Globe Telecom Inc.

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Mutual Confidentiality and Non-Disclosure Agreement (the “Agreement”) is b. prior to disclosure hereunder, is properly within the
entered into by Globe Telecom, Inc. and the Second Party named hereunder, legitimate possession of the Receiving Party, which fact
who agree as follows: can be proven or verified by independent evidence; or
c. subsequent to disclosure hereunder, is lawfully received
A. FIRST PARTY from a third party having rights therein without restriction on
the third party's or the Receiving Party's rights to
GLOBE TELECOM, INC., a corporation duly organized and existing under the disseminate the information and without notice of any
laws of the Republic of the Philippines, with main office at The Globe Tower, 32nd restriction against its further disclosure; or
Street corner 7th Avenue, Bonifacio Global City, 1643 Taguig City, Metro Manila
d. is independently developed by the Receiving Party through
B. SECOND PARTY persons who have not had, either directly or indirectly,
access to or knowledge of such information which can be
verified by independent evidence; or

e. is disclosed with the written approval of the other party or

, a sole proprietorship/partnership/corporation duly organized and existing under after the applicable period of confidentiality pursuant to
and by virtue of the laws of with office address at Article 3 has expired.

C. Description of Potential Transaction ARTICLE 3 DURATION OF THIS AGREEMENT

This Agreement is intended to cover Confidential Information received by

Receiving Party, both prior to and subsequent to the execution of this
Agreement and shall be valid for the term stated in Clause D.

ARTICLE 4 RESTRICTIONS ON USE: NO GRANT OF RIGHTS

D. Term Each party agrees to use the Confidential Information received from the
other party only for the purpose of the Potential Transaction in Clause C
This Agreement shall expire either five (5) years from the date hereof or upon the
termination of the evaluation or pursuit of the Potential Transaction, whichever The Receiving Party agrees, for itself, its subsidiaries, and affiliates, and its
occurs later; provided, however, that the Receiving Party's obligations with and their respective directors, employees, agents, consultants, successors,
respect to the Confidential Information shall survive for five (5) years following and assigns, to:
the date of such termination of this Agreement.
a. hold all Confidential Information (regardless of whether it is specifically
E. Contract marked confidential or not) in strict confidence;

This Agreement and Terms and Conditions stated below constitute the entire b. transmit the Confidential Information only to its respective agents,
agreement of the parties and shall govern their relationship. consultants, and employees on a need-to-know basis and after each
one of them has agreed to be bound by the terms and conditions of
this Agreement and not to disclose the same except as provided
TERMS AND CONDITIONS herein;

ARTICLE 1 CONFIDENTIAL INFORMATION c. not to directly or indirectly use, copy, digest, or summarize any
Confidential Information except as provided in this Agreement, and
All communications or data, in any form, whether tangible or intangible, which are
disclosed or furnished by any director, officer, employee, agent, or consultant of any d. not to disclose any Confidential Information to any other party without
department or business area of any party hereto, including their affiliates and the prior written consent of the Disclosing Party. The Disclosing Party
subsidiaries, (hereinafter “Disclosing Party”) to the other Party, including their affiliates may grant its consent for the disclosure of the Confidential Information
and subsidiaries, (hereinafter “Receiving Party”) and which are to be protected in its sole discretion and on a case-by-case basis. The Receiving
hereunder against unrestricted disclosure or competitive use by the Receiving Party Party expressly agrees not to use the Confidential Information to gain
shall be deemed to be “Confidential Information”. or attempt to gain a competitive advantage over the Disclosing Party.

As used herein, the term "Confidential Information" shall mean all non-public, If requested by the Disclosing Party, the Receiving Party shall acknowledge
confidential or proprietary information disclosed hereunder, in any tangible or intangible receipt of any Confidential Information by signing receipts, initialing
form, such as but not limited to written, oral, visual, audio, those produced by electronic documents, or any other means that the Disclosing Party may reasonably
media, or through any other means, that is designated as confidential or that by its request.
nature or circumstances surrounding its disclosure, should be reasonably considered
as confidential. The Receiving Party will not permit copies of the Confidential Information to
be made without the express written consent of the Disclosing Party. Copies
Confidential Information shall include, but not be limited to, products or planned shall be deemed confidential and in all respects subject to the terms of this
products, processes and/or procedures, technological achievements and interests, Agreement.
customers and potential customers, business prospects, financial statements and
information, financial situation and corporate plans, internal activities, future plans of No other rights, and particularly no license and no assignment of intellectual
both parties, and other information deemed proprietary or confidential by the Disclosing property right including copyright, patent rights, design rights, trade marks,
Party or any other matter in which the Disclosing Party may have any interest and mask work protection rights are implied or granted under this
whatsoever. Agreement. Neither Party shall make use of the existence of any bilateral
business relationship between them for the purpose of their own
Each Disclosing Party hereby represents and warrants to the Receiving Party that it advertisement.
has lawful rights to provide the Confidential Information.
Confidential Information will be disclosed either: ARTICLE 5 PROPERTY OF DISCLOSING PARTY

a. in writing; All Confidential Information, unless otherwise specified in writing, shall

b. by delivery of items; remain the sole and exclusive property of the Disclosing Party and shall be
c. by initiation of access to Information, such as may be in a database; or used by the Receiving Party only for the purpose intended, except as may
d. by oral or visual presentation. be required by applicable law or legal process.

