NON-DISCLOSURE/NON-CIRCUMVENTION AGREEMENT

THIS AGREEMENT, made on this __26

th
day of February ,2014 at
Quezon City, by and between:

LINERGY CONSTRUCTION CORP. , a corporation duly organized and existing under the
laws of the Republic of the Philippines, with office located at 434-A Sta. Catalina St. Holy, Spirit,
Quezon City , herein represented by its President & General Manager ,
EDGIMAR H. LINING;
and

LA FILIPINA UY GONGCO CORPORATION, a corporation duly organized and existing
under the laws of the Republic of the Philippines, with office located at BV Romero Blvd.,
Manila Harbour Centre, Radial Road 10, Vitas, Tondo, Manila, herein represented by the Head
of the Central Purchasing Unit, CHERYL MAY U. CHUA;

(hereinafter each referred to as a Party and together referred to as the Parties)

WITNESSETH:

WHEREAS, the Parties have agreed to exchange information without charge and the Receiving Party
has agreed to keep confidential information about the Disclosing Partys business and investment
opportunities subject to the terms and conditions of this Agreement for the purpose of considering
mutual partnership and co-operation between the Parties (hereinafter, the Purpose);

WHEREAS, Each Party will present to the other Party information regarding its business, including
potential investment and business opportunities and potential partners in accordance with the Purpose;

WHEREAS, Neither Party shall use the Confidential Information for any objective other than to assess
and facilitate discussions with the other Party regarding the Purpose:

WHEREFORE, the Parties have agreed to divulge and exchange Confidential Information subject to the
following terms:

1. The following expressions shall, unless the context otherwise requires, have the following meanings:

1.1."Authorized Person" means any company within the Disclosing Party's Group and any, director,
officer, employee, adviser or agent of a Party or of any company within such Party's Group who has
received information in accordance with clause 3.3 below;

1.2. Business Opportunities means any prospect of the Parties agreeing and entering into any form
of deal, transaction or investment with one another or in partnership with other parties to further each
partys respective business ends including, but not limited to: the sale of goods, services, machinery,
wares; entering into joint ventures, trading agreements; service contracts, purchasing agreements, lease
contracts; and other analogous agreements.

1.3 Confidential Information includes all information of the Disclosing Party, of customers of the
Disclosing Party, and of third parties that have furnished information to the Disclosing Party under
obligations of confidentiality. This includes information relating to the business, products, operations,
software, or work identified in any format (whether written, oral or otherwise) by the Disclosing Party
as confidential, trade secret or proprietary information, or such information which the Receiving Party
knows or has reason to know is confidential, trade secret or proprietary information of the Disclosing
Party, including the following:




1.3.1. information of a technical nature, such as methods, processes, formulas, know-how,
compositions and computer software;

1.3.2.information of a business and commercial nature, such as proposals, employee
information, customer lists or information, markets, marketing strategies, customer
relationships, costs, pricing, profits, compensation, sales, product and corporate plans, research
and development activities and financial information;

1.3.3information relating to a partys business operations, suppliers, service providers, contracts,
agreements, permits and compliances, corporate structure, corporate governance, stockholders,
business partners, officers, board of directors, employees and stakeholders;

1.3.4information relating to a plan, promotion, business strategy and marketing relating to the
parties businesses;

1.3.5all manuals, systems, documentation, reports, correspondence, memoranda or other
materials related to any of the items listed above; and

1.3.6to any information, data, and expertise of any kind related to the Business Opportunities
and/or investors that the Receiving Party obtains, receives, or to which it has access as a result of
any discussions or dealings (whether before or after the Effective Date) from the Disclosing
Party;

1.4. "Company Group" means each Party and each company in which a Party has a shareholding or
interest, directly or indirectly, of 50% or more or has the right to exercise, directly or indirectly 50% or
more of the voting rights;

1.5. "Effective Date" means the date on which the Disclosing Party first furnished the Receiving Party
with Confidential Information.

1.6. "Disclosing Party" means the Party or Parties which at any given time has/have disclosed
Confidential Information to the other Party.

1.7. "Receiving Party" means the Party or Parties which at any given time has/have received
Confidential Information from the other Party.

