NON-DISCLOSURE AGREEMENT Formatted: Font: Abadi, 11 pt

This Non-Disclosure and Confidentiality Agreement (the “Agreement”) is made and

entered into this __________________ in Parañaque ____________________City,
Philippines, by and between D.M. WENCESLAO & ASSOCIATES
INC____________________________., a domestic corporation duly organized and
existing under Philippine laws with principal office address at 3/F Aseana Powerstation
Building, Pres. D. Macapagal Blvd. Cor. Bradco Avenue, Aseana City, 1702 Parañaque,
Metro Manila,
Philippines_____________________________________________________________
_, (hereinafter referred to as “Disclosing Receiving Party”), and Skymont Capital
Limited_________________, a domestic corporation duly organized and existing under
Philippine laws with principal office address
______________________________________________________________ a
company with its principal business address at 28/F, AIA Central, 1 Connaught Road
Central, Central, Hong Kong (the “Disclosing Party”)
__________________________________ (hereinafter referred to as “Receiving Party”).

Collectively referred herein as Parties. Formatted: Font: Abadi, 11 pt, Bold

Formatted: Centered
WHEREAS, the Disclosing Party will disclose and make available to the Receiving Formatted: Font: Abadi, 11 pt
Party certain confidential or proprietary information in connection with to the potential
transaction investment in Skymont Strategic Fund, L.P_____________________ (herein
referred as the “Fundproject”) between the Disclosing Party and the Receiving Party (the
“Transaction”).

WHEREAS, the Receiving Party acknowledges and understands that it may obtain
certain confidential information concerning the Disclosing Party’s business in the course
of its due diligence.

NOW, THEREFORE, in order to preserve the confidential nature of the

Confidential Information (as defined below), the parties hereto agree as follows:

1. 1. “Confidential Information” as used in this Agreement shall mean non public, Formatted: Font: Abadi
information, all data, documents, contracts, and samples disclosed hereunder to Formatted: List Paragraph, Justified, Indent: Left: 0",
the Receiving Party by the Disclosing Party, whether written, electronic, or in any Hanging: 0.44", Numbered + Level: 1 + Numbering Style: 1,
2, 3, … + Start at: 1 + Alignment: Left + Aligned at: 0" +
other tangible form or oral, relating to the Disclosing Party’s business, including any Indent at: 0.25"
derivative documents, files or computer files prepared directly or indirectly by the
Recipient upon such information, whether provided before or after the date of this
Agreement. Such Confidential Information is provided solely for the purpose of the
Transaction.
Formatted: Font: Abadi, 11 pt
For purposes of this Agreement, “Affiliates” shall mean any person or entity Formatted: Indent: Left: 0.75"
controlling, controlled by or under common control with the relevant party Formatted: Indent: Left: 0.75", No bullets or numbering
together with any of its subsidiaries.
Formatted: Indent: Left: 0.75"
 Confidential Information provided by the Disclosing Party shall be and remain
its exclusive property

2. 2. In this Agreement, “Representatives” shall refer to any of the Recipient

or its Affiliates’ directors, officers, employees, or proposed investor(s). Upon
receiving the Confidential Information, the Recipient will:

a. not disclose the Confidential Information to anyone other than a

Representative without the prior written consent of the Disclosing Party
(which can be withheld in the absolute discretion of the Disclosing Party);

b. not make any copies of all or part of the Confidential Information, other than
in connection with the investment in the FundProject, without the prior
written consent of the Disclosing Party;

c. not disclose that discussions are taking place between the parties
concerning the FundProject nor the status, terms, conditions or other facts
concerning such discussion;

d. keep all Confidential Information within the possession, power, custody or

control of the Recipient, ensure that proper and secure storage is provided
for the Confidential Information and comply with any data room protocols
which relate to the Confidential Information as such protocols are
amended, varied, supplemented or replaced from time to time; and

e. carry out any reasonable act required by the Disclosing Party to prevent or
stop a breach or threatened breach of this Agreement or an infringement
or threatened infringement of the Disclosing Party’s rights arising out of this
Agreement by any person;

3. 3. . The Recipient may disclose Confidential Information to Representatives

on a need to know basis, where those Representatives shall be informed by the
Recipient of the confidential nature of the Confidential Information and shall be
directed by it to keep such information confidential and not to use the information
other than in connection with the proposed investment in the FundProject. Any
breach by its Representatives of the terms of this Agreement shall be deemed to
be a breach by the Recipient.

4. The herein Parties shall:

(a) use all reasonable endeavors to establish and maintain satisfactory

security measures to safeguard the Confidential Information from
unauthorized access or use;

(b) if receiving Confidential Information for purposes of processing such

Confidential Information, shall comply with the provisions of applicable law
on Data Privacy; and

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 (c) keep confidential the existence of this Agreement and the fact that the
parties are meeting with or receiving Confidential Information from each
other.

