NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this “Agreement”) is made and entered into on

__________, in __________________, by and between:

[NAME OF PERSON/CORPORATION], [a corporation duly

organized and existing under and by virtue of the laws of the Republic
of the Philippines], with office address at
[___________________________________], and represented herein by its
[____________, ________________,] (hereinafter referred to as the
“Discloser”).

-and-

[NAME OF PERSON/CORPORATION], [a corporation duly

organized and existing under and by virtue of the laws of the Republic
of the Philippines], with office address at
[___________________________________], and represented herein by its
[____________, ________________,] (hereinafter referred to as the
“Recipient”).

(Each shall hereinafter be referred to as a “Party” and collectively as the

“Parties”.)

WITNESSETH:

WHEREAS, the Parties have entered into this Agreement to preserve the
confidentiality of all Confidential Information (as defined below) that may be
divulged or disclosed by the Discloser to the Recipient in relation to the potential
engagement of the Recipient by the Discloser in relation to the [Purpose], which
involve or will involve a series of discussions and exchange of information and data
between the Recipient and Discloser;

NOW, THEREFORE, for and in consideration of the foregoing premises, the

Parties hereto agree as follows:

1. DEFINITION OF CONFIDENTIAL INFORMATION

All communications or data, in any form, whether tangible or intangible,

which are disclosed or furnished by any director, officer, employee, agent, or
consultant of the Discloser, including its affiliates and subsidiaries, to the
Recipient, including their affiliates and subsidiaries, and which are to be
protected hereunder against unrestricted disclosure or competitive use by
the Recipient shall be deemed to be “Confidential Information”.

As used herein, the term "Confidential Information" shall mean all information
pertaining to the Discloser or any of its affiliates or subsidiaries furnished,
communicated or made available by the Discloser to the Recipient in any
fashion in connection with [BDO Corporate Center Makati Bid] and shall
include, but not be limited to, the following information, whether
 communicated in writing, delivery by hand, orally, in graphic or electronic
form and regardless of the form or storage medium: (a) all business
information, plans, tactics, or materials, including, without limitation, business
plans and strategies, employee lists, employee benefit programs, personnel
matters, customer lists, market information, pricing policies, methods, financial
information, or information regarding financing plans, current planned and
optional considerations for capital structure and liquidity needs, any customer
contract or proposal for a customer contract, investor information, test data
relating to any research or pilot projects, work in process, present or future
products; (b) all computer programs (including object and source codes of the
actual application/system), software processes, systems writings, technical
know-how or ideas, and algorithms; (c) user manuals, process flows and
diagrams, and all other manuals, systems documentation, confidential reports,
correspondence, memoranda or other materials related to any of the items
described in clauses (a) and (b) above; and (d) any other materials or
information identified in writing as proprietary or confidential or would be
understood to be confidential by a reasonable person under the
circumstances.

2. EXCEPTION TO THE SCOPE OF CONFIDENTIAL INFORMATION

Confidential Information does not include information which:

2.1. has been or becomes published in the public domain without breach of
this Agreement or breach of a similar agreement by a third party;

2.2. prior to disclosure hereunder, is properly within the legitimate

possession of the Recipient, which fact can be proven or verified by
independent evidence;

2.3. subsequent to disclosure hereunder, is lawfully received from a third

party having rights therein without restriction on the third party’s or
the Recipient’s right to disseminate the information and without notice
of any restriction against its further disclosure;

2.4. is independently developed by the Recipient through persons who have

not had, either direct or indirect, access to or knowledge of such
information which can be verified by independent evidence;

2.5. is required to be disclosed pursuant to any applicable law, regulation,

judicial or administrative order or decree, provided, that the Recipient
shall first have given prior notice to the Discloser and shall cooperate
with the Discloser in reasonable efforts to protect such Confidential
Information; and

2.6. is disclosed with the written approval of the Discloser or after the
applicable period of confidentiality.

3. SCOPE OF USE
 The Recipient agrees not to use any Confidential Information of the Discloser
for any purpose except to evaluate, negotiate and discuss the subject matter of
this Agreement. Recipient shall not use any of the Confidential Information for
any other purpose, unless with the prior written consent of the Discloser.

