CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (the “Agreement”) is made and entered into,

this ____ day of _________________ at Makati City by and between:

[●], a corporation duly organized and existing under and by virtue of

the laws of the Philippines, with office address at [●], represented
herein by its [●], [●], hereinafter referred to as “[●]”;

-and-

[●], a corporation duly organized and existing under and by virtue of

the laws of the Philippines, with its principal office at [●] represented
herein by its [●],[●], hereinafter referred to as “[●]”;

([●] and [●] shall be referred to individually as a “Party”, and collectively

as the “Parties”.)

WHEREAS, [●] is the owner of Confidential Information which it has agreed

to disclose to [●] for the purpose of pursuing certain transactions (the “Transaction”)
under the terms and conditions set out in this Agreement.

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

the terms and conditions hereinafter set forth, the Parties agree as follows:

1. Definitions

In this Agreement-

a. “Confidential Information” refers to any information disclosed (whether

before or after the date of this Agreement and whether in writing, or
computer disc, verbally or by any other means and whether directly or
indirectly) by the Disclosing Party or by another person on behalf of the
Disclosing Party to the Receiving Party in relation to or in connection with
the Transaction including, without limitation, any information relating to the
Disclosing Party’s products/services, operations, processes, plans or
intentions, product/service information, know-how, design rights, trade
secrets, market opportunities, and business affairs.

b. “Disclosing Party” means [●].

c. “Receiving Party” means [●].

d. “Recipient” means a person to whom any Confidential Information is

disclosed.

2. Confidentiality
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2.1. In consideration of the Disclosing Party supplying its Confidential Information

to the Receiving Party, the Receiving Party undertakes as follows:

2.1.1. to keep the Disclosing Party's Confidential Information in confidence;

2.1.2. not to use the Disclosing Party's Confidential Information except in

relation to the Transaction;

2.1.3. not to disclose the Disclosing Party's Confidential Information to another

person and to use utmost efforts to prevent any such disclosure except as
permitted under Clause 3.1;

2.1.4. exercise in relation to the Confidential Information received from the

Disclosing Party no lesser security measures and degree of care than
those which it applies to its own confidential information;

2.1.5. keep all documents and other material bearing or incorporating any of
the Confidential Information separate from all other documents and
materials; and

2.1.6. not to reproduce or otherwise copy without the express prior written
consent of the Disclosing Party except for a reasonable number of copies
necessary to accomplish the purposes of the Transaction on condition
that all copies shall, upon reproduction, contain the same proprietary and
confidential notices and legends that may appear on the original
Confidential/Proprietary Information.

3. Disclosure of Confidential Information

3.1. The Receiving Party may disclose the Confidential Information of the
Disclosing Party:

3.1.1. with the prior written consent of the Disclosing Party;

3.1.2. to its employees, professional advisers and authorised representatives

and affiliate companies to the extent that disclosure is reasonably
necessary to effect or achieve the purposes of the Transaction, provided
that such employees, consultants or professional advisers and
representatives of the Receiving Party are under obligation to preserve
as confidential any information and knowledge which is entrusted to the
Receiving Party, and have been notified by the Receiving Party of the
specific obligations imposed under this Agreement; and

3.1.3. when disclosure is required by law, by a court of competent jurisdiction,

by a public stock exchange ruling body, or by another appropriate
government agency or regulatory body with whose instructions the
Receiving Party is required to comply, provided that so far as is lawful
and practical to do so prior to such disclosure, the Receiving Party shall
promptly notify the Disclosing Party of such requirement with a view to
providing the opportunity for the Disclosing Party to contest such
disclosure or obtain a protective order or other suitable protection (if
available) or otherwise agree to the timing and content of such
disclosure.

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3.2. Prior to disclosure of the Confidential Information to a Recipient, the Receiving

Party shall ensure that the Recipient reads and understands this Agreement and
shall ensure that the Recipient complies with the terms of this Agreement as if
the Recipient were a Party to this Agreement.

4. Exceptions

4.1.This Agreement does not apply to Confidential Information:

4.1.1. to the extent that the Confidential Information is or comes into the public
domain other than by breach of this Agreement. Without limitation, for
the purposes of this sub-clause:

(a) Confidential Information is not deemed to be in the public domain

by reason only that it is known to only a few of the persons to whom
it may be of commercial interest; and

(b) a combination of two or more portions of Confidential Information

shall not be deemed to be in the public domain by reason only of each
separate portion being so available;

4.1.2. which the Receiving Party can show by its written or other records was
in its possession prior to receipt from the Disclosing Party and which had
not previously been obtained from the Disclosing Party or another person
on behalf of the Disclosing Party under an obligation of confidence; and

4.1.3. which the Receiving Party obtains or has available from a source other
than the Disclosing Party without breaching any obligation of
confidence, provided, however, that this exception shall not apply to
executed contracts or permits regardless of the source.

5. Further Undertakings

5.1. No right or license is granted to the Receiving Party in relation to the Disclosing
Party's Confidential Information other than as expressly set out in this
Agreement.

5.2. The Disclosing Party does not accept responsibility for or make a representation
or warranty, express or implied, with respect to the truth, accuracy, completeness
or reasonableness of the Confidential Information. No warranty is given that the
Confidential Information disclosed is free from third party rights.

5.3. Neither Party shall disclose the existence of any relationship between the Parties
nor the existence or terms of this Agreement to any third party without the prior
written consent of the other Party.

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6. Term and Termination

6.1. This Agreement shall come into effect on the date of this Agreement and shall
continue in full force and effect for a period of three (3) years from the date of
this Agreement.

6.2. The Receiving Party undertakes within five (5) business days’ of receipt of a
written request of the Disclosing Party or on termination of this Agreement
whichever is earlier and at the option of the Disclosing Party:

6.2.1. to return to the Disclosing Party all documents and other material in
whatever form in its possession, custody, or control that bear or
incorporate any part of the Disclosing Party's Confidential Information;
or

6.2.2. to destroy by shredding or incineration all documents and other material

in whatever form in its possession, custody, or control which bear or
incorporate any part of the Disclosing Party's Confidential Information
and to certify to the Disclosing Party that this has been done.

7. Governing Law

This Agreement is governed by and shall be construed in accordance with

Philippine law.

8. Amicable Settlement

The Parties agree that in the event that there is any dispute, controversy, claim,
or difference between them arising out of or relating to this Agreement, or the
breach thereof, or in the interpretation of any of the provisions hereof, they shall
meet and endeavor to resolve such dispute by discussion between them; failing
such resolution, the Chief Executives of the Parties shall meet to resolve such
dispute or difference. If the Chief Executives are unable to resolve the dispute
or difference within thirty (30) days from their initial meeting, then either Party
may initiate the appropriate action in a court of competent jurisdiction, subject
to the provisions of Section 9 below.

9. Jurisdiction

The proper courts in the City of Makati shall have exclusive jurisdiction in the
event of any dispute under this Agreement. The Parties irrevocably submit to the
jurisdiction of such courts to finally adjudicate or determine any suit, action or
proceedings arising out of or in connection with this Agreement.

10. Breach and Injunctive Relief

Without prejudice to any other rights or remedies which either Party may have,
the Parties expressly acknowledge and agree that any breach or threatened
breach of the terms of this Agreement may cause immediate and irreparable
harm to the Disclosing Party which may not be adequately compensated by
damages. The Receiving Party therefore agrees that in the event of such breach
or threatened breach, and in addition to any remedies available at law, the
Disclosing Party may be entitled to specific performance or may obtain from
any court of competent jurisdiction a preliminary, temporary, or permanent

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injunction, restraining or enjoining that violation by the Receiving Party or any

entity or person.

11. Limit of Relationship

The Parties acknowledge and agree that the disclosure of information under this
Agreement shall not commit or bind either Party to any present or future
contractual relationship nor shall the disclosure of information be construed as
an inducement to act or not to act in any given manner.

Nothing in this Agreement shall obligate the Disclosing Party to disclose any
information or Confidential Information to the Receiving Party.

12. Entire Agreement

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

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

[●]By: [●]
By:

[●]
President
[●Insert Name]
[●Insert Position]

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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

MAKATI CITY ) S.S.

BEFORE ME, a notary public in and for the above jurisdiction, this
______________ at Makati City, personally appeared:

Name Community Tax Certificate Government-Issued I.D.

No./Date and Place of Issue No./Expiry Date

known to me and to me known to be the same person/s who executed the foregoing
Agreement and who acknowledged to me that the same is their true and voluntary act
and deed and that of the Corporation/s which they represent.

This refers to a Confidentiality Agreement consisting of ______ (__) pages,

including the page on which this acknowledgment is written, which has been signed by
the parties and their witnesses.

WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place
above given.

Doc. No. _____;

Page No. _____; NOTARY PUBLIC
Book No. _____;
Series of 2012.