NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is entered into this ________ by and between:

__________________, a corporation duly organized under the laws of the Republic of the
Philippines, with business address at ______________________, represented herein by its
[Position], [Name] (hereinafter referred to as the “Company”)

And

___________________________________ of legal age, with residence at

_________________________ ________________________________ (hereinafter referred to as the “
Contract Party”).

Individually referred to as a “Party”, and collectively, the “Parties”.

WHEREAS:

(I) The Company’s activities, inter alia, _____________________________ that includes the
creation and handling of market & business data & studies, processes, product
development, sales & market development, technical designs, drawings, information,
specifications, proofs, sketches and other data that the Contract Party is provided with
from time to time directly with their engagement with the Company (hereinafter
referred to as “Proprietary Information”).

(II) The Company is desirous that the Contract Party is not to disclose any Proprietary
Information provided to the Contract Party to any third party directly or indirectly.

The Parties agree as follows:

1. The Contract Party agrees that the Company has the copyright and all intellectual property
rights with regards to the Proprietary Information and to whatever fabricated parts or such
parts whether partially or fully produced or fabricated for the Company.

2. The Contract Party shall not in any way whatsoever disseminate, publish, pass-on, extend,
photocopy or through other processes reproduce any of the Proprietary Information
provided to the Contract Party by the Company.

3. The Contract Party shall be liable for any loss or damage suffered by the Company as a result
of any breach of confidence or disclosure of the Proprietary Information by the Contract
Party.

4. At any time during the existence of this Agreement, the Company shall have the right to
demand for the immediate delivery and the Contract Party shall, at its own costs, forthwith
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 return all Proprietary Information supplied by the Company to the Contract Party.

5. The Contract Party shall pay to the Company on demand on an indemnity basis all legal
fees and other costs and disbursement incurred by the Company for or in connection with
enforcing and/or the exercise of any of the Company’s right and remedies under this
Agreement.

6. The obligations under this Agreement shall remain and continue in full force for the
duration of the Contract Party’s engagement with the Company, until five (5) years after its
termination.

7. This Agreement shall be governed by and construed in accordance with the laws of
Philippines which laws shall prevail in the event of any conflict of laws. The parties hereto
hereby submit to the exclusive jurisdiction of the Courts of Makati City, Philippines.

IN WITNESS WHEREOF the parties hereto have hereunto set their hands the date first above
written.

[Company]

By:

[Name]
Position

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