4. OBLIGATIONS OF THE RECIPIENT

With respect to the Confidential Information provided under this Agreement,

the Recipient, its principals, directors, officers, representatives, employees,
existing and prospective clients, associates, agents, affiliates, consultants,
and entities under the same management or working with the Recipient on
this matter, shall:

4.1 hold the Confidential Information (regardless of whether it is specifically

marked confidential or not) with confidentiality, protect it adequately,
and retain it in a secure place with access limited only to the Recipient’s
employees or agents who need to know such information for purposes of
this Agreement;

4.2 restrict disclosure of the Confidential Information solely to those

persons with a need to know, and not disclose it to any other person;

4.3 advise those persons of, and ensure their compliance with, their
obligation with respect to the Confidential Information;

4.4 not use the Confidential Information for its own benefit, commercial or
otherwise, or that of any other person, directly or indirectly, in any
manner whatsoever;

4.5 use the Confidential Information strictly for the purposes set forth
herein and no other purpose, except as may otherwise be specifically
agreed upon in writing; and

4.6 immediately notify the Discloser in writing of any misuse or

misappropriation of the Confidential Information which may come to its
attention.

5. REPRESENTATION AND WARRANTY

The Discloser makes no representation or warranty as to the accuracy or

completeness of the Confidential Information, and shall have no liability to
the Recipient for any loss or damage resulting from any use of or reliance on
any of the Confidential Information, except as otherwise provided in a formal
written agreement executed between the Parties.

However, this disclaimer shall, in and of itself, not apply to or limit any
specific warranties that the Discloser may expressly give in other
agreements between the Discloser and the Recipient. The Recipient agrees
that it will form its own conclusions as to the reliability of any Confidential
Information and as to any conclusion to be drawn therefrom, and will not
 charge the Discloser with liability for any damage resulting from mistakes,
inaccuracies or misinformation contained therein. The Recipient understands
and acknowledges that the Discloser does not undertake any obligation to
provide any party with access to any specific or additional information.

6. OWNERSHIP OF CONFIDENTIAL INFORMATION

The Confidential Information shall remain the property of the Discloser and
all proprietary and intellectual property rights in relation thereto. Nothing
contained in this Agreement shall be construed as granting or conferring
upon the Recipient, whether expressly or impliedly, any rights over the
Confidential Information, whether existing prior to, or coming into existence
after the execution of this Agreement.

7. DATA PRIVACY AND PROTECTION

The Recipient hereby represents and warrants that it is compliant, and it shall
be compliant, with data privacy laws, regulations, and other relevant
government issuances on data privacy (such as, but not limited to, the Data
Privacy Act of 2012 and its implementing rules and regulations).

8. REMEDIES/INDEMNIFICATION

The Recipient understands and acknowledges that any violation of this

Agreement may constitute immediate and irreparable damage and harm to
the Discloser. Without prejudice to any other rights and remedies otherwise
available to the Discloser, at law or equity, the Recipient agrees that the
Discloser shall be entitled to seek injunctive relief or other equitable relief in
the event of an actual or threatened breach of this Agreement by the
Recipient.

In case of breach of this Agreement by the Recipient or in the event that the
Discloser is compelled to seek judicial relief in order to enforce its rights
under this Agreement, the Recipient agrees that in addition to damages that
may be awarded by the court and without prejudice to any criminal and civil
proceedings which may arise due to a violation of the terms of this
Agreement, it shall pay the Discloser [Five Hundred Thousand Pesos (PhP
500,000.00)] as liquidated damages and [Fifty Thousand Pesos (PhP
50,000.00)] as and by way of attorney’s fees, aside from the costs of litigation
and other expenses which the Discloser may be entitled to.

9. TERM

This Agreement shall be in full force and effect for a period of three (3) years
from the date of execution hereof. However, the obligation of confidentiality
will survive the termination or expiration of this Agreement.

10. RETURN OF CONFIDENTIAL INFORMATION

 All Confidential Information, including (but not limited to) copies,
summaries, excerpts, extracts or other reproduction thereof, shall be
returned to the Discloser or destroyed without retaining any copies or
excerpts thereof, after the termination of this Agreement, or after Recipient’s
need for it has expired, or upon request of the Discloser. In case the
Confidential Information is destroyed upon request of the Discloser, the
Recipient shall certify the same.

