CONFIDENTIALITY AGREEMENT

Date : 4 May 2017

BETWEEN

ATALIAN Asia Holdings –Hong Kong

("ATALIAN" as Receiving Party)

AND

_________________________
(“___________________” as Disclosing Party)

(Together as the "Parties")

WHEREAS:

The Parties wish to enter into discussions regarding the interests of ATALIAN for the
acquisition of the company ____________________________ registered in The Philippines

Within the scope of evaluating the business of __________________________________ with

a view to the acquisition of those businesses, ____________________________________will
be required to disclose certain proprietary and/or confidential information and accordingly, the
Parties wish to agree a procedure governing the disclosure, use and protection of such
proprietary and/or confidential information.

NOW THEREFORE, the Parties agree as follows:

1. DEFINITIONS

In this Agreement the following words shall have the meaning ascribed to them, unless the
context otherwise requires:

“Confidential Information" means all proprietary and/or confidential information in any

and all mediums disclosed by one Party (the “Disclosing Party”) to the other Party (the
“Receiving Party”) in connection with the Purpose disclosed on or after the Effective Date
of this Agreement, including, without limitation, data, technology, know-how, inventions,
discoveries, designs, processes, formulations, models, equipment, algorithms, software
programs, interfaces, documents, specifications, information concerning research and
development work, and/or trade and business secrets, current, planned or proposed

1
 products, marketing and business plans, forecasts, projections and analyses, financial
information and prices, and customer information.

"Affiliate" of a Party means a company or entity which controls, is controlled by, or is

under common control with such Party, and "control" means the power to determine the
management and policies of such company or entity, directly or indirectly, through: (i)
the ownership of a majority of the voting rights of its share capital, or (ii) the right to
appoint a majority of the members of its board of directors (or body performing a similar
function), or (iii) by agreement, or otherwise.

2. NO LICENSE

2.1 This Agreement does not confer or grant any intellectual or industrial property rights or
license in the Confidential Information to the Receiving Party or its employees,
directors, contractors or Affiliates , either directly or by implication, or otherwise.

2.2 Each Party shall determine in its sole discretion what Confidential Information it shall
disclose to the other Party(ies).

3. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.

3.1. The Receiving Party agrees that it will not copy and/or use the Confidential Information
except for the Purpose. The Receiving Party agrees that it shall hold all Confidential
Information in confidence and shall take all reasonable steps to safeguard the
Confidential Information including, without limitation, those steps that it takes to
protect its own valuable proprietary and confidential information.

3.2. The Receiving Party shall not disclose or otherwise provide any Confidential Information
to any third party without the prior written consent of the Disclosing Party, except:
(a) to its employees and directors who have a "need to know" for the Purpose and who
are bound by confidentiality obligations consistent with this Agreement and prohibiting
further disclosure of the Confidential Information;
(b) to its Affiliates, on a "need to know" basis and on the condition that the Affiliate
agrees to comply with the terms of this Agreement as if it were named as a party hereto
and uses the Confidential Information only for the Purpose; or
(c) to public authorities where required by applicable law or regulation.
The Receiving Party may disclose or otherwise provide any Confidential Information,
for the Purpose of an in–depth examination of the commercial, financial, tax, legal and
other issues of the Discloser Party (hereinafter “Due diligence), to its banks and its legal
and financial advisers and auditors in full respect of this Agreement.

3.3 If the Receiving Party is required to disclose any of the Disclosing Party's Confidential
Information pursuant to a court order or demand of a statutory authority, the Receiving
Party shall notify the Disclosing Party before complying with any such requirement,
and at the request and expense of the Disclosing Party, use reasonable efforts to limit
such disclosure including the application of protective orders or other appropriate
measures.

2
4 EXCLUSION

Confidential Information shall not include any data or information which:

(a) was previously known to the receiving Party free of any obligation to keep it
confidential;
(b) is distributed to third parties by the disclosing Party without restriction;
(c) is or becomes publicly available, by other than unauthorized disclosure by the
receiving Party;
(d) is independently developed by the receiving Party, provided that the receiving Party
can demonstrate the same; or
(e) is received rightfully and without confidential limitation by the receiving Party from
a third party;

5 RETURN OF MATERIALS

Upon the termination of this Agreement or at the written request of the Disclosing Party,
the Receiving Party shall return to the Disclosing Party all Confidential Information (i)
in tangible form in its possession and authorized copies thereof, and/or (ii) delete such
Confidential Information from all computer files and storage media, subject to the
Disclosing Party’s written instructions.

6 NO REPRESENTATION;

6.1 The Disclosing Party represents that it has the right to make the disclosures made under
this Agreement.

6.2 Nothing in this Agreement shall preclude a Party from making, using, marketing,
licensing or selling any independently developed technology, product or material,
whether similar or related to the Confidential Information disclosed under this
Agreement, provided the Party has not done so in breach of this Agreement.

7 TERM AND TERMINATION

This Agreement shall come into force on the Effective Date when signed by all the
Parties and shall terminate two (2) years from such date. Any Party may however
terminate this Agreement upon 30 days prior written notice. The Receiving Party’s
obligations with regard to Confidential Information shall survive for a period of five (5)
years from the date of termination of this Agreement.

3
8 GOVERNING LAW / SETTLEMENT OF DISPUTES

(a) This Agreement shall be governed by and construed in accordance with the laws of
the Philippines

(b) All disputes, controversies or claims between the Parties arising out of or in
connection with this Agreement (including its existence, validity or termination), which
the Parties cannot resolve amicably, shall be finally submitted to the exclusive
jurisdiction of the Commercial Court of Manila

9 MISCELLANEOUS

9.1 The relationship between the Parties is that of independent contractors. This Agreement
does not evidence or create an agency, partnership or similar relationship between the
Parties. Neither Party hereby acquires any rights to use in advertising, publicity or other
marketing or manufacturing activities any name, trade name, trademark, service mark
or other designation of the other Party(ies).

9.2 In the event of the invalidity of any provision of this Agreement, the Parties agree that
such invalidity shall not affect the validity of the remaining portions of this Agreement,
and further agree to substitute for such invalid provision a valid provision which most
closely approximates the intent and economic effect of the invalid provision.

9.3 This Agreement may not be assigned by any Party without the prior written consent of
the other Parties. The Receiving Party shall inform the Disclosing Party in the event of
any material change in ownership of or rights to its shares which affect the management
or control of the Receiving Party.

9.4 No delay or failure in exercising any right, power or remedy under this Agreement shall
operate as a waiver. Any express waiver of any breach of this Agreement shall not be
deemed to be a waiver of any subsequent breach. Any single or partial exercise of any
right power or remedy under this Agreement shall not prevent any further or other
exercise of such right power or remedy, or the exercise of any other right power or
remedy.

9.5. This Agreement is the complete and exclusive statement of the agreement between the
Parties, and supersedes all prior written and oral communications and agreements
relating to the Purpose. This Agreement may only be modified by a written agreement
signed by persons duly authorized to sign agreements on behalf of the Parties.

9.6. This Agreement does not carry any other obligation for any of its parties. Namely it does not
give rise to an obligation or claim to enter into a transaction or any other contract or agreement
that would give rise to an obligation for any of the Parties.

4
IN WITNESS WHEREOF, each Party hereto has executed this Agreement in two (2)
counterparts by a duly authorized representative.

Date:

For and on behalf of _______________ For and on behalf of ATALIAN

Bruno Moussey
Director