NON-DISCLOSURE AGREEMENT

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

(Name of Company), a corporation organized and existing under the laws of

(Country), with principal place of business at (Address), represented herein by its
(Position), (Name of Representative), hereinafter referred to as “(Short Name)”.

- and -

(Name of Company), a corporation organized and existing under the laws of

(Country), with principal place of business at (Address), represented herein by its
(Position), (Name of Representative), hereinafter referred to as “(Short Name)”;

(____________ and ____________) are hereinafter referred to singly as a “Party”

and collectively as “Parties”.)

WITNESSETH:

WHEREAS, (Short Name) carries on the business of _____________________;

WHEREAS, (Short Name) carries on the business of _____________________;

WHEREAS, (Short Name) is the owner of ____ (the “Project”);

WHEREAS, each Party owns valuable information of a confidential nature relating to these
activities;

WHEREAS, (Short Name) and (Short Name) want to discuss and evaluate a possible
collaboration through any mutually agreeable participation, in the development of the Project; and
towards this end, each Party wishes to disclose, receive and evaluate certain Confidential
Information (as hereinafter defined) to and from the other Party in relation to the Project, subject
to the terms of this Agreement (the “Purpose”).

NOW THEREFORE, for and in consideration of the foregoing premises, each Party agrees as
follows:

Article 1 –DEFINITION OF TERMS

“Affiliate” means any company or legal entity which (a) Controls either, directly or indirectly, the
Party, or (b) is directly or indirectly Controlled by a company that Controls, directly or indirectly,
the Party, or (c) is directly or indirectly Controlled by the Party.

"Control" means the right to exercise 50% or more of the voting rights in the appointment of the
directors of such company.

The "Information Provider" means the Party, including its Affiliates, giving confidential
information.

The “Information Receiver" means the Party, including its Affiliates, receiving confidential
information.

"Confidential Information” means, in connection with the Project, information conveyed

orally, in written form, or by whatever medium of storage it may be contained, by the Information
Provider to the Information Receiver or known to the Information Receiver as a consequence or
through its relationship with the Information Provider, in whole or in part, and which is not
generally known in the industry in which the Information Receiver and the Information Provider
are engaged, including, without limiting the generality of the foregoing, information about
products, processes, services, concepts, purchasing procedures, accounting, engineering, financial
matters, trade secrets, marketing, and including, without limiting the generality of the foregoing,
designs drawings, sketches, specifications, requirements, methods, manuals, documentation,
computer software, and other written or printed information.

"Confidential Information” shall not mean:

a. Information that was in the Information Receiver's possession prior to the execution of
this Agreement;

b. Information that was in the public domain at the time of disclosure, or which subsequently
entered the public domain through no breach by the Information Receiver of its
obligations under this Agreement;

c. Information made known to the Information Receiver by a third party who is lawfully in
possession of the information and had the right to provide the information to the
Information Receiver; and

d. Information which is required to be disclosed or furnished in compliance with applicable

laws and regulations or by lawful order of a competent court, government agency or other
administrative or quasi-judicial body.

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Article 2 – WRONGFUL DISCLOSURE OF INFORMATION

The Information Receiver recognizes that all Confidential Information disclosed under this
Agreement is information of a secret, special, and unique value to the Information Provider, which
is not already known or available to the interested public and which is proprietary to the
Information Provider. The Information Receiver further recognizes and acknowledges that
rigorous protection of this Confidential Information against unauthorized disclosure or use is of
critical importance to the Information Provider.

The Information Receiver therefore agrees that it will not use the Confidential Information in any
way for any reason or purpose whatsoever, except for the Purpose.

The Information Receiver agrees that it will not disclose the Confidential Information in any way,
for any reason or purpose whatsoever, except on the following:

a. With the prior written consent of the Information Provider;

b. Where the Information Receiver is required under subpoena or other lawful order of any
court or before any administrative agency having jurisdiction or during any authorized
governmental inquiry or investigation, provided that the Information Receiver shall
cooperate with the Information Provider in taking all necessary and appropriate steps to
assure the protection of such Confidential Information from unauthorized use or
disclosure outside such action, proceeding inquiry, or investigation;

c. When necessary or required to be furnished in compliance with applicable laws and

regulations, provided that the Information Receiver shall inform the Information Provider
prior to such disclosure.

Provided, however, that the Information Receiver may, on a need-to-know basis, disclose the
Confidential Information to:

a. its employees, officers and directors;

b. the employees, officers and directors of its Affiliates;

c. any professional consultant or agent retained for the Purpose; and

d. any bank financing the Information Receiver's participation in the Project, including any
professional consultant retained by such bank for the Purpose,

to the extent considered reasonably necessary for the Purpose, so long as such persons or
entities cited above agree in writing to be bound by the same terms of confidentiality and non-
disclosure as are contained in this Agreement.

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Each Party acknowledges that this Agreement shall not be construed as obliging a Party to disclose
Confidential Information to the other Party. The Information Receiver acknowledges that the
Information Provider and its directors, employees, representatives and advisers do not make or
accept responsibility for, or will not make or accept responsibility for, any warranty or
representation, express or implied, with respect to the accuracy or completeness of the
Confidential Information.

Article 3 – OWNERSHIP AND RETURN OF CONFIDENTIAL INFORMATION

All Confidential Information shall remain the sole property of the Information Provider. At the
end of the review and discussion or upon written request by the Information Provider, the
Information Receiver shall promptly return all materials and documents containing Confidential
Information and shall ensure that any and all materials and documents prepared in conjunction
with or as a result of any Confidential Information shall be destroyed and that the Information
Receiver shall provide the Information Provider with written confirmation of such destruction.