Confidential Information should be marked with a restrictive legend of the Disclosing The Receiving Party shall not disclose, reproduce, or disseminate such
Party. If Information is not marked with such legend or is disclosed orally, the Confidential Information to anyone, except to those employees and
Information will be identified as confidential at the time of disclosure. Nevertheless, if consultants (including employees and consultants of its parent, subsidiaries
the Information is not clearly marked or no disclosure is made, the Information will be and affiliates) who have a need to know such Confidential Information for the
considered confidential if they they are clearly recognizable as confidential information purpose for which it is disclosed.
to a prudent person with no special knowledge of the Discloser’s industry.
If the Receiving Party is requested by a governmental entity or other third
ARTICLE 2 EXCEPTIONS TO THE SCOPE OF CONFIDENTIAL party to disclose any Confidential Information, it will promptly notify the
INFORMATION Disclosing Party to seek a protective order or take other appropriate action.
The Receiving Party will also cooperate in Disclosing Party's efforts to obtain
The term Confidential Information does not include information which: a protective order or other reasonable assurance that confidential treatment
will be afforded the Information. If in the absence of a protective order and
a. has been or becomes now or in the future published in the public the Receiving Party is compelled as a matter of law to disclose the
domain without breach of this Agreement or breach of a similar Information, based upon the written opinion of the Receiving Party’s counsel
agreement by a third party; or addressed to the Disclosing Party, the Receiving Party may disclose to the
party compelling the disclosure only the part of the Confidential Information
as required by law to be disclosed. The Receiving Party will advise and
consult with the Disclosing Party and its counsel as to such disclosure and

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

November 2018
 MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

the nature and wording of such disclosure and the Receiving Party will use its best The rights and remedies herein expressly provided are cumulative and not
efforts to obtain confidential treatment therefor. exclusive of any rights or remedies, which any of the parties would otherwise
have.
ARTICLE 6 SAFEKEEPING
ARTICLE 12 NO PUBLICITY
The Receiving Party shall use the same care to avoid disclosure or unauthorized use
of the Confidential Information as it uses to protect its own confidential information, but Neither Party hereto shall in any way or in any form disclose, publicize, or
in no event less than reasonable care. It is agreed that: advertise in any manner the discussions that give rise to this Agreement nor
the discussions or negotiations covered by this Agreement without the prior
a. all Confidential Information shall be retained by the Receiving Party in written consent of the other Party.
a secure place with access limited only to the Receiving Party’s
employees or agents who need to know such information for ARTICLE 13 INTERPRETATION AND AMENDMENT
purposes of this Agreement, and
This Agreement constitutes the entire agreement between the parties with
b. Confidential Information will be disclosed only to each party’s respect to the subject matter hereof. It excludes and supersedes everything
respective employees who are involved in the Potential Transaction else which has occurred between the parties whether written or verbal,
and to third party consultants or advisers who have been engaged for including all other communications with respect to the subject matter hereof.
the purpose of discussion of the Potential Transaction, which the The Headings of Clauses shall not affect their interpretation.
Disclosing Party has prior notice of such engagement, provided that
in the event of such disclosure to any third person or entity not This Agreement may not be amended or modified except in writing.
employed or retained by the Receiving Party, the Receiving Party
shall nonetheless remain liable for any unauthorized disclosure by This Agreement shall not be construed in favor or against any party, but shall
such person or entity. be construed equally as to both parties.

