CONFIDENTIALITY AND NON DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT made

and entered into this __ __________ in ______________by and between:

(NAME OF COMPANY), a domestic corporation duly organized,

registered and existing under and by virtue of the laws of the Republic
of the Philippines, with principal office address at (ADDRESS),
represented herein by its (NAME OF REPRESENTATIVE,
DESIGNATION,), Filipino, of legal age, and with address at
(RESIDENCE/OFFICE ADDRESS), hereinafter referred to as “the
Company”;

- and -

(NAME OF CONTRACTOR), Filipino, of legal age, with address at

(insert address), hereinafter referred to as the “CONTRACTOR”

Henceforth collectively referred to as the “PARTIES”

- WITNESSETH THAT -

WHEREAS, the COMPANY is an IT solution provider, systems integrator

and outsourcing company in the Philippines with a focus on the creation and
development of IT solutions on a multi-platform;

WHEREAS, the CONTRACTOR, specializes in (insert nature of

business/work)

WHEREAS, the COMPANY has engaged the services of the

CONTRACTOR to undertake software development, more particularly, (insert
brief description of the project), for the COMPANY;

WHEREAS, in the process of such activities, it is assumed that both parties

shall disclose to each other certain of their proprietary information for the Purpose
as set forth above, which information the Parties referred as confidential;

NOW THEREFORE, in consideration of the foregoing premises the parties

hereto agree as follows

1. For the purpose of this Agreement "Confidential Information" shall mean any
information and data, such as but not limited to any kind of business,
commercial or technical information and data, more particularly SOURCE
CODES of the software developed by the CONTRACTOR for the COMPANY,
which is disclosed between the Parties in connection with the Purpose of this
Agreement, irrespective of the medium in which such information or data is
embedded, which is - when disclosed in tangible form - marked as
"Confidential" or similar legend. Confidential Information shall include any
copies or abstracts made thereof as well as any modules, samples, prototypes
or parts thereof.

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2. The CONTRACTOR, in dealing with all Confidential Information exchanged
between the Parties pursuant to this agreement:

a) shall remain the property of the COMPANY. All rights, title and interests in
and to the confidential information shall remain the exclusive property of
the COMPANY. The confidential information shall be held in trust and
confidence by the CONTRACTOR. No interest, license or any right
respecting the confidential information, other than expressly set out herein,
is granted to CONTRACTOR under this Agreement by implication or
otherwise.

b) shall use all confidential information exclusively for the purpose of this
Agreement, and the CONTRACTOR shall be permitted to use Confidential
Information disclosed to it pursuant to this Agreement only for such sole
Purpose, unless otherwise expressly agreed to in writing by the COMPANY;

c) shall only use COMPANY-designated communication tools in

communicating with clients. The CONTRACTOR shall not use or disclose
his personal e-mail or information when dealing with clients. However, the
CONTRACTOR may activate pre-recorded messages using hot-keys and
mouse clicks.

d) shall not directly or indirectly disclose, allow access to, transmit or transfer
the Information to a third party without the COMPANY’S prior written
consent. the CONTRACTOR shall disclose the Information only to persons
who ought to have access to such information by reason of this agreement.

e) shall disclose the confidential information only to persons who ought to

have access to such information by reason of this agreement. The
CONTRACTOR’S employees and consultants shall likewise be covered by
this Agreement. Thus, the CONTRACTOR is obliged to, prior to disclosing,
issue appropriate instructions to them to satisfy its obligations herein and
obtain their written agreement to receive and use the Information on a
confidential basis on the same conditions as contained in this Agreement.

f) shall be treated by the CONTRACTOR with the same degree of care no less
than the degree of care that the PARTIES would be reasonably expected to
employ for their own similar confidential information;

g) shall not be copied, reproduced in any form or stored in a retrieval system

or data base by the CONTRACTOR without the prior written consent of the
COMPANY, except for such copies and storage as may reasonably required
internally by the PARTIES for the Purpose.

h) shall not be sold by the CONTRACTOR to third parties.

3. The obligations as per paragraph 2 shall not apply, however, to any

information which:

a) the CONTRACTOR can demonstrate, is already in the public domain or

becomes available to the public through no breach by the CONTRACTOR
of this Agreement;

b) was in the CONTRACTOR’S possession prior to receipt from the

COMPANY as proven by its written records;

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 c) is independently developed by the CONTRACTOR and in no way related to
the software developed by the CONTRACTOR for the COMPANY, as
proven by its written records;

d) is approved for release by written agreement of the COMPANY;

e) is required to be disclosed by law or the rules of any governmental

organization.

4. Either Party shall have the right to refuse to accept any information under this
Agreement prior to any disclosure and nothing herein shall obligate either
Party to disclose any particular information.

5. It is understood that no license or right of use under any patent or patentable

right, copyright, trademark or other proprietary right is granted or conveyed
by this Agreement. The disclosure of Confidential Information and materials
shall not result in any obligation to grant the CONTRACTOR rights therein.

