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

_________________________ ________________________________ and presently engaged by the
Company as _______________ (hereinafter referred to as the “Employee”).

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

1. The Employee is engaged in a sensitive position whose usual tasks regularly exposes the
Employee to highly sensitive and highly confidential information. Such highly sensitive and
highly confidential information pertains, but is not limited to conversation(s), schedule or
itinerary of his/her immediate superior, document(s), meeting(s), and other sources of
information. Any such information is presumed to be confidential unless otherwise
determined by this Agreement (hereinafter referred to as “Confidential Information”).

2. The Employee agrees that the Company has vested interest to keep the Confidential
Information secret and confidential, even to any one or more other employee(s) of the
Company.

3. Matters not considered Confidential Information. The following information shall not be
considered Confidential Information:

a. Information that has become publicly known other than as a result of the breach by the
Employee; and
b. Information that has been obtained from a source other than the Employee’s work with
the Company.

4. Internal Communication Protocol. The Employee shall not discuss the following matters
with any one or more of his/her co-employee(s) unless such information has been disclosed
to his/her co-employee and/or his/her immediate superior has explicitly requested the
Employee to discuss such matter to his/her co-employee:

a. Matters that have been discussed in any meeting, conversation, and/or discussion
involving his/her immediate superior, any one or more member of the board of director of
the Company, and/or by the Company’s Legal Counsel;

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 b. Those that have been contained in any document, file, and/or material at the possession of
his/her immediate superior, any one or more member of the board of director of the
Company, and/or by the Company’s Legal Counsel; and

c. Those matters that came into the knowledge of the Employee that have been expressly
and/or impliedly made confidential by his/her immediate superior, any one or more
member of the board of director of the Company, and/or by the Company’s Legal
Counsel.

5. The Employee shall be liable for any loss or damage suffered by the Company as a result of
any breach of confidence or disclosure of the Confidential by the Employee.

6. At any time during the existence of this Agreement, the Company shall have the right to
demand for the immediate delivery and the Employee shall, at its own costs, forthwith
return all Confidential supplied by the Company to the Employee.

7. The Employee 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.

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

9. 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 ___________, Philippines.

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

[Company Name]

By:

[Name]
Position

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