11. NO OBLIGATION AND NO PARTNERSHIP

Nothing herein shall obligate the Discloser to obtain or consummate a

transaction as a result of this Agreement, and the Discloser reserves the
right, in its sole discretion, to terminate this Agreement at any time by giving
the Recipient thirty (30) days prior written notice.

Nothing in this Agreement creates any joint venture, agency or partnership,

employment, or franchise relation between the Parties, and neither Party
shall have the right, power or authority to create any obligation or duty,
express or implied, on behalf of the other Party and the authority to make
statements, representations or commitments of any kind, or take any action,
which shall bind or commit such Party, except as provided herein or as
authorized by the other Party.

12. ENTIRE AGREEMENT

This Agreement contains the entire agreement of the Parties with respect to
the subject matter hereof and supersedes and merges all prior discussions
between them. No amendment, interpretation, or waiver of any of the
provisions of this Agreement shall be effective, unless made in writing. Any
subsequent modifications in my duties and responsibilities will not affect the
validity or scope of this Agreement.

13. NON-WAIVER

No waiver by the Discloser of any right, remedy or breach under this

Agreement shall be valid unless made in writing and signed by the Discloser.
The Discloser shall not be required to give notice to enforce strict adherence
to all terms of this Agreement.

14. GOVERNING LAW AND VENUE OF SUITS

This Agreement shall be governed in all respects by the laws of the Republic
of the Philippines. Each Party irrevocably consents to the exclusive
jurisdiction and venue of the courts of Quezon City for any matter arising out
of or relating to this Agreement.

15. BINDING EFFECT

 This Agreement shall be binding upon and shall inure to the benefit of the
Parties and their respective successors and permitted assigns.

16. SEPARABILITY CLAUSE

If any one or more of the provisions contained in this Agreement shall be

declared invalid, illegal, or unenforceable by a competent court or agency, the
remaining provisions contained herein shall not in any way be affected or
impaired and shall remain in full force and effect.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be

deemed an original, but all of which together shall constitute one and the
same agreement.

18. LEGAL CAPACITY OF REPRESENTATIVES

Each party represents and warrants to the other party that its representative
executing this Agreement on its behalf is its duly appointed and acting
representative and has the legal capacity required under applicable law to
enter into this Agreement and bind it.

19. NON-EXCLUSIVITY

This Agreement shall not be exclusive and shall not impair or impede the
right of BDO or Vendor to enter into similar agreements or otherwise with
other parties.

IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date
and place above-written.

[_________________________] [____________________________]
By: By:

Signatur Signatur
e: e:
Name: Name:
Title: Title:

WITNESSES:

______________________ ______________________
REPUBLIC OF THE PHILIPPINES)
QUEZON CITY ) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in Quezon City, Philippines this
____________________ personally appeared the following:

Name Competent Evidence of Date/Place Issued

Identity

known to me or proved to me on the basis of competent evidence of identity to be

the same persons who executed the foregoing instrument and they acknowledged
to me that the same is their free and voluntary act and deed as well as that of the
corporations named therein.

This instrument refers to a Non-Disclosure Agreement, consisting of _____ (__)

pages, including this page where the acknowledgement is written, signed by the
Parties and their instrumental witnesses on the signature page and on each and
every page hereof.

WITNESS MY HAND AND SEAL, at the place and on the date first mentioned
above.

Doc. No. ____;

Page No. ____;
Book No.____;
Series of ____.
REPUBLIC OF THE PHILIPPINES)
QUEZON CITY ) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in Quezon City, Philippines this
____________________ personally appeared the following:

Name Competent Evidence of Date/Place Issued

Identity

known to me or proved to me on the basis of competent evidence of identity to be

the same persons who executed the foregoing instrument and they acknowledged
to me that the same is their free and voluntary act and deed as well as that of the
corporations named therein.

This instrument refers to a Non-Disclosure Agreement, consisting of _____ (__)

pages, including this page where the acknowledgement is written, signed by the
Parties and their instrumental witnesses on the signature page and on each and
every page hereof.

WITNESS MY HAND AND SEAL, at the place and on the date first mentioned
above.

Doc. No. ____;

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