 9119 Dau St. Alido Phase 2, Virgen Delas Flores Baliuag
Bulacan, (hereinafter referred to as “Recipient”).

Hereinafter jointly referred to as: parties.

WHEREAS:

(A) The Recipient will receive information which is of a confidential nature relating to the
business or affairs of the Client relating to Pasay Harbor City Corporation – Harbor City
Reclamation Project (hereinafter referred to as “Project”).

(B) Any Confidential Information the Client may disclose to the Recipient shall be subject to
the conditions of this Agreement.

The parties agree as follows:

1. Confidential Information

1.1 The term "Confidential Information" means any and all information and technology related
to the Project and/or business of the Client in whatever form, including but not limited to
any and all formula, specifications, prototypes, designs, equipment, samples, analyses,
computer programs, trade secrets, data, methods, techniques, processes, prices,
marketing and customer information, projections and any other data or information (in
whatever form), as well as improvements and know-how related thereto and any other
commercial, financial and/or technological information. Confidential Information shall be
deemed to include any and all information which has been or may be disclosed directly or
indirectly by or on behalf of the Client irrespective of form including any such information
obtained by the Recipient in writing or verbally or otherwise through discussions with the
management, employees and representatives of the Client.

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1.2 Confidential Information does not include, however, information (including documents)
which:

(a) is or becomes generally available to the public other than as a result of a disclosure
by the Recipient; or

(b) becomes available to the Recipient on a non-confidential basis from a person other
than a member of the Client or its representatives who is therefore not breaching
any confidential obligations under law or any contract.

2. Obligations of Confidentiality

2.1 The Recipient agrees to treat all the Confidential Information as strictly confidential and not
to exploit or make use, directly or indirectly, of such Confidential Information, except for
purposes of the Project. The Recipient shall not disclose any Confidential Information to
any person other than its it’s affiliates’ directors, officers and employees, professional
advisors and consultants retained by the Recipient (collectively referred to as the
“Representatives”). The Recipient shall only disclose Confidential Information as far as
such Representative needs to know any Confidential Information for the purpose of
evaluating, negotiating or advising on the Project.

2.2 The Recipient agrees and will procure that, prior to making the Confidential Information
available to its Representatives, the Recipient shall ensure that such recipient of the
Confidential Information is under a duty of confidentiality and be subject to the same
confidentiality obligations in the same or substantially similar terms as this Agreement that
they shall commit to observe the terms of this Agreement and act in conformity with it. The
Recipient shall submit evidence of its Representatives` compliance with these
requirements, if requested by the Client.

2.3 In the event that the Recipient is required by applicable law or regulations to disclose any
Confidential Information, Recipient agrees that it shall, to the extent legally permissible, (i)
provide the Client with prior written notice of such requirement and (ii) consult with the
Client to take steps to resist or narrow the scope of such request or legal process. In the
event that no such protective order is obtained, Recipient agrees to furnish only that portion
of any Confidential Information which Recipient reasonably believes is required by such
law or regulations and will exercise reasonable efforts to obtain reliable assurance that
confidential treatment will be accorded to any such Confidential Information.

2.4 For the avoidance of doubt, the Recipient shall have no right to use the Confidential
Information in any way or form, save for the Project. Recipient covenants and agrees with
the Client that without the Client’s prior written consent neither Recipient including its
representatives nor any of its affiliates will develop, manufacture, use, distribute, market or
sell the Confidential Information and/or technology manufactured with, or to render services
using directly or indirectly, the Confidential Information currently used by the Client.

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2.5 The Recipient acknowledges and agrees that all right, title and interest (including, without
limitation, any goodwill associated therewith) in and to the Confidential Information and any
part thereof shall at all times remains solely with the Client. The Client reserves all rights
in its Confidential Information and no obligations are imposed on the Client other than those
expressly stated in this Agreement. In particular, nothing in this Agreement shall be
construed or implied as obliging the Client to disclose any specific type of information under
this Agreement, whether Confidential Information or not.

