Globe Telecom Inc.

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Mutual Confidentiality and Non-Disclosure Agreement (the “Agreement”) is

A. Globe The term Confidential Information does not include information which:

GLOBE TELECOM INC., a corporation duly organized and existing under the a. has been or becomes now or in the future published in the
laws of the Republic of the Philippines, with main office at The Globe Tower, public domain without breach of this Agreement or breach of a
32nd Street corner 7th Avenue, Bonifacio Global City, 1643 Taguig City, Metro similar agreement by a third party; or
Manila.
b. prior to disclosure hereunder, is properly within the legitimate
B. Second Party possession of the Receiving Party, which fact can be proven or
verified by independent evidence; or
____________________ a sole proprietorship / partnership / corporation duly
organized and existing under and by virtue of the laws of the ____________________ c. subsequent to disclosure hereunder, is lawfully received from
with office address at _____________________. a third party having rights therein without restriction on the third
party's or the Receiving Party's rights to disseminate the information
C. Description of Potential Transaction and without notice of any restriction against its further disclosure; or

____________________ (the “Potential Transaction”). d. is independently developed by the Receiving Party through
persons who have not had, either directly or indirectly, access to or
D. Term knowledge of such information which can be verified by independent
evidence; or
This Agreement shall expire either ____________________ years from the date
hereof or upon the termination of the evaluation or pursuit of the Potential e. is disclosed with the written approval of the other party or after
Transaction or by a Party’s one month written notice of termination of this Mutual the applicable period of confidentiality pursuant to Article 3 has
Confidentiality and Non-Disclosure Agreement to the other; provided, however, expired.
that the Receiving Party's obligations with respect to the Confidential Information
shall survive for ____________________ years following the date of such ARTICLE 3 DURATION OF THIS AGREEMENT
termination of this Agreement (the “Term”).
This Agreement is intended to cover Confidential Information received by the
E. Contract Receiving Party, both prior to and subsequent to the execution of this
Agreement and shall be valid for the Term stated in Clause D.
The Mutual Confidentiality and Non-Disclosure Agreement and Terms and
Conditions stated below constitute the entire agreement of the parties and shall ARTICLE 4 RESTRICTIONS ON USE: NO GRANT OF RIGHTS
govern their relationship.
Each party agrees to use the Confidential Information received from the
other party only for the purpose of the Potential Transaction in Clause C.
TERMS AND CONDITIONS
The Receiving Party agrees, for itself, its subsidiaries, and affiliates, and its
ARTICLE 1 CONFIDENTIAL INFORMATION and their respective directors, employees, agents, consultants, successors,
and assigns, to (a) hold all Confidential Information (regardless of whether it
All communications or data, in any form, whether tangible or intangible, which are is specifically marked confidential or not) in strict confidence; (b) transmit the
disclosed or furnished by any director, officer, employee, agent, or consultant of any Confidential Information only to its respective agents, consultants, and
department or business area of any party hereto, including their affiliates and employees on a need-to-know basis and after each one of them has agreed
subsidiaries, (hereinafter “Disclosing Party”) to the other Party, including their affiliates to be bound by the terms and conditions of this Agreement and not to
and subsidiaries, (hereinafter “Receiving Party”) and which are to be protected disclose the same except as provided herein; (c) not to directly or indirectly
hereunder against unrestricted disclosure or competitive use by the Receiving Party use, copy, digest, or summarize any Confidential Information except as
shall be deemed to be “Confidential Information”. provided in this Agreement, and (d) not to disclose any Confidential
Information to any other party without the prior written consent of the
As used herein, the term "Confidential Information" shall mean all non-public, Disclosing Party. The Disclosing Party may grant its consent for the
confidential or proprietary information disclosed hereunder, in any tangible or intangible disclosure of the Confidential Information in its sole discretion and on a case-
form, such as but not limited to written, oral, visual, audio, those produced by electronic by-case basis. The Receiving Party expressly agrees not to use the
media, or through any other means, that is designated as confidential or that by its Confidential Information to gain or attempt to gain a competitive advantage
nature or circumstances surrounding its disclosure, should be reasonably considered over the Disclosing Party.
as confidential.
If requested by the Disclosing Party, the Receiving Party shall acknowledge
Confidential Information shall include, but not be limited to, products or planned receipt of any Confidential Information by signing receipts, initialing
products, processes and/or procedures, technological achievements and interests, documents, or any other means that the Disclosing Party may reasonably
customers and potential customers, business prospects, financial statements and request.
information, financial situation and corporate plans, internal activities, future plans of
both parties, and other information deemed proprietary or confidential by the Disclosing The Receiving Party will not permit copies of the Confidential Information to
Party or any other matter in which the Disclosing Party may have any interest be made without the express written consent of the Disclosing Party. Copies
whatsoever. shall be deemed confidential and in all respects subject to the terms of this
Agreement.
Each Disclosing Party hereby represents and warrants to the Receiving Party that it
has lawful rights to provide the Confidential Information. No other rights, and particularly no license and no assignment of intellectual
Confidential Information will be disclosed either: property right including copyright, patent rights, design rights, trade marks,
and mask work protection rights are implied or granted under this
1. in writing; Agreement. Neither Party shall make use of the existence of any bilateral
2. by delivery of items; business relationship between them for the purpose of their own
3. by initiation of access to Information, such as may be in a database; or advertisement.
4. by oral or visual presentation.
ARTICLE 5 PROPERTY OF DISCLOSING PARTY
Confidential Information should be marked with a restrictive legend of the Disclosing
Party. If Information is not marked with such legend or is disclosed orally, the All Confidential Information, unless otherwise specified in writing, shall
Information will be identified as confidential at the time of disclosure. Documents will remain the sole and exclusive property of the Disclosing Party and shall be
be considered confidential if they are marked with a restrictive legend or they are used by the Receiving Party only for the purpose intended herein, except as
clearly recognizable as confidential information to a prudent person with no special may be required by applicable law or legal process.
knowledge of the Discloser’s industry.

