J.A.B. Bulao & Associates

LETTER-AGREEMENT RE NON-DISCLOSURE

___ date _______

MS. XYZ

___________________

___________________

                                             Subject:    Non-Disclosure Agreement

Dear Ms. XYZ:

As you perform due diligence on the possible acquisition of _________________, you will have access to and be entrusted with trade secrets and information which is confidential and proprietary to ________________________. This information includes data, concepts and ideas developed and researched at considerable expense and time by _____________________, as well as information regarding the business, methods, technology, clients, customers, and finances of _________________________. You will also have access to and be entrusted with trade secrets and information furnished to _________________________ by its clients, customer, and/or business associates which is of confidential nature and in respect of which ___________________________ has an obligation to keep confidential.

Both during and after the period of performing due diligence:

(1)              You will keep any and all such information confidential and secret; You will not divulge or suggest to any person whatsoever any and all such confidential information;

(2)              You will use your best endeavors to prevent the publication or disclosure of any and all such confidential information.

If you agree to the terms above,  please affix your signature below.

Sincerely,

ABC

          Conforme:

____________________________

XYZ

NON-CIRCUMVENTION

AND NON-DISCLOSURE AGREEMENT

Entered into by and between:

____________________________________, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with office address at _______ _________________________, Philippines,  represented in this act by its  __________________, hereinafter referred to as the “FIRST PARTY”.

– and –

____________________________________, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with office address at _______ _________________________, Philippines,  represented in this act by its  __________________, hereinafter referred to as the “SECOND PARTY”.

Witnesseth: that –

WHEREAS, the parties desire to enter into a working business relationship involving the __________________________________________________,  to the mutual and common benefits of the parties;

WHEREAS, the parties agree to disclose information or contacts to each other and bind themselves to keep these information or contacts confidential and enjoin or prohibit each other from doing business with any and all contacts disclosed by any of the parties to the other without the express consent of the other party;

NOW THEREFORE for and in consideration of the foregoing premises and the covenants herein contained the parties agree as follows:

The FIRST PARTY shall provide or disclose to the SECOND PARTY all information about  their company, including information about their capitalization, stockholders, affiliates, subsidiaries and other associated entities;

The SECOND PARTY  shall also provide or disclose to the FIRST  PARTY all information about  their company, including information about their capitalization, stockholders, affiliates, subsidiaries and other associated entities;

The parties will not in any manner solicit nor accept any business in any manner from any entity disclosed to or made available to the other without the express written authorization of the party who introduce such entity or provide information about said entity;

The parties will maintain complete confidentiality regarding all information disclosed to each other and will not disclose said information to any third party without the express written permission of the party who made available the source;

The information to be kept confidential shall include names, addresses, email addresses, telephone and telefax or telex numbers of contacts disclosed by one party to the other. The parties recognize such contacts as the exclusive property of the respective parties and that they will not enter into any direct negotiations or transactions with such contacts revealed by the other party unless there is written permission of the party who made available the information.

The parties hereby agree that this AGREEMENT shall form part and parcel of a   Lease and Service Agreement that the parties intend to execute.

In the event of circumvention  of this Agreement by either party, directly or indirectly, the circumvented party shall be entitled to a compensation equivalent to the share of the circumventing party in the Lease and Service Agreement plus any and all expenses, including but not limited to all legal costs and expenses incurred.

This agreement is valid for any and all transactions between the parties herein and shall be governed by the applicable arbitration law and procedures.

All signatories hereto acknowledge that they have read the foregoing AGREEMENT and that they have full and complete authority to execute this AGREEMENT for and in the name of the party they represent.

The duration of this AGREEMENT shall be for five years from date hereof.

IN WITNESS WHEREOF, the parties hereunto affix their signatures this __________________ at Makati City,  Philippines.

____________________________________          __________________________________

First Party                                                   Second Party

By:                                                              By:

_______________________                                        _________________________

SIGNED IN THE PRESENCE OF:

_____________________            _____________________

ACKNOWLEDGMENT

Republic of the Philippines)

Makati City                        ) SS.

BEFORE ME, a Notary Public in and for Makati City, Philippines, this ___________________ personally appeared:

Name:                                      Res. Cert. No.      Date/Place Issued

________________________          _______________     _____________________

________________________          _______________     _____________________

________________________          _______________     _____________________

known to me to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their free and voluntary act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the date and at the place first above written.

Doc. No. _______;

Page No. _______;

Book No. ______;

Series of _________.

For advice on above subject, you may contact J.A.B. Bulao & Associates at jabblaw@yahoo.com or send a message to  Cell No. 09155205254.

REPUBLIC OF THE PHILIPPINES)

_______________________________  ) SS.

JOINT AFFIDAVIT OF SUPPORT AND CONSENT

We, ______________________ and ________________________, both of legal age, and residents sworn, hereby depose and state, that:

1.       We are the parents of __________________________ born on _____________ in the City/Municipality of _________________, Philippines;

2.       We are applying for tourist visa for our said child/children with the Embassy of _________________;

3.       We have more than sufficient income derived from business/employment of both/either of us, more or less in the amount of P_______________ monthly, hence we are assuring the government of the Republic of the Philippines, that we are more than financially capable of defraying his/her/their expenses of said travel and capable of giving support to our said child/children during their/his/her stay in the country where he intend to go;

4.       We hereby give our full consent and authority to our said child/children to travel to said country freely and voluntarily and we guarantee that he/she/they shall not become a public charge and/or burden to said country or become a liability/liabilities to the Philippine government;

5.       We are executing this Joint-Affidavit of Support and Consent in order to attest to the truth of the foregoing and circumstances and in order to show compliance with the requirements of the Department of Foreign Affairs prior to issuance of tourist visa.  

IN WITNESS WHEREOF, I hereunto affix my signature this ___________ at Makati City.

____________________                                   ______________________

                    Affiant                                                           Affiant

          CTC No.  ___________                                   CTC No.   ___________

          Issued on  __________                                  Issued on  ___________

          Issued at   __________                                  Issued at   ___________

SUBSCRIBED AND SWORN to before me this ______________ at Makati City, Affiant exhibiting to me their Community Tax Certificate appearing below their names.

Doc. No. _____;

Page No. _____;

Book No. _____;

Series of _________.

For advice on above subject, you may contact J.A.B. Bulao & Associates at jabblaw@yahoo.com or send a message to  Cell No. 09155205254.