CONFIDENTIALITY & NON-COMPETITION AGREEMENT

This Confidentiality Agreement (“Agreement”) is entered into this __ day of _________ (Month) ______________ (Year) in __________ (Place of Execution) by and between ___________________ (“Company”), a corporation with principal place of business _______________________________ and _________________ ("Employee").

1. For the purpose of this Agreement, “confidential information” means information or material proprietary of the Company, whether written or oral, tangible or intangible, which is known or disclosed to the employee, by reason of his/her employment with the Company. Confidential information may include, without limitation, data, know-how, trade secrets, designs, plans, software, drawings, specification, algorithms, reports, customer and supplier lists, pricing information, marketing techniques, materials, client information, client purchase, infrastructure, products, support/maintenance keys whether related to the Company’s past, present, or future business activities, research or development, or products, as well as personal or confidential information pertaining to or about any of its stockholders, officers, directors, agents, or employees.

2. The Employee shall not disclose, directly or indirectly, any confidential information to any person, entity or corporation. The Employee shall not use any confidential information other than for the benefit of the Company. In addition, the Employee shall not copy, record, or reproduce any confidential information for any purposes whatsoever.

3. The Employee shall maintain adequate procedures to prevent the unauthorized disclosure, use, or reproduction of confidential

information. At the Company’s request, the Employee shall return all confidential information it has received to the former.

4. This Agreement is effective not only for the duration of the Employee’s employment with the Company but lasts even after his/her separation from the Company.

5. Any unauthorized disclosure of confidential information may be a ground for disciplinary action, including termination, and/or damages against the offender. Further, any violation of this confidentiality undertaking and/or any of the undertakings, commitments, and representations of the Employee may constitute immediate and irreparable damage and harm to the Company. Without prejudice to any other rights and remedies otherwise available to the Company, the Employee agrees that the Company shall be entitled to seek injunctive or other equitable relief. Such a remedy shall not be deemed to be the exclusive remedy for a breach of this undertaking, but shall be, in addition to all other remedies available to the Company at law or equity.

6. During the effectivity of this Agreement, and for a period of Six (6) month after termination thereof for any reason whatsoever, the Employee shall not, directly or indirectly, whether solely or jointly, with any person or entity, carry on, be engaged, or be interested in any business of the same or substantially similar business with that of the Company or any significant component thereof, or permit their names to be used in connection with any such business of the said person or entity.

7. In the event that the Employee violates the confidentiality, non-compete and/or any of his/her undertakings, commitments, and representations, the Employee agrees that the Company may bring such legal actions against him/her as may be allowed by law and he/she agrees to pay all liabilities and to indemnify the Company, its stockholders, officers, directors, representatives, employees, and

assigns in the amount equivalent to the monetary value of the employees compensation package for 6 months or an amount no less than _______________________ (Amount in Letters) Pesos (P____________ Amount in Numbers), whichever is higher, as liquidated damages, without prejudice for any loss, damage, or expense which they may suffer by reason of such violation, including, without limitation, legal fees and expenses, and other costs of suit incurred in connection with such litigation.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date and the place above-written.

_________________________

By

___________________________

_________________________ Employee

Signed in the presence of:

________________________ ________________________