1
 MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

The Receiving Party shall not disclose, reproduce, or disseminate such Confidential equitable relief as a remedy for any such breach of this Agreement in
Information to anyone, except to those employees and consultants (including addition to all monetary or other remedies available at law or in equity.
employees and consultants of its parent, subsidiaries and affiliates) who have a need
to know such Confidential Information for the purpose for which it is disclosed. ARTICLE 10 NO REPRESENTATION OR WARRANTY

If the Receiving Party is requested by a Governmental entity or other third party to The Disclosing Party makes no representation or warranty as to the
disclose any Confidential Information, it will promptly notify the Disclosing Party to accuracy or completeness of the Confidential Information and the Receiving
allow the latter to seek a protective order or take other appropriate action. The Party agrees that the Disclosing Party and its employees and agents shall
Receiving Party will also cooperate in the Disclosing Party's efforts to obtain a have no liability to the Receiving Party resulting from any use of the
protective order or other reasonable assurance that confidential treatment will be Confidential Information.
afforded the Information. If in the absence of a protective order and the Receiving
Party is compelled as a matter of law to disclose the Information, based upon the However, this disclaimer shall, in and of itself, not apply to or limit any
written opinion of the Receiving Party’s counsel addressed to the Disclosing Party, the specific warranties that the Disclosing Party may expressly give in other
Receiving Party may disclose to the party compelling the disclosure only the part of the agreements between the Disclosing Party and the Receiving Party. The
Confidential Information as required by law to be disclosed. The Receiving Party will Receiving Party agrees that it will form its own conclusions as to the
advise and consult with the Disclosing Party and its counsel as to such disclosure and reliability of any Confidential Information and as to any conclusions to be
the nature and wording of such disclosure and the Receiving Party will use its best drawn therefrom, and will not charge the Disclosing Party with liability for any
efforts to obtain confidential treatment therefor. damages resulting from mistakes, inaccuracies or misinformation contained
therein. The Receiving Party understands and acknowledges that the
ARTICLE 6 SAFEKEEPING Disclosing Party does not undertake any obligations to provide any party
with access to any specific or additional information.
The Receiving Party shall use the same care to avoid disclosure or unauthorized use
of the Confidential Information as it uses to protect its own confidential information, but ARTICLE 11 NON-WAIVER; REMEDIES CUMULATIVE
in no event less than reasonable care. It is agreed that:
11.1 Any failure of either party to insist upon the strict performance of any
a. all Confidential Information shall be retained by the Receiving Party in a term or condition of this Agreement shall not be deemed a waiver of any of
secure place with access limited only to the Receiving Party’s employees or the party's rights or remedies, including the right to insist on the strict
agents who need to know such information for purposes of this Agreement, and performance of the same. No waiver or other modification to this Agreement
shall be valid unless it is in writing and is signed by the parties.
b. Confidential Information will be disclosed only to each party’s respective
employees who are involved in the Potential Transaction and to third party 11.2 The rights and remedies herein expressly provided are cumulative and
consultants or advisers who have been engaged for the purpose of discussing not exclusive of any rights or remedies, which any of the parties would
the Potential Transaction, which the Disclosing Party has prior notice of such otherwise have.
engagement, provided that in the event of such disclosure to any third person or
entity not employed or retained by the Receiving Party, the Receiving Party shall ARTICLE 12 NO PUBLICITY
nonetheless remain liable for any unauthorized disclosure by such person or
entity. Neither Party hereto shall in any way or in any form disclose, publicize, or
advertise in any manner the discussions that give rise to this Agreement nor
It is further agreed that the Receiving Party shall ensure that all of its employees and the discussions or negotiations covered by this Agreement without the prior
consultants (including employees and consultants of its parent, subsidiaries and written consent of the other Party.
affiliates) having access to Confidential Information adhere to the terms and conditions
of this Agreement as if they were parties hereto. ARTICLE 13 INTERPRETATION AND AMENDMENT

