29 Flr. Pacific Star Bldg. Sen. Gil J. Puyat Cor. Makati Ave.

el-air, Makati City, Philippines 1209

NON-DISCLOSURE & NON-COMPETE AGREEMENT

This Non-Disclosure and Non-Compete Agreement (“Agreement”) with Food Panda

Philippines Inc. (the “Company”) forms an intrinsic and indispensable part of your
employment agreement/contract. By adhering to this Agreement, you agree to faithfully
comply with and abide by the terms and conditions set forth below.

NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

1. You acknowledge that the Company owns, possesses or controls certain trade
secrets , and propriety and confidential information acquired through the
expenditure of time, effort and money, of a technical, financial and business
nature relating to the operation of a business of a food delivery service and its
other functions and purposes such as, but not limited to, plans, programs,
vouchers, receipts, financial statements, corporate registration documents,
manuals, books, CD’s, computer hardware and software, trade secrets, markets
reports, customer investigations, customer lists and other similar documents,
agreements or materials relating to the operation of a business of a food
delivery service and other information of a highly confidential nature (hereinafter
collectively and individually described as the “Information”), and that during the
course of your employment you will learn, have access to, possession and
control of this information.

2. You further acknowledge that this information along with records, files,
programs, systems that you will obtain while in service are confidential, propriety
and exclusive to the Company, its affiliates and clients, and that all rights, tittle
and interest in and to this Information shall remain the exclusive property of the
Company and shall be held in trust by you for the Company.

3. You shall use all reasonable efforts to protect the Company’s interest in the
Information and keep it confidential, using a standard of care no less than the
degree of care that you would be reasonably expected to employ for your own
similar confidential information. In particular, you shall not copy, reproduce in
any form or store in a retrieval system or database, neither shall you directly or
indirectly disclose, allow access to, transmit or transfer the Information to a third
party without the Company’s prior written consent. You shall only disclose the
Information to those persons who have been approved by the Company to
receive the Information. You shall be responsible for taking the appropriate steps
to select and secure password your password. A poorly chosen password may
compromise corporate network security. All passwords are to be treated as
sensitive, confidential information.

4. When requested by the Company, you shall:

(a) immediately return and surrender the Information and all copies thereof in
any and form whatsoever in your possession or control to the Company and
delete the Information from all retrieval systems and databases; or

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 29 Flr. Pacific Star Bldg. Sen. Gil J. Puyat Cor. Makati Ave.
el-air, Makati City, Philippines 1209
(b) promptly provide a list containing the full name and address of any person
having access to or copies of the information and the reason such access is
necessary.

5. You agree and understand that due to the valuable and propriety nature of the
Information, your obligations on non-disclosure in this Agreement shall continue
perpetually and in effect in any territory or jurisdiction, whether or not you remain
to be under the employ or under contract with the Company. In the event that
this paragraph is declared by final judgement to be void or unenforceable by a
court of competent jurisdiction, you nevertheless agree that your obligations on
non-disclosure under this Agreement shall continue for a period of ten (10) years
form the time the Information is disclosed, and in effect within Metro Manila, and
any and all places where the Company conducts business.

You agree that, as an employee, you will be handling confidential information of

the Company from any and all claims, damages, losses, expenses, costs and all
forms of liability, resulting from your violation of any provisions of this
Agreement.

NON-COMPETITION

6. You acknowledge that during the course of your employment, you will acquire
considerable knowledge about and expertise in, certain areas of the Company’s
business and that you will have knowledge of, and contact with, customers and
suppliers of the Company, its affiliates, and its clients; and that you may well be
able to utilize such knowledge and expertise, following termination of your
service with the Company, to the serious detriment of the latter, in the event that
you should solicit business from customers of the Company, its affiliates or its
direct or indirect Competitors.

7. Accordingly, you agree that during the period of your employment and for a
period of one (1) year after the termination of your employment with the
Company for whatever cause, you will not in any way be engaged in, associated
with or involved in, directly or indirectly, nor give or render services as an
employee or consultant to, nor invest or acquire any interest in, any firm,
corporation or other business organization, within Metro Manila and any and all
places where the Company conducts its business, a substantial portion of the
business of which is the same as, related to, or complimentary to the business
of the Company, its affiliates or subsidiaries, whether now or hereafter operated
by the Company.

8. You further agree that while employed with the Company, and for a period of
one (1) year after the effectivity of your separation from the Company for
whatever cause, you shall not directly or indirectly recruit, solicit, induce or
attempt to induce any employee or consultant of the Company, to discontinue
his or her employment or consultancy relationship with the Company.

9. You acknowledge that all restrictions in this section are reasonable under the
circumstances, and accordingly, hereby waive all objections and defenses to the
validity or enforcement thereof by the Company.
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 29 Flr. Pacific Star Bldg. Sen. Gil J. Puyat Cor. Makati Ave.
el-air, Makati City, Philippines 1209

COMMON PROVISIONS

10. You further agree that you shall indemnify and save harmless the Company from
any and all claims, damages, losses, expenses, costs and all forms of liability,
resulting from your violation of any provisions of this agreement.

11. You further acknowledge that the Company shall suffer irreparable damage if ay
provision of this Agreement is breached or violated. Accordingly, you agree that
the Company shall be entitled to seek and obtain an injunction restraining such
breach or violation, or such threatened breach or violation in addition to any
other remedy available to it under law the law. You further agree to pay the
Company liquidated damages in an amount not less than Five Hundred
Thousand Pesos (Php500,000.00), for your failure to comply with any provision
of this Agreement on non-disclosure of confidential information, and/or not less
than Five Hundred Thousand Pesos (Php500,000.00), for your failure to comply
with any provision of this Agreement on non-competition, without the prejudice
to other remedies available to the Company under the law.

12. You understand that the Company may suspend or terminate your employment,
should you violate any provision of this Agreement.

13. The Agreement is the entire Agreement between the Employee and the
Company relating to the subject matter hereof and stands in the place of any
previous agreement, whether oral or in writing. The employee agrees that no
amendment to this Agreement shall be binding upon the parties unless it is in
writing and executed by both parties.

14. In the event that any provisions of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions shall
remain in full force and effect and the Employee hereby confers upon such court
the power to replace such void or invalid provisions with such other enforceable
and valid provisions as shall be as near as may be to the original form and
effect.

You acknowledge that you have read and understood the above terms and conditions of
this Agreement. In order to confirm your full understanding and acceptance of the above
terms and conditions, please sign and return this agreement.

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 29 Flr. Pacific Star Bldg. Sen. Gil J. Puyat Cor. Makati Ave.
el-air, Makati City, Philippines 1209

Yours sincerely,

FOOD PANDA PHILIPPINES INC.

Prepared by:

Joan Clavel
HR Senior Manager

Approved by:

Iacopo Rovere
CEO

Agreed and conformed by:

(Signature over Printed Name)

EMPLOYEE

Date: _______________________

Signed this ___ day of _____________, 20____.

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