Non-Disclosure Agreement

CONFIDENTIALITY AGREEMENT

This AGREEMENT dated ____________, 2019, by and between Filmetrics Corporation

“Company” represented by its President, Mr. Francis Frederic H. Cruz and
______________________as the “Recipient”.

Whereas, the Company and the Recipient, for their mutual benefit and pursuant to a working
relationship that they are about to establish, anticipate that the Company may disclose or
deliver to the Recipient pertinent documents, components, parts, information, plans,
programs, processes, and other materials, both written and oral, of a secret, of which within
are confidential or proprietary in nature, including without limitation any and all information
relating to the company’s businesses;

Whereas, the Company desires to assure that the confidentiality of any Proprietary
information is maintained;

Now, therefore, in consideration of the foregoing premises, and the mutual covenants
contained herein, the Company and the Recipient hereby agree as follows:

1. For a period of ten (10) years, starting from the date hereof, regardless of the status
or nature of Recipient’s engagement or employment with the Company, Recipient
shall absolutely hold in trust and confidence, and not disclose to others or use for his
own benefit nor for the benefit of others, any proprietary information which the
company may deliver or the recipient may have known at the time of his engagement
with the company. The Recipient shall only disclose proprietary information received
under this agreement to person within its organization only for the following
instances:
1.1. The identified person need to know for benefit of the company;
1.2. The identified person are also bound in writing to protect confidentiality of any
proprietary information.

2. All properties and information received by the Recipient from the Company including
proprietary information shall remain at all times the sole property of the Company,
and this Agreement shall not be construed to grant Recipient any patents, licenses or
similar rights to such property and proprietary information disclosed to recipient
member.

3. Recipient, upon request of the Company, shall, return to the Company all documents,
records, references and other materials including all proprietary information delivered
to the Recipient, and all copies and reproductions thereof.

4. Both parties have mutually agreed to the following terms and conditions:
 4.1. Any breach by the Recipient or failure on the part of the Recipient under this
Agreement will result in irreparable injury to the Company for which damages
and other legal remedies will be inadequate but for which the Company may
seek legal and/or judicial redress in the proper forum.

4.2. If any provision of this Agreement is invalid or unenforceable, then such

provision shall be construed and limited to the extent necessary, or severed if
necessary, in order to eliminate such invalidity or unenforceability, and the
other provisions of this Agreement shall not be affected thereby.

4.3. In any dispute over whether information or matter is Proprietary Information

hereunder, it shall be the burden of the Recipient to show both that such
contested information or matter is not Proprietary Information and hence,
does not constitute Company’s trade secret.

4.4. No delay or omission by either party in exercising any rights under this
Agreement will operate as a waiver of that or any other right. A waiver or
consent given by either party on anyone occasion is effective only in that
instance and will not be construed as a bar to or waiver of any right on any
other occasion.

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

6. This Agreement is in addition to any prior written agreement between the Company
and the Recipient relating to the subject matter of this agreement.

In Witness Whereof, the parties have executed this Agreement as of the date first
written above.

FILMETRICS CORPORATION (Company)

By:

____________________________
FRANCIS FREDERIC H. CRUZ

____________________________
(Recipient)