ARTICLE 7 RETURN OF CONFIDENTIAL INFORMATION This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof. It excludes and supersedes everything
All Confidential Information, including but not limited to copies, summaries, excerpts, else which has occurred between the parties whether written or verbal,
extracts or other reproduction thereof, shall be returned to the Disclosing Party or including all other communications with respect to the subject matter hereof.
destroyed after the Receiving Party’s need for it has expired or upon request of the The Headings of Clauses shall not affect their interpretation.
Disclosing Party, and in any event, upon termination of this Agreement.
This Agreement may not be amended or modified except in writing.
Further, in any event at any time a Receiving Party ceases to have an active interest in
the Potential Transaction, it will immediately return to the Disclosing Party all copies of This Agreement shall not be construed in favor or against any party, but shall
written, taped or audio-visual recorded Confidential Information in its possession and be construed equally as to both parties.
promise not to retain any such copies. That portion of Confidential Information which
consists of analysis, compilation, forecasts, studies or other documents prepared by ARTICLE 14 SEPARABILITY CLAUSE
the Receiving Party, its consultants, agents or employees will be destroyed
immediately upon the Disclosing Party’s request or at the expiration of this Agreement, If any provision of this Agreement is illegal or unenforceable, its invalidity
and any verbal Confidential Information will continue to be subject to the terms and shall not affect the other provisions of this Agreement that can be given
conditions of this Agreement. effect without the invalid provision. If any provision of this Agreement does
not comply with any law, ordinance or regulation, such provision to the
ARTICLE 8 NO OBLIGATION TO CONTRACT extent possible shall be interpreted in such a manner to comply with such
law, ordinance or regulation, or if such interpretation is not possible, it shall
This Agreement does not constitute a proposal or offer for any specific business be deemed to satisfy the minimum requirements thereof. This Agreement
whatsoever between the parties, and is only intended to bind the parties to the may be executed in two or more counterpart copies, each of which shall be
confidentiality and limited use of the Confidential Information. deemed to be an original, but all of which shall constitute the same
agreement.
Nothing in this Agreement shall impose any obligation upon either Party to
consummate a transaction, to enter into any discussion or negotiations with respect ARTICLE 15 LEGAL CAPACITY OF REPRESENTATIVES
thereto, or to take any other action not expressly agreed to herein. Neither Party shall
have any obligation to the other for any such action the other Party may take or refrain Each party represents and warrants to the other party that its representative
from taking based on or otherwise attributable to any information (whether or not executing this Agreement on its behalf is its duly appointed and acting
constituting Confidential Information) furnished to such other Party hereunder. representative and has the legal capacity required under applicable law to
enter into this Agreement and bind it.
ARTICLE 9 REMEDY AGAINST DEFAULTING PARTY
ARTICLE 16 GOVERNING LAW AND DISPUTE RESOLUTION
The parties acknowledge and agree that disclosure, divulgence, or unauthorized use of
the Confidential Information could damage the Disclosing Party and that such This Agreement shall be governed by and construed in accordance with the
Disclosing Party, therefore, has a strong interest in protecting the Confidential laws of the Philippines. Any dispute, controversy, or claim arising out of or
Information by all legal means. relating to this Agreement, or the breach, termination or invalidity thereof,
shall be settled by arbitration in accordance with the Philippine Dispute
A party violating its obligations under this Agreement shall fully indemnify the other for Resolution Center, Inc. (PDRCI) Arbitration Rules as at present in force.
all damages caused by such breach. Moreover, because money damages may not be
a sufficient remedy for any breach of the foregoing covenants and agreements, the IN WITNESS WHEREOF, the parties have hereunto affixed their signatures
Disclosing Party shall be entitled to specific performance and injunctive and other this _____________________ at ____________________.
 MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

GLOBE TELECOM, INC.

By:

____________________
____________________

By:

____________________
____________________

Note: Any alteration or erasure will invalidate this Agreement unless countersigned by
Globe Legal.