2.6 The Recipient shall, upon the written request by the Client or upon expiry of this Agreement
pursuant to clause 3.7 below, as the Client may direct, return or destroy all Confidential
Information in whatever form (including all copies thereof and summaries, analyses,
compilations, studies, reports, notes and other documents or materials derived therefrom
(whether prepared by or supplied to the Recipient and/or its Representatives or on their
respective behalf) in the possession the Recipient and/or its Representatives, and the
Recipient and/or its Representatives shall delete and remove all Confidential Information
from any database or document retrieval system into which it has been placed.
Notwithstanding the foregoing, the Recipient shall be allowed to keep one (1) copy of the
Confidential Information solely for purpose of fulfilling its obligations under law or
regulation, and copies of any computer records and files containing any Confidential
Information which have been created pursuant to its automatic back-up procedures where
it is not reasonably practicable to destroy the same, provided further that all such
information retained shall continue to be subject to the confidentiality obligations hereunder
shall survive after the expiry of this Agreement and shall not contain information which is
personal data.

3. Miscellaneous

3.1 In the event that one or more clauses of this Agreement would appear to be non-binding,
the other clauses of this Agreement will continue to be effective. The parties are obliged to
replace the non-binding clauses with other clauses that are binding, in such a way that the
new clauses differ as little as possible from the non-binding clauses, taking into account
the object and purpose of this Agreement.

3.2 The failure or delay by either party to exercise or enforce any right under this Agreement
shall not be deemed to be a waiver thereof, unless given in writing and signed by a duly
authorized representative of the other party.

3.3 The parties understand and agree that monetary damages may not be sufficient remedy
for breach of this Agreement and that the Client will be entitled to equitable relief, including
injunction and specific performance, for any such breach. Nothing contained in this
Agreement shall be construed as limiting the Client’s right to any other remedies it may
have at law, including, without limitation, the recovery of damages for breach of this
Agreement.

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3.4 The Recipient shall indemnify and keep fully indemnified the Client at all times against all
liabilities, costs (including legal costs on an indemnity basis), expenses, damages and
losses including any direct, indirect or consequential losses, loss of profit, loss of reputation
and all interest, penalties and other reasonable costs and expenses suffered or incurred
by the Client arising from any breach of this Agreement by the Recipient and from the
actions or omissions of any representative of the Recipient.

3.5 The Client does not make, and expressly disclaims, any representation or warranty
(express or implied) with respect to the Confidential Information, including, without
limitation, any warranty of merchantability, fitness for a particular purpose or non-
infringement or as to the accuracy or completeness of the Confidential Information. The
Recipient agrees that it shall assume full responsibility for all conclusions it derives from
the Confidential Information and that Client shall have no liability hereunder with respect to
the Confidential Information or any use thereof by the Recipient.

3.6 Nothing herein shall be construed as creating any partnership, joint venture or similar
relationships between the Parties or as creating any obligation on the Parties to perform
any work or to enter into any other agreement or business arrangement.

3.7 This Agreement shall be effective and shall stay in force for a period of 10 (ten) years from
the date first stated above. Upon expiry of this Agreement, the confidentiality obligations of
the Recipient herein shall cease except for the retained Confidential Information as set out
in clause 2.6 above.

3.8 This Agreement shall be governed by and construed under the laws of Philippines.

3.9 Unless the parties expressly agree otherwise in writing, all disputes between the parties
relating to this Agreement, which cannot be solved amicably, will be settled by arbitration
in accordance with the Rules of Philippine Dispute Resolution Center, Inc. (PDRCI), before
a board of three arbitrators, appointed in accordance with said Rules and the award made
in pursuance thereof shall be binding on the parties. The arbitration shall be held in Manila.
The proceedings and award shall be in the English language.

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IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly
authorized representative as of the date first written above.

Signed on behalf of Haskoning Philippines Inc.

Name: Function: Date:

Trevor Morrish-Hale Country Director

Signature:

Signed on behalf of

Name: Function: Date:

Michael S. Dela Cruz Geotechnical Inspector 12 May 2021

Signature:

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