MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Confidentiality and Non-Disclosure Agreement ("the Agreement"), made and entered
into on this ____ day of ________ 2018, by and between:

EXPRESSPAY INC., a private corporation duly organized and existing in accordance with
Philippine laws, with principal office address at 7F Jafer Place Building, #19 Eisenhower St.,
Greenhills, San Juan, Metro Manila, Philippines, represented herein by its President, David S.
Mascenon.

- and -

_________________________, a corporation duly organized and existing in accordance with

Philippine laws, with principal office address at ___________________________________________
__________________________________, represented herein by its ____________________,
__________________________.

The parties are referred to herein, individually, as “Party”, “Disclosing Party” or “Recipient” (as the
case may be), and collectively as “Parties”. The terms “Party”, “Parties”, “Disclosing Party” and
“Recipient” shall include without limitation its permitted assigns and successors.

WITNESSETH: That -

WHEREAS, the ___________________________, Inc. is engaged in, among others, the

business of financial services;

WHEREAS, Expresspay Inc. agreed to discuss/negotiate with ____________________

preparatory to entering into a tie-up agreement;

WHEREAS, in the process of such engagement, the Parties will impart some relevant
confidential information to the other Party;

NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereto
hereby agree as follows:

1. Definitions

For the purpose of this Agreement, "Confidential Information" shall mean (i) all
information disclosed in tangible form by either Party or which the Receiving Party becomes aware
of during its dealings with the other Party, and (ii) all information disclosed orally or otherwise in
intangible form by either Party which the other Party otherwise becomes aware of during their
dealings with each other, whether or not the information was referred, identified, or stated as
confidential or proprietary either at the time of disclosure or subsequently, and includes, but is not
in any manner limited to (whether or not reduced in writing): discoveries, ideas, concepts, software
in various stages of development, designs, drawings, specifications, techniques, models, data,
source code, object code, documentation, manuals, systems, diagrams, flow charts, research,
development, processes, procedures, "know-how", marketing techniques and materials, marketing
and development plans, customer names and other information related to customer, price lists,
pricing policies and financial information, and any other information which either obtains from the
Disclosing Party.

New discoveries, ideas or works of diversity in whole or in part, conceived or made by the
Receiving Party during the term of this Agreement but which were made through the use of the
Confidential Information shall belong exclusively to the Disclosing Party and shall be considered part
of the Confidential Information whether or not fixed in a tangible medium of expression.

2. Purpose

The Receiving Party shall use the Confidential Information only for the purpose of fulfilling
its commitments/obligations under any agreement the Parties entered into or which the Parties may
enter into in connection with the fulfillment of the delivery of the agreed service.

3. Confidentiality Obligation

Both Parties hereby agree to protect the Confidential Information by using, at all times, the
highest degree of care possible to prevent the unauthorized use, dissemination or publication of the
Confidential Information, which level of care shall, at the very least, be the same degree of care as
each Party uses to protect its own confidential or proprietary information. Either Party shall limit the
use of and access to the other Party’s Confidential Information to its employees or independent
contractors who need to know such Confidential Information for the purpose set forth in Section 2
above, and only to such extent, which employees and independent contractors shall have already
entered into binding obligations of confidentiality with the Receiving Party substantially similar to the
obligations set forth herein to protect the Confidential Information.

Except to the benefit of the Disclosing Party, and, at all times, with the prior written and signed
consent of the proper and duly authorized officer of the Disclosing Party, not effect the recording,
photographing, duplication, copying or in any manner reproduction of such Confidential Information
and, in any event, properly secure such copies from any third party and return the same
immediately upon the expiration or termination of this Agreement or immediately upon the
Disclosing Party’s request.

4. Term

The Parties’ obligations to protect Confidential Information hereunder shall expire five (5)
years from the date of this Agreement.

5. Exclusions

Confidential Information as defined in Section 1 above shall not include information that: (i)
is or becomes a matter of public knowledge through no fault, negligence, act or omission of either
Party; (ii) came to either Party’s possession or known by it prior to receipt from or dealings with the
other Party, in both cases, through fair or legal means; (iii) is independently developed by either
Party without access to or the use of the Confidential Information; or (v) is required to be disclosed
pursuant to any statutory or regulatory authority or court order, provided that the Disclosing Party is
given prompt written notice of such requirement prior to disclosure and the scope of the disclosure
is limited to the extent required.

6. Return of Confidential Information

Upon request of either Party at anytime, the other Party shall: (i) turn over to the
Requesting Party all Confidential Information, all documents or media containing such Confidential
Information, and any and all copies or extracts thereof; or, with the Requesting Party’s written and
duly signed instruction, (ii) destroy the Confidential Information, and any and all copies or extracts
thereof, and provide the Requesting Party with a duly sworn certification of such destruction signed
by an authorized representative of the other Party.

7. Equitable Relief

The Parties acknowledge and agree that due to the unique nature of Confidential
Information, there may be no adequate relief at law for any breach of its obligations hereunder. The
Parties further agree that any such breach may allow the Offending Party or any third party to
unfairly compete with the Disclosing Party resulting in irreparable harm to the latter Party, hence,
upon any such breach or any threat thereof, the Injured Party shall be entitled to seek appropriate
equitable relief in addition to whatever remedy the law provides. Either Party shall notify the other
Party in writing, immediately upon the occurrence of any such unauthorized release of Confidential
Information or other breach of this Agreement.

8. Ownership/Use of Confidential Information

The Parties hereby expressly acknowledge that the Confidential Information is proprietary
to and belongs in ownership to the Disclosing Party. Hence, the Receiving Party may not use the
same for any purpose whatsoever without the prior written and signed consent of the Disclosing
Party’s duly authorized officer, except to the extent allowed under this Agreement.

9. General

This Agreement supersedes all prior discussions and writings with respect to the subject
matter hereof, and constitutes the entire agreement of the Parties with respect to the same subject
matter. No waiver or modification of this Agreement shall be binding upon either Party unless made
in writing and signed by a duly authorized representative of each Party and no failure or delay in
enforcing any right hereunder will be deemed a waiver thereof. In the event that any provision of
this Agreement shall be held by a court or tribunal of competent jurisdiction to be unenforceable or
invalid, the remaining portions hereof shall remain in full force and effect. This Agreement shall be
governed by the laws of the Republic of the Philippines without regard to the conflicts of laws
provisions thereof, and each Party irrevocably submits to the jurisdiction and venue of the proper
courts in San Juan, Philippines, to the exclusion of all other courts, venues and jurisdictions. This
Agreement shall be binding upon and inure to the benefits of the Parties, their respective
successors-in-interest and assigns. The Parties hereby represent to the other Party that its execution
and delivery of this Agreement as well as its signatory hereto have been authorized by proper
corporate act and shall not contravene its Articles of Incorporation and By-laws and any existing
provision of law, government rule or regulation.
 10. Breach of Confidentiality Obligations

Any breach on the part of either Party of its confidentiality obligations under this Agreement shall
warrant the immediate payment in favor of the other Party of Five Million Philippine Pesos (PHP
5,000,000.00) for each instance or commission of breach by way of liquidated damages. Payment
shall be made within five (5) calendar days after receipt of a written demand therefore made by or
on behalf of the Injured Party. Actual receipt by the Offending Party of such written demand will be
conclusively deemed properly accomplished by the Injured Party mailing the same to the Offending
Party’s address as set forth above, or, in the alternative, sending such notice by electronic mail to
the Offending Party. It is hereby expressly agreed upon and understood that the payment by the
Offending Party of any amount as liquidated damages pursuant to this Agreement shall be in
addition and without prejudice to any and all possible liability (for any manner of damages) it may or
will incur in law and in equity. Neither shall the receipt by the Injured Party of such liquidated
damages prejudice, preclude or diminish any other right, remedy, relief, amount, compensation or
course of action available to the Injured Party under the law and equity.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their duly
authorized representatives on the date and place first above written.

EXPRESSPAY, INC. _____________________

DAVID S. MASCENON _____________________

President

SIGNED IN THE PRESENCE OF:

___________________________ _____________________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

Makati City ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, on this ______ day of
_______________________, personally appeared the following:

NAME ID NO. DATE/PLACE ISSUED

David S. Mascenon X01-12-002460 LTO N15

_______________________ _________________ _______________

All known to me and to me known 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 as well as that
of the corporations herein represented.

This instrument refers to a Confidentiality and Non-Disclosure Agreement consisting of five

(5) pages including this page whereon the acknowledgment is written, signed by the parties and
their witnesses on each and every page thereof and hereof.

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

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2018.