It is further agreed that the Receiving Party shall ensure that all of its employees and
consultants (including employees and consultants of its parent, subsidiaries and ARTICLE 14. PERSONAL DATA, DATA PRIVACY AND SECURITY
affiliates) having access to Confidential Information adhere to the terms and conditions
of this Agreement as if they were parties hereto.
In the interests of both Parties, the Disclosing Party agrees not to send the
ARTICLE 7 RETURN OF CONFIDENTIAL INFORMATION Receiving Party any data that can identify an individual (“Personal Data”)
unless both Parties otherwise mutually agree. In such circumstances, the
All Confidential Information, including but not limited to copies, summaries, excerpts, Receiving Party shall each comply with the obligations imposed on the
extracts or other reproduction thereof, shall be returned to the Disclosing Party or Receiving Party by applicable data privacy legislation and these paragraphs.
destroyed after the Receiving Party’s need for it has expired or upon request of the In providing the Receiving Party with Personal Data the Disclosing Party will
Disclosing Party, and in any event, upon termination of this Agreement. be acting as the data controller and the Disclosing Party confirms that it has
complied with relevant laws and obtained all necessary consents for lawful
Further, in any event at any time a Receiving Party ceases to have an active interest in processing, including in connection with any transfers of the Disclosing
the Potential Transaction, it will immediately return to the Disclosing Party all copies of Party’s Personal Data.
written, taped or video Confidential Information in its possession and promise not to
retain any such copies. That portion of Confidential Information which consists of If the Disclosing Party requires to send the Receiving Party any Personal
analysis, compilation, forecasts, studies or other documents prepared by the Receiving Data in order for the Receiving Party to provide our services to the
Party, its consultants, agents or employees will be destroyed immediately upon the Disclosing Party, the Receiving Party agrees to:
Disclosing Party’s request or at the expiration of this Agreement, and any verbal
Confidential Information will continue to be subject to the terms and conditions of this a. only process such Personal Data in accordance with the
Agreement. Disclosing Party’s written instructions and for the sole purpose of
providing the Receiving Party’s services to the Disclosing Party;
ARTICLE 8 NO OBLIGATION TO CONTRACT
b. ensure that we implement and maintain technical and
This Agreement does not constitute a proposal or offer for any specific business organizational measures at a level appropriate to the security of the
whatsoever between the parties, and is only intended to bind the parties to the Disclosing Party’s Personal Data;
confidentiality and limited use of the Confidential Information.
c. notify the Disclosing Party promptly (where permitted under
Nothing in this Agreement shall impose any obligation upon either Party to applicable law) if the Receiving Party receives any request to access
consummate a transaction, to enter into any discussion or negotiations with respect the Disclosing Party’s Personal Data by an individual, regulator or
thereto, or to take any other action not expressly agreed to herein. Neither Party shall government authority, and provide reasonable assistance to the
have any obligation to the other for any such action the other Party may take or refrain Disclosing Party to help the Disclosing Party comply with any such
from taking based on or otherwise attributable to any information (whether or not request;
constituting Confidential Information) furnished to such other Party hereunder.
d. notify the Disclosing Party promptly if the Receiving Party suffers
ARTICLE 9 REMEDY AGAINST DEFAULTING PARTY any incident that may impact the Disclosing Party’s Personal Data;

The parties acknowledge and agree that disclosure, divulgence, or unauthorized use of e. not disclose the Disclosing Party’s Personal Data to any third
the Confidential Information could damage the Disclosing Party and that such party without the Disclosing Party’s prior written consent, save as
Disclosing Party, therefore, has a strong interest in protecting the Confidential required by applicable law or in accordance with this Agreement;
Information by all legal means.
f. upon written request, provide the Disclosing Party with details of
A party violating its obligations under this Agreement shall fully indemnify the other for the Receiving Party’s processing of the Disclosing Party’s Personal
all damages caused by such breach. Moreover, because money damages may not be Data, including the technical and organizational measures the
a sufficient remedy for any breach of the foregoing covenants and agreements, the Receiving Party has employed to protect the Disclosing Party’s
Disclosing Party shall be entitled to specific performance and injunctive and other Personal Data; and
equitable relief as a remedy for any such breach of this Agreement in addition to all
monetary or other remedies available at law or in equity. g. delete the Disclosing Party’s Personal Data at the end of any
engagement.
ARTICLE 10 NO REPRESENTATION OR WARRANTY
The following terms shall be defined as follows:
The Disclosing Party makes no representation or warranty as to the accuracy or
completeness of the Confidential Information and the Receiving Party agrees that the a. “Data Privacy Act of 2012” shall refer collectively to
Disclosing Party and its employees and agents shall have no liability to the Receiving Republic Act (“RA”) No. 10173 of the Philippines, the
Party resulting from any use of the Confidential Information. corresponding Implementing Rules and Regulations (“IRR”) of
RA No. 10173, any amendment to RA No. 10173 or the IRR, and
However, this disclaimer shall, in and of itself, not apply to or limit any specific issuances of the National Privacy Commission of the Philippines.
warranties that the Disclosing Party may expressly give in other agreements between
the Disclosing Party and the Receiving Party. The Receiving Party agrees that it will b. “Data Subject” shall refer to any customer, FIRST
form its own conclusions as to the reliability of any Confidential Information and as to PARTY, employee, agent, supplier or contractor of the FIRST
any conclusions to be drawn therefrom, and will not charge the Disclosing Party with PARTY, or any person from whom the FIRST PARTY obtained
liability for any damages resulting from mistakes, inaccuracies or misinformation or processed Personal Data in the course of its business
contained therein. The Receiving Party understands and acknowledges that the operations.
Disclosing Party does not undertake any obligations to provide any party with access
to any specific or additional information. c. “FIRST PARTY Personal Data” shall refer to Personal
Data that the FIRST PARTY discloses to the SECOND PARTY,
ARTICLE 11 NON-WAIVER; REMEDIES CUMULATIVE or which the SECOND PARTY processes or possesses on
behalf of the FIRST PARTY, or the SECOND PARTY otherwise
Any failure of either party to insist upon the strict performance of any term or condition obtains as a result of or in connection with this Agreement, the
of this Agreement shall not be deemed a waiver of any of the party's rights or Potential Transaction and/or the Supplemental Agreement,if any.
remedies, including the right to insist on the strict performance of the same. No waiver
or other modification to this Agreement shall be valid unless it is in writing and is d. “Personal Data” shall mean any information, whether
signed by the parties. recorded in a material form or not, from which the identity of a
Data Subject is apparent or can be reasonably and directly
ascertained by the entity holding the information, or when put