2. Subject to clause 11, this Agreement shall commence on the Effective Date and shall remain in full
force and effect unless and until Either Party gives written notice of termination.

3. In respect of any Confidential Information disclosed, furnished or made accessible by the Disclosing
Party to the Receiving Party, the Receiving Party undertakes to the Disclosing Party and undertakes to
procure that any Authorized Person undertakes:

3.1. to keep confidential all Confidential Information disclosed by the Disclosing Party;

3.2. to keep Confidential Information disclosed by the Disclosing Party in a safe and secure place using
reasonable technical and organizational security measures to prevent unauthorized access, destruction,
corruption or loss;

3.3. not to disclose Confidential Information disclosed by the Disclosing Party in whole or in part, nor
to disclose the existence of this agreement, nor to disclose the existence of any Business Opportunity to
any person except to any of its directors, officers, employees or advisers or of any company within the
Disclosing Party's Group or any financial institution where such disclosure is strictly necessary to fulfill
the Purpose;




3.4. to use the Confidential Information disclosed by the Disclosing Party solely in connection with the
Purpose and not for its own benefit or the benefit of any third party;

3.5. not to take any copies or make any summaries or transcripts of the whole or any part of the
Confidential Information save as is necessary and/or appropriate for the Purpose and all such copies,
summaries and transcripts shall be deemed to be Confidential Information;

3.6. to notify the Disclosing Party within three (3) business days if it becomes aware that any
Confidential Information has been disclosed to or is in the possession of any person who is not an
Authorized Person; and

3.7. upon written request from the Disclosing Party and subject to clause 4 and within ten (10) business
days from receipt of such written request, destroy (or return to the Disclosing Party if so directed) all
Confidential Information, whether in printed matter form, on disk or otherwise, which is in the
Receiving Party's or any Authorized Person's possession, custody or control and provide the Disclosing
Party with a written declaration of the Receiving Party confirming that the provisions of this clause
have been fully complied with.

4. In the event of a written request for the return or destruction of Confidential Information under
clause 3.7, the Receiving Party may retain such Confidential Information as forms part of the
permanent records which it is bound by law or regulatory requirement to preserve or which the
Receiving Party may reasonably require for archive purposes and the provisions of this Agreement
shall, notwithstanding its termination, continue to apply to all such retained Confidential Information.

5. The Receiving Party shall take no action with respect to the Business Opportunities or in any way
seek to utilize or exploit the Confidential Information received without prior express written
permission from the Disclosing Party. The Receiving Party shall not initiate or solicit any discussions:
(a) with any parties associated with the Business Opportunities or (b) looking toward or contemplating
the Business Opportunities, except through the Disclosing Party. At no time shall the Receiving Party
attempt in any manner or agree in any manner to deal directly concerning the Business Opportunities
or with any parties associated with the Business Opportunities or to circumvent the Disclosing Party to
gain access to or deal directly with the Business Opportunities or any parties associated with the
Business Opportunities, or otherwise to exploit the Disclosing Party's relationships to gain access to or
to deal directly with the Business Opportunities or any parties associated with the Business
Opportunities, or to attempt in any way to gain direct or indirect contact with the Business
Opportunities or any parties associated with the Business Opportunities, without prior express written
permission from the Disclosing Party.

6. Each Party undertakes to the other to make all of its Authorized Persons aware of the confidential
nature of the Confidential Information disclosed by the Disclosing Party and the provisions of this
Agreement and to take all such steps as shall from time to time be necessary to ensure compliance by its
Authorized Persons with the provisions of this Agreement.

7. The Receiving Party shall remain liable for any disclosure of Confidential Information by any
Authorized Person of the Receiving Party as if it had made such disclosure itself. The Receiving Party
shall, if requested in writing by the Disclosing Party, do all acts and execute all reasonable documents
to prevent any loss, misuse or unauthorized disclosure of the Confidential Information or any part of it
by any of its Authorized Persons.

8. The provisions of this Agreement shall not apply to any Confidential Information which:

8.1. is or becomes public knowledge other than by breach of this Agreement;

8.2. is in the possession of the Receiving Party without restriction in relation to disclosure before the
date of receipt from the Disclosing Party;



8.3. is received from a third party who lawfully acquired it and who is under no obligation restricting
its disclosure; or

8.4. is independently developed without access to any Confidential Information disclosed by the
Disclosing Party.