5. Notwithstanding any other provisions of this Agreement to the contrary, it is

understood and agreed that the Receiving Party’s obligations of non-disclosure
hereunder shall not apply to any Confidential Information which:

(a) is in the public domain at the time of disclosure;

(b) becomes part of the public domain by publication or otherwise after

disclosure, through no fault of the Receiving Party or any of its
Representatives hereunder;

(c) was in the possession of the Receiving Party or any of its

Representatives at the time of disclosure and to the Receiving
Party’s knowledge, was not acquired, directly or indirectly, from the
Disclosing Party;

(d) has been or is now or later furnished or made known to the

Receiving Party by third parties without restriction on disclosure; or

(e) is required by law, legal process, any governmental or other

regulatory body or any stock exchange (‘Regulation”) to be
disclosed by the Receiving Party or any of its Representatives
provided, that:

i. the Recipient must disclose, and must ensure that its related
bodies corporate discloses, only the minimum Confidential
Information required to comply with the Requirement;

ii before making such disclosure, the Recipient must, to the

extent practicable, give the Disclosing Party reasonable written
notice of the full circumstances of the required disclosure and the
Confidential Information which it, or the related body corporate,
proposes to disclose;

iii. before making such disclosure, the Recipient must, to the extent
practicable, consult with the Disclosing Party as to the form and
content of the disclosure; and

iv. before making such disclosure, the Recipient must, to the extent
practicable, use its best endeavours to oppose or restrict disclosure
(or to permit or assist the Disclosing Party to oppose or restrict
disclosure), or to make disclosure on terms which will preserve as
far as possible the confidentiality of the Confidential Information;
(f)
(e) .

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 6. It is understood that the Disclosing Party makes representations or
warranties as to the accuracy, genuineness or completeness of any information
disclosed or made available to the Receiving Party hereunder. Subject to due
diligence, the Receiving Party agrees that it shall rely on the accuracy or
completeness of the Confidential Information and that the Disclosing Party owes
the duty of care to the Receiving Party or has any liability to the Receiving Party
or any other person resulting from the use of the Confidential Information and is
under obligation to provide further information, update the Confidential Information,
correct any inaccuracies or enter into or continue discussions or negotiations in
respect of the Transaction (save as otherwise agreed in any definitive transaction
document).

7.6. Except in cases of serious mistake, negligence and/or misrepresentations, the

Disclosing Party is not under any obligation, and shall have no liability, to reimburse or to
pay to the Receiving Party (or its Representatives) any costs, expenses, damages or
losses incurred in connection with this Agreement or any discussion or negotiation or any
actions or omissions relating thereto whether or not such matters lead to a legally binding
transaction.

8. Upon written demand by the Disclosing Party, the Receiving Party shall (a) return
any and all written Confidential Information received from the Disclosing Party and (b)
destroy or permanently erase any and all copies, reproductions, extracts and summaries
of the Confidential Information and any and all analyses, compilations or studies thereof
or other documents related thereto.

97. Either Party shall be liable from any losses, costs or expenses, including
reasonable legal fees and expenses, that are incurred as a result of any breach of any of
the provisions and warranties made by either Party and their respective affiliates under
this Agreement.

108. Nothing in this Agreement shall be construed as imposing any undertaking or

obligation on the Receiving Party ; to deal with the Disclosing Party nor to invest in the
Disclosing Party or otherwise.

119. The Parties agree to submit to arbitration administered by the Hong Kong
International Arbitration Centre under its Commercial Arbitration Rules/Healthcare Payor
Provider Rules/Rules of Procedure for Arbitration by the American Health Lawyers
Association] the following controversy: [describe briefly]. We further agree that the above
controversy be submitted to [one or three] arbitrator(s). The place of the arbitration shall
be [city, state], and [state] law shall apply. We further agree that we will faithfully observe
this agreement and the rules, that we will abide by and perform any award rendered by
the arbitrator(s), and that a judgment of any court having jurisdiction may be entered on
the award.

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 11. This Agreement shall be interpreted, governed and construed by the laws of The

Hong Kong Special Administrative Region of the People’s Republic China and the

courts of Hong Kong shall have exclusive jurisdiction for the resolution of any

disputes in connection with this Agreement.

1.

1213. ThisThis Agreement constitutes the entire agreement between the parties as to
the subject matter hereof. No representations have been made by either of the parties
except as are specifically set forth herein. No rights and obligations other than those
expressly recited herein are to be implied from this Agreement. Any amendments to this
Agreement shall not be binding unless it is in writing and signed by both the Disclosing
Party and the Receiving Party.

1310. This Agreement shall terminate automatically on the date that the Receiving Party
enters into a further agreement with, inter alia, the Disclosing Party which contains
provisions relating to the non-disclosure of Confidential Information. Unless earlier
terminated under the preceding sentence, all obligations set forth in this Agreement shall
terminate ____ year(s) after the date of this Agreement.

IN WITNESS WHEREOF, the authorized representatives of the parties hereto have

executed this Agreement on the date and place first written above.

D.M. WENCESLAO & ASSOCIATES SKYMONT CAPITAL LIMITED

INC.,

By:
By: Formatted: Font: Abadi, 11 pt, Bold
DELFIN ANGELO C. WENCESLAO Formatted: Font: Abadi, 11 pt