Non-Circumvent and Non-Disclosure Agreement

NON-CIRCUMVENTION

AND NON-DISCLOSURE AGREEMENT

Entered into by and between:

____________________________________, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with office address at _______ _________________________, Philippines, represented in this act by its __________________, hereinafter referred to as the “FIRST PARTY”.

– and –

____________________________________, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with office address at _______ _________________________, Philippines, represented in this act by its __________________, hereinafter referred to as the “SECOND PARTY”.

Witnesseth: that –

WHEREAS, the parties desire to enter into a working business relationship involving the __________________________________________________, to the mutual and common benefits of the parties;

WHEREAS, the parties agree to disclose information or contacts to each other and bind themselves to keep these information or contacts confidential and enjoin or prohibit each other from doing business with any and all contacts disclosed by any of the parties to the other without the express consent of the other party;

NOW THEREFORE for and in consideration of the foregoing premises and the covenants herein contained the parties agree as follows:

The FIRST PARTY shall provide or disclose to the SECOND PARTY all information about their company, including information about their capitalization, stockholders, affiliates, subsidiaries and other associated entities;

The SECOND PARTY shall also provide or disclose to the FIRST PARTY all information about their company, including information about their capitalization, stockholders, affiliates, subsidiaries and other associated entities;

The parties will not in any manner solicit nor accept any business in any manner from any entity disclosed to or made available to the other without the express written authorization of the party who introduce such entity or provide information about said entity;

The parties will maintain complete confidentiality regarding all information disclosed to each other and will not disclose said information to any third party without the express written permission of the party who made available the source;

The information to be kept confidential shall include names, addresses, email addresses, telephone and telefax or telex numbers of contacts disclosed by one party to the other. The parties recognize such contacts as the exclusive property of the respective parties and that they will not enter into any direct negotiations or transactions with such contacts revealed by the other party unless there is written permission of the party who made available the information.

The parties hereby agree that this AGREEMENT shall form part and parcel of a Lease and Service Agreement that the parties intend to execute.

In the event of circumvention of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a compensation equivalent to the share of the circumventing party in the Lease and Service Agreement plus any and all expenses, including but not limited to all legal costs and expenses incurred.

This agreement is valid for any and all transactions between the parties herein and shall be governed by the applicable arbitration law and procedures.

All signatories hereto acknowledge that they have read the foregoing AGREEMENT and that they have full and complete authority to execute this AGREEMENT for and in the name of the party they represent.

The duration of this AGREEMENT shall be for five years from date hereof.

IN WITNESS WHEREOF, the parties hereunto affix their signatures this __________________ at Makati City, Philippines.

____________________________________ __________________________________

First Party Second Party

By: By:

_______________________ _________________________

SIGNED IN THE PRESENCE OF:

_____________________ _____________________

ACKNOWLEDGMENT

Republic of the Philippines)

Makati City ) SS.

BEFORE ME, a Notary Public in and for Makati City, Philippines, this ___________________ personally appeared:

Name: Res. Cert. No. Date/Place Issued

________________________ _______________ _____________________

________________________ _______________ _____________________

________________________ _______________ _____________________

known to me 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.

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

Doc. No. _______;

Page No. _______;

Book No. ______;

Series of _________.