Such materials and documents, however, need not be destroyed if subsequently, the Confidential
Information contained therein ceases to be confidential in nature.

Article 4 – GOVERNING LAW

This Agreement shall be governed and construed in accordance with the laws of the Philippines.

Article 5 – DISPUTE RESOLUTION AND REMEDIES UPON BREACH

Any dispute between the Parties arising from this Agreement shall be settled by amicable
negotiations or conciliation between the parties in Pasig City. If within thirty (30) days from the
time one party requested the other party for conference or conciliation meeting on the dispute,
the dispute remains unsettled, the matter in dispute shall be finally settled by arbitration in the
Philippines in accordance with the Philippine Dispute Resolution Center, Inc. (PDRCI)
Arbitration Rules as at present in force. There shall be three arbitrators to be designated according
to PDRCI Arbitration Rules. The place of arbitration shall be in Pasig City. The language to be
used in the arbitration shall be English. The award of the PDRCI shall be final and binding upon
the Parties.

Nothing in Articles 4 and 5 shall prevent either party from applying to any appropriate court for
any injunction or other like remedy to restrain the other party from committing any breach or
anticipated breach of this Agreement and for consequential relief.
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If the Information Receiver breaches this Agreement, the Information Receiver agrees to pay the
Information Provider's reasonable legal fees in obtaining equitable relief to restrain and enjoin the
Information Receiver from using or disclosing the Confidential Information and to pay adequate
compensation to the Information Provider for damages such breach should cause, according to
the rights and remedies that the Information Provider may be entitled to as a matter of law.

In the event of any substantiated claim by the Information Provider that the Information Receiver
has breached this Agreement, the Information Receiver shall suffer the burden of establishing that
information provided to it by the Information Provider was not Confidential Information. This
Agreement shall not be construed in any manner as giving rise to the right to make a claim for
reimbursement of the cost of any effort made by either Party.

Notwithstanding anything in this Agreement to the contrary, in no event shall either Party be liable
to the other Party for any indirect, incidental, special or consequential damages, such as but not
be limited to loss of actual or anticipated profits, loss of use, loss of revenue, loss of production,
loss of business, loss of goodwill or reputation, loss of, damage to or corruption of data and cost
of capital.

Article 6 – ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject
matter hereof.

Article 7 – COUNTERPARTS

This Agreement may be executed in any number of counterparts and all such counterparts taken
together shall be deemed to constitute but one and the same instrument.

Article 8 – ASSIGNMENT

No attempted assignment of this Agreement shall relieve the assignor of any of its obligations
under this Agreement without the written consent of the other Party.

Article 9 – SEVERANCE

If any term or provision of this Agreement is held to be illegal or unenforceable, in whole or in

part, under any enactment or rule of law, such term or provision or part shall to that extent be

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deemed not to form part of this Agreement but the validity and enforceability of the remainder
of this Agreement shall not be affected.

Article 10 – SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon the Parties and their respective executors, legal
representatives, successors and permitted assigns.

Article 11 – TERMINATION OF DISCUSSIONS

Without prejudice to any other agreement between the Parties, any Party shall be entitled, at its
sole and absolute discretion, to terminate discussions and negotiations in connection with the
Purpose at any time with notice to the other Party(ies).

Article 12 – NO OFFER OR INVITATION; NO PARTNERSHIP

No Confidential Information, and no other documents made available by the Information

Provider or its representatives to the Information Receiver in connection with the Purpose shall
constitute an offer or invitation to enter into a contract and nor will any such Confidential
Information or documents form the basis of any contract to which the Information Receiver or
any other person may become party.

This Agreement shall not be construed as creating a partnership, joint venture or other such
arrangement between the Parties nor any exclusivity undertakings.

This Agreement covers only the disclosure of Confidential Information for the purpose of
evaluating the interests of a future co-operation with respect to the Purpose between the Parties.
It shall not be construed as creating any commitment of any Party to enter in such a co-operation.

Article 13 – TERM AND CONTINUING EFFECT

This Agreement shall come into force on the Effective Date and shall terminate Twenty-four (24)
months after. Either Party may however terminate this Agreement at any time on twenty (20) days
written notice to the other Parties.

The Information Receiver's obligations contained in this Agreement to keep confidential and
restrict use of the Information Provider's Confidential Information shall continue in full force and
effect for a period of five (5) years from the Effective Date, and this notwithstanding the return
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and/or destruction of any Confidential Information by the Information Receiver and/or the
termination of discussions and negotiations in connection with the Purpose and/or the
termination of this Agreement.

Article 14 – NO WAIVER

No failure or delay by the Information Provider in exercising any right, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise preclude
any further exercise of any such right, power or privilege hereunder or otherwise.

Article 15 – NOTICES AND CONSENTS

15.1 Any notice or communication required or desired to be given by one Party to another
Party hereunder shall be sent by fax, electronic mail (E-mail), or by ordinary or registered
mail and shall be deemed to have been received at the time shown on the proof of receipt.

15.2 All such notices or communications to be given pursuant to this Agreement shall be sent
to:

(a) if to (Short Name):

Name: (Name of Representative)
Address:
Tel:
Fax:
E-mail:

(b) if to (Short Name):

Name: (Name of Representative)
Address:
Tel:
Fax:
E-mail:

15.3 No consent, waiver or agreement by the Information Provider to any act or thing
hereunder shall be of any force or effect unless it is signed by and on behalf of the
Information Provider.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by
their duly authorized representatives as of the day and year first above written.

(NAME OF COMPANY) (NAME OF COMPANY)

BY: BY:

(Name of Representative) (Name of Representative)

(Position) (Position)

SIGNED IN THE PRESENCE OF: