CONFIDENTIALITY AGREEMENT

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

into as of the _rd day of May 2017, by and between ___________________________,
with postal address at ________________________________________(hereinafter
referred to as “Disclosing Party”), and ______________________, with office/postal
address at ___________________________________, (hereinafter referred to as “
Receiving Party”).

WHEREAS, the Disclosing Party will disclose and make available to the
Receiving Party certain confidential or proprietary information during the
effectivity of the Memorandum of Agreement (the “Agreement”) between the
parties hereto.

WHEREAS, the Receiving Party acknowledges and understands that it may

obtain certain confidential information concerning the Disclosing Party’s business
in the course of discussing the Memorandum of Agreement.

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

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

1. “Confidential Information” as used in this Confidentiality Agreement shall

mean all data, information, documents and samples disclosed hereunder to the
Receiving Party by the Disclosing Party, whether written, electronic, or in any
other tangible form or oral, relating to the Disclosing Party’s business that is
deemed “confidential” at the time it is disclosed or, if it is disclosed orally, is
identified by the Disclosing Party as confidential within seven (7) days of such
disclosure. Such Confidential Information is provided solely for the purpose of
discussion and evaluation of the proposed Service Agreement between the
parties hereto.

2. The Confidential Information shall be treated as confidential and shall not

be disclosed or made available by the Receiving Party directly or indirectly to
any third party, except to its Representatives, nor used for any purpose other
than the evaluation of proposed Service Agreement between the parties hereto.
The Receiving Party agrees to maintain the confidentiality of all of the
Confidential Information and not to utilize it in any manner except for the
particular purpose specified above. “Representatives” as used in this Agreement
shall include directors, officers, employees, auditors, counsel, consultants and
other representatives of the Receiving Party and Affiliates (as hereinafter
defined) and such Affiliates’ respective directors, officers, employees, auditors,
counsel and other representatives. “Affiliates” as used in this Agreement shall
include for any party, any person or entity that such party controls, is controlled
by or is under common control with such party. For the purposes of this
Agreement, the term “Control” shall mean the ability, either directly or indirectly,
to direct or cause the direction of or to influence the direction of that person or
party or the management of that party or person, whether through ownership of
voting securities or by contract or otherwise. The Receiving Party may disclose
the Confidential Information without the Disclosing Party’s prior written consent to
Representatives and for fund and inter-fund reporting purposes, provided,
however, that prior to receipt by any Representatives of the Confidential
Information, the Receiving Party shall inform such Representatives of the
obligation of non-disclosure pursuant to this Agreement.

3. Confidential Information provided by the Disclosing Party shall be and

remain its exclusive property. If the Receiving Party or any of its Representatives
is required (by oral questions, interrogatories, requests for information or
documents, subpoena, civil investigation demand or similar process) to disclose
any Confidential Information, the Receiving Party will as soon as reasonably
practicable provide notice to the Disclosing Party of such request.

4. Notwithstanding any other provisions of this Confidentiality 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 to be disclosed by the
Receiving Party or any of its Representatives.
(f) In case of litigation for the purpose of enforcing the provisions of
the Main Agreement entitled Memorandum of Agreement
executed on May 3, 2017.

5. It is understood that the Disclosing Party makes no representations or

warranties as to the accuracy or completeness of any information disclosed or
made available to the Receiving Party hereunder.

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

or obligation on the Receiving Party; nor as an expression of any representation
or warranty by the Receiving Party to deal with the Disclosing Party; nor to invest
in the Disclosing Party or otherwise.

7. The validity, performance, construction, and effect of this Agreement shall

be governed by the laws of [the Philippines]. Notwithstanding the foregoing,
either party may seek injunctive relief from a court of competent jurisdiction to
prevent a breach of this Agreement. Furthermore, both PARTIES agree that
Quezon City shall be exclusive venue/jurisdiction on any Legal Disputes arising
from or in connection to this Confidentiality Agreement.

8. This 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.

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 three (3) years after the date of this Agreement.

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

executed this Agreement on the day and year first written above.

Disclosing Party Receiving Party

By: ____________________ By: ___________________
Printed Name: ___________ Printed Name: __________
Title: __________________ Title: __________________
Dated: _________________ Dated: _________________