NON-CIRCUMVENTION AND NON-DISCLOSURE AGREEMENT

This “Non-Circumvention and Non-Disclosure Agreement” (hereinafter referred to as the

“Agreement”) is entered into this ____ day of ___________, 2021, by and between:

_________________, an enterprise duly organized and existing under the Philippine

laws with office address at ______________________________________________,
represented by its President, Mr.___________________________, hereinafter
referred to as the “First Party”

and

__________________, an enterprise duly organized and existing under the

Philippine laws with office address at _________________________________,
represented by its President Mr. _______________________, hereinafter referred
to as the “Second Party”

First Party and Second Party shall collectively be hereinafter referred to as “Parties” or “the
Parties”.

-WITNESSETH-

WHEREAS, the First Party is a duly licensed enterprises offering and selling __________ and
________ products or supplies in the Philippine market;

WHEREAS, the First Party intends to collaborate and partner with the Second Party in the operations
and/or handling of its dealings or transactions hereinafter referred to as “Transaction” or
“Transactions”;

WHEREAS, the parties hereto wish to enter into various business Transactions for their mutual
benefit;

NOW THEREFORE, the Parties have agreed to enter into this Agreement to establish the basic terms,
conditions and mutual covenants upon which they wish to transact business and in consideration of
which the Parties hereto agree as follows:

1. The Parties agree to irrevocably undertake and warrant not, by any means or under
any circumstances (whether in the Philippines or in any other Country, State or
Principality) to circumvent each other with regard to any of the business
opportunities to enter into Transactions made available to either Party by the other
Party at any time during the term of this Agreement, by contacting or attempting to
contact in any manner the owners and/or sellers or sources of subject matter of
such Transactions of their Connected Persons either personally or through or with
the assistance of either Party’s Connected Persons from receiving any (or less) fees,
profits, commissions, remunerations or benefits whatsoever as may be due either
Party from the other Party.

“Connected Persons” as used above shall include but not be limited to: any
suppliers, sellers whether an importer or a wholesaler, buyers, trustee, agents,
corporations, consultants, advisors, consortium and/or syndicate members,
associates, affiliates, and any person, corporation or entity whatsoever which comes
to have knowledge of or acts as a conduit for any knowledge or information
concerning any and all transactions covered by this Agreement as a result of any
communication directly with or originating from or relating to any Party hereto.
 2. The Parties hereto undertake to maintain absolute and total confidentiality
concerning any and all information disclosed by the Parties relating to any
Transaction covered by this Agreement concerning any and all information (personal
or otherwise) regarding either Party hereto.
3. The Agreement shall continue in full force and effect for a period of five (5) years
from the date entered into and shall apply to any and all Transactions introduced by
either Party or the other Parties hereto and shall include any follow-ups, extensions,
add-ons and roll-overs or re-negotiated and/or delayed Transactions regardless of
the success of earlier states of any Transactions and the Parties expressly recognize
that information given and introductions made by a Party for the duration of this
Agreement unless agreed to by the introducing Party in writing.
4. Any controversy or claim arising out of or in connection with this Agreement or
alleged breach hereof which is not settled by the Parties hereto shall be settled by
Arbitration in accordance with the Statutes and Laws of the Philippines.
5. This Agreement shall include all Transactions and part or parts thereof introduced to
and between the Parties wheresoever transacted in the World.
6. The Parties hereto agree to interpret this Agreement in its broadest legal sense and
to enter into such in their capacity with full responsibility and agree and undertake
voluntarily to waive and renounce any and all rights of immunity or otherwise so as
to enable the Parties hereto to give full force and legal effect to the true purpose
and intent of this Agreement.
7. The Parties hereto acknowledge that the true spirit of this Agreement is one of
mutual trust and confidence, reliance on each other to do what is fair and equitable
and to honor what has been agreed between the Parties hereto.

IN WITNESS WHEREOF the Parties agree to the terms and conditions of the above Agreement as
indicated by their signatures below.

EXECUTED AS A DEED

FIRST PARTY SECOND PARTY

Name: Name:
Title: Title:

General Manager

WITNESSES

_____________________________ _____________________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES]

_________________________] S. S.

BEFORE ME, a Notary Public for and in the City of ______________ personally appeared:

Name ID No. Date/Place Issued

ALL known to me and to me known to be the same persons who executed the foregoing Agreement
and they acknowledged to me that the same is their free and voluntary act and deed, as well as
those of the corporations that they respectively represent.

This instrument refers to an Agreement consisting of three (3) pages, including this page where the
Acknowledgment is written and signed by the herein parties and their instrumental witnesses on all
pages.

WITNESS MY HAND AND SEAL on this ____ day of __________ 2021 at City of ___________.

NOTARY PUBLIC

Doc No.
Page No.
Book No.
Series of 2021.