9. The provisions of this Agreement shall not apply so as to prevent disclosure of Confidential
Information by the Receiving Party where and to the extent that such disclosure is required to be
made:
9.1. by virtue of the regulations of any applicable stock exchange;

9.2. by any court or governmental, administrative or other authority competent to require the same; or

9.3. by any applicable law, legislation or regulation

provided that the Receiving Party gives the Disclosing Party reasonable notice prior to such
disclosure to allow the Disclosing Party a reasonable opportunity to seek a protective order or to
otherwise perform remedial measures.

10. Neither Party shall use (and each Party shall procure that an Authorized Person shall not use) the
name, trademarks (registered and unregistered), service marks, logos and/or brands of the other Party
in any advertisement, publicity campaign or other public disclosure not permitted by this Agreement
without the prior written consent of the other Party.

11. The term of this Agreement shall continue from the Execution Date until terminated by mutual
consent of the parties. Notwithstanding the termination of this Agreement, the obligations of the
Receiving Party concerning confidentiality shall not terminate.

12. All Confidential Information (and any copies of all or any part of it) shall be deemed to be and shall
remain the property of the Disclosing Party.

13. The Disclosing Party makes no representations or warranties as to the accuracy or completeness of
the Confidential Information disclosed. None of the Confidential Information disclosed by a Party
constitutes any representation, warranty, assurance, guarantee or inducement by such Party to the
other Party with respect to information divulged.

14 Each of the Parties shall not assign, convey or otherwise transfer its rights or obligations under this
Agreement without the prior written consent of the other Party.

15. This Agreement shall be governed by and construed in accordance with Philippine law. Each Party
irrevocably agrees to submit to the exclusive jurisdiction of the courts of Manila, Philippines over any
claim or matter arising under or in connection with this Agreement or the legal relationships
established by this Agreement.

16. The failure of any party to insist upon a strict performance or compliance of any of the terms,
conditions and covenants under this Agreement shall not be deemed a relinquishment or waiver of any
right or remedy that either Party may have, nor shall it be construed as a waiver of any subsequent
breach or default of the terms, conditions or covenants under the Agreement. Unless otherwise
provided herein, a waiver of any right arising under the Agreement or the applicable law shall be
deemed to be effective if expressed in writing and approved by both Parties.

17. The invalidation of any of the terms, conditions, stipulations, covenants, restrictions, or any part of
the Agreement by a final judgment of any court or quasi-judicial body, shall not affect the other
provisions of the Agreement.

18.This Agreement shall become effective upon execution of thereof, and the same shall be binding
upon the assigns, representatives, agents, and/or successors-in-interest of both Parties




IN WITNESS WHEREOF, the Parties or persons duly authorized on their behalf have
executed this Agreement the day and year before written.

_________________________________ ______________________________
By: By:


_________________________________ _____________________________
Name: EDGIMAR H. LINING CHERYL MAY U. CHUA
Title: President & General Manager Central Purchasing Unit Head,
Linergy Construction Corp. LFUG-GOC



ACKNOWLEDGMENT


REPUBLIC OF THE PHILIPPINES )
SS
BEFORE ME, a Notary Public for and in Quezon City , this 26
th
February 2014,
personally appeared the following:

NAME Valid I.D. ISSUED ON/AT
By:


Edgimar H. Lining SSS # 03-9439921-0 Quezon City

__________________________ ___________ _______________
By:
CHERYL MAY U. CHUA

Known to me and to me known to be the same persons who executed the foregoing instrument and
acknowledged to me that the same is their free and voluntary act and deed and of the corporations herein
represented.

This Acknowledgement refers to a Non-Disclosure Agreement consisting of five (5) pages including this page
wherein the acknowledgment is written duly assigned by both parties and their instrumental witnesses.

WITNESS MY HAND AND SEAL on the date and place first above written.

NOTARY PUBLIC
Doc. No. _________
Page No. _________
Book No. _________
Series of 201___.