MUTUAL NON-DISCLOSURE AGREEMENT

This Mutual Non-Disclosure Agreement (the “Agreement”) is made and entered into as
of the ____ day of _______________ 2017 by and among:

___________________________ a corporation duly organized and existing under the

laws of the Republic of the Philippines with principal offices ________________;

and

________________ a corporation duly organized and existing under the laws of the
Republic of the Singapore with principal office at _________________

Both of which may be referred to in this Agreement individually as the “Party” or

collectively as “Parties”..

WHEREAS, the Parties are contemplating into entering discussions and negotiations
involving possible transactions (hereinafter “Transaction”);

WHEREAS, each party may disclose to the other certain proprietary and confidential
information which the Disclosing Party desires the Receiving Party to treat as confidential.

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 Agreement shall mean all non-public

data, information and documents and ideas of any kind disclosed hereunder to the
Receiving Party by the Disclosing Party (including without limitation, trade
secrets, discoveries, concepts, technology, techniques, processes, designs, flow
charts, drawings, specifications, blueprint, diagrams, reports, documents,
technical data, know-how, research, services, customers, arkets, plans, and
financial and other data), whether intangible or tangible, written, electronic,
video, magnetic or in any other tangible form relating to the Disclosing Party’s
business. Such confidential Information is provided solely for the purpose of the
Transaction.

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

disclosed or made available by the Receiving Party to any third parties, except to
its Representatives, nor used for any purpose other than the Transaction.

3. 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.

4. “Representatives” as used in this Agreement shall include directors, officers,

employees, auditors, counsels, affiliates, consultants and professional advisors
and other authorized agents of the Receiving Party. For the purpose of this
Agreement, ___ Affiliates shall include _______________, Inc.,
_________________., ___ Power and ____________ Energy Corp. The
Receiving Party may disclose the Confidential Information without the
 Disclosing Party’s prior written consent to Representatives, provided, however,
that prior to receipt by Representatives of the Confidential Information, the
Receiving Parties shall inform such Representatives of the obligation of non-
disclosure pursuant to this Agreement.

5. Confidential Information provided by the Disclosing Party shall be and remain its
exclusive property. If the Receiving Party or any of their Representatives are
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 shall to the extent legal and
practical immediately provide notice to the Disclosing Party of such request.

6. Notwithstanding any other provisions of this 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 exchange to be disclosed by the Receiving Party or any of its
Representatives.

7. If the Receiving Party do not participate in the Transaction and upon written
demand by the Disclosing Party, the Receiving Party shall:

(a) return any and all written Confidential Information received from the
Disclosing Party; and

(b) destroy or permanently erase any and all copies or reproductions, of the
Confidential Information except if contained in any computer record or
file which has been created by or pursuant to any automatic electronic
archiving system or IT back-up procedure.

8. The Receiving Party agrees to indemnify and hold the Disclosing Party harmless
from any actual and documented losses, costs or expenses, including reasonable
legal fees and expenses incurred as a result of any breach by the Receiving Party
or its Representatives of this Agreement.
9. Nothing in this Agreement shall be construed as imposing any undertaking or
obligation on the Receiving Party to participate in the Transaction; 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.

10. The validity, performance, construction, and effect of this Agreement shall be
governed by Philippine law. Each of the Parties may seek injunctive relief from a
court of competent jurisdiction to prevent a breach of this Agreement.

11. The Parties consent that any dispute or difference between the Parties arising out
of or in the interpretation of the provisions of or in connection with this
Agreement (each a "Dispute") which cannot be settled amicably between the
parties or by a professional mediator within sixty (60) days after either Party
requests mediation, shall be referred to and finally settled exclusively by
arbitration under the Arbitration Rules of the Singapore International Arbitration
Centre (“SIAC Rules”).

12. Arbitration shall, unless otherwise agreed by the parties, be conducted in the
Singapore. Arbitration shall be conducted by one (1) arbitrator, chosen by mutual
agreement of the Parties. The Party seeking arbitration shall, by written notice to
the other Party, nominate one (1) or more arbitrators for the consideration of the
other Party. If within thirty (30) days after receipt of such notice and good faith
discussions between the Parties regarding the choice of the arbitrator, the Parties
do not agree on the arbitrator to conduct the arbitration, then arbitration shall be
conducted by a panel of three (3) arbitrators. Two (2) of the arbitrators shall be
chosen by each Party, and the third shall be chosen by the arbitrators selected by
the Parties.

13. No arbitrator appointed pursuant to this Agreement shall be a past or present

officer, director, shareholder, employee or agent of any Party.

14. Each Party hereby agrees to be bound by any final decision or award of any
arbitrator(s) duly appointed under this Agreement. Such decision or award may
be enforced by judgment of a competent court having jurisdiction over the
subject matter.

15. All arbitration proceedings and all documents submitted to any arbitration
tribunal shall be in the English Language.

16. This Agreement constitutes the entire agreement between the Parties as to the
subject matter hereof. No representations have been made by any 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 the Parties.

17. This Agreement shall terminate automatically on the date that the Receiving
Party enters into a further agreement with 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 one year after the date of this Agreement. The
 Receiving Party’s obligations under this Agreement with respect to the
Confidential Information of the Disclosing Party shall survive the termination of
this Agreement and shall be binding upon the Receiving Party’s heirs, successors
and assigns for a period of ____ (____) years from the date of termination hereof.

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

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

[Signature page follows]

 SIGNED FOR AND ON BEHALF OF:

____________________ DEVELOPMENT CORPORATION

By:

___________________
[Designation]

SIGNED FOR AND ON BEHALF OF:

___________________ LTD.

By:

_______________
[Designation]