6. This Agreement shall not constitute any representation, warranty or guarantee

to the CONTRACTOR by the COMPANY with respect to the confidential
information infringing any rights of third parties. The COMPANY shall not be
held liable for any errors or omissions in the confidential information or the
use or the results of the use of the confidential information.

7. This Agreement shall be effective as of the date of the last signature as written
below (the "Effective Date"). It may be terminated with respect to further
disclosures upon thirty (30) days prior notice in writing. This Agreement shall
automatically terminate three (3) year(s) from its Effective Date. The
obligations accruing prior to termination as set forth herein, shall, however,
survive the termination of this Agreement for a period of five (5) years.

8. All Confidential Information exchanged between the Parties pursuant to this

Agreement shall upon respective request of the COMPANY either be returned
to the COMPANY or be destroyed by the CONTRACTOR after termination of
this Agreement. Such request shall be notified in writing by the COMPANY to
the CONTRACTOR within ninety (90) days after termination of this
Agreement. In case of destruction, the CONTRACTOR shall confirm in writing
such destruction to the COMPANY.

9. Upon request by the COMPANY, the CONTRACTOR shall promptly provide

a list containing the full name and address of any person having access to or
copies of the Information and the reason such access is necessary.

10. This Agreement shall not render the CONTRACTOR or any of his workforce,
an employee, partner or agent of the COMPANY for any purpose. The
CONTRACTOR shall perform services as an independent contractor and not as
an employee of the COMPANY.

11. The CONTRACTOR shall not be deemed to be an agent or legal representative

of the COMPANY and shall have no authority to assume or create any
obligations, or to make any representations, on behalf of the COMPANY.

12. The CONTRACTOR shall be liable to the COMPANY for any loss, damage or
liability sustained by the COMPANY resulting from any breach of the
provisions of this Agreement by the CONTRACTOR.

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13.  This agreement shall be governed by the laws of the Republic of the
Philippines. Should there be any dispute concerning the interpretation or
implementation of any provision of this Agreement, the parties hereto shall
exert every effort to settle the dispute amicably. Should the parties fail to
reach a settlement, the differences shall be resolved by arbitration in
accordance with the Arbitration Law of the Philippines. The parties shall be
bound by the decision and award of the arbitrators, without prejudice to the
right of a party to question the arbitral award with the appropriate Regional
Trial Court.

The venue of actions or suits shall be in the proper courts of Pasig City only
to the exclusion of all other courts.

14. If any provision of this Agreement is held to be invalid or unenforceable in

whole or in oart, such other provisions not otherwise declared invalid shall
remain valid, in full force and effect.

15. The CONTRACTOR shall indemnify and hold the COMPANY free and
harmless from all damages, lossess, expenses and costs whatsoever due to any
third party resulting from a breach by the CONTRACTOR of the provisions of
this Agreement.

16. This Agreement constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and cancels and supersedes any prior
understandings and agreements between the parties hereto with respect
thereto. There are no representations, warranties, terms, conditions,
undertakings or collateral agreements, express, implied or statutory, between
the parties other than as expressly set forth in this Agreement.

17. The provisions of this Agreement may not be modified, amended, nor waived,
except by a written instrument duly executed by the Parties hereto. The
requirement of written form can only be waived in writing.

18. This Agreement may not be assigned by either Party without the prior written
consent of the other.

19. This Agreement shall be binding upon the respective heirs, executors,
administrators, successors in interest and permitted assigns of the Parties
hereto.

20. The undersigned representatives of the Parties represent and warrant that they
have the requisite legal capacity to enter into and be bound under the terms
and conditions of this Agreement and that they have not been induced to enter
into this Agreement by any representation, warranty or other assurance.

21. Any notice required or desired to be served given or delivered under this
Agreement shall be in writing, and shall be deemed to have been validly
served, given or delivered upon the hand delivery thereof five (5) days from
ordinary mail, or upon dispatch or transmittal thereof by fax or electronic mail,
all to the address, fax number, mobile number and email address provided
below:

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If to the COMPANY: If to the CONTRACTOR:
(Name of Authorized Representative) (-SAME-)
(Address)
(Telephone Numbers)
(Mobile Numbers, if any)
(Email Address)

In witness whereof the PARTIES have signed and sealed this Agreement the
day and year first above written:

For the COMPANY: For the CONTRACTOR

Name Name
Designation Designation

Signed in the Presence of:

__________________________ _________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES ]

CITY OF PASIG ] S.S.

Before me a Notary Public for and in the city of _______________ this day of
_____________, personally appeared the following:
NAME COMPETENT EVIDENCE OF
IDENTITY and DETAILS

all known to me to be the same persons who executed the foregoing

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT and they
acknowledged to me that the same is their free and voluntary act and deed and the
free and voluntarily act and deed of the Corporations which they respectively
represent.

This instrument, consisting of __pages, including this page where this

Acknowledgment is written, was signed by the PARTIES and their instrumental
witnesses on each and every page hereof.

IN WITNESS WHEREOF, I have set my hand and affixed my notarial seal at the
place and on the date first above-written.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2016.

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