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

November 2018
 MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

together with other information would directly and certainly identify a Data disposed and deleted the FIRST PARTY Data in accordance
Subject. with this Agreement.

The SECOND PARTY shall comply with the requirements under the
Data Privacy Act of 2012 at its own cost. ARTICLE 15 SEPARABILITY CLAUSE

All right, title and interest in the FIRST PARTY Personal Data shall If any provision of this Agreement is illegal or unenforceable, its invalidity
remain the property of the FIRST PARTY. The SECOND PARTY shall not shall not affect the other provisions of this Agreement that can be given
have any right or claim of ownership to the FIRST PARTY Personal Data. effect without the invalid provision. If any provision of this Agreement does
The SECOND PARTY shall cooperate with the FIRST PARTY to protect not comply with any law, ordinance or regulation, such provision to the
FIRST PARTY Personal Data. The SECOND PARTY shall immediately extent possible shall be interpreted in such a manner to comply with such
notify the FIRST PARTY if the SECOND PARTY becomes aware of any law, ordinance or regulation, or if such interpretation is not possible, it shall
potential or actual breach of the security or privacy of FIRST PARTY be deemed to satisfy the minimum requirements thereof. This Agreement
Personal Data. The FIRST PARTY shall have the sole discretion to deny, may be executed in two or more counterpart copies, each of which shall be
suspend or withdraw any control-related process, such as but not limited to deemed to be an original, but all of which shall constitute the same
access or retrieval of FIRST PARTY Personal Data, granted to the agreement.
SECOND PARTY, without need of prior written notice to the SECOND
PARTY, to protect the rights of the FIRST PARTY or a Data Subject. ARTICLE 16 LEGAL CAPACITY OF REPRESENTATIVES

The SECOND PARTY shall use or process FIRST PARTY Personal Data Each party represents and warrants to the other party that its representative
only for the purpose of fulfilling its obligations to the FIRST PARTY under executing this Agreement on its behalf is its duly appointed and acting
this Agreement and in Potential Transaction and/or the Supplemental representative and has the legal capacity required under applicable law to
Agreement,if any. enter into this Agreement and bind it.

The SECOND PARTY shall disclose FIRST PARTY Personal Data only to ARTICLE 17 GOVERNING LAW AND VENUE
its stockholders, directors, officers, personnel, employees, agents and
subcontractors who need to have access to it only for the purpose set out This Agreement shall be governed by and construed in accordance with the
above, and ensure that they adhere and abide by these terms and laws of the Philippines, without regard to any conflicts of law rules.
conditions in writing. Exclusive jurisdiction over and venue of any suit arising out of or relating to
this Agreement will be in City of Taguig, Philippines. The parties hereby
The SECOND PARTY shall implement measures as required by the Data consent and submit to the exclusive jurisdiction and venue of those courts.
Privacy Act of 2012, and the security standards and privacy policies of the
FIRST PARTY, to the extent of fulfilling its obligations to the FIRST PARTY The parties hereby waive all defenses of lack of personal jurisdiction and
under this Agreement, the Potential Transaction and/or the Supplemental forum non-conveniens. Process may be served on either party in the
Agreement,if any, to protect the physical, technical and administrative manner authorized by applicable law or court rule.
security of FIRST PARTY Personal Data. The SECOND PARTY shall
implement such security measures on its network, operating systems,
software applications, data storage systems, media channels and all other IN WITNESS WHEREOF, the parties have hereunto affixed their signatures
office or business procedures. The SECOND PARTY shall monitor and this ________________ a t ____________________________________.
test its security measures from time to time, and adjust its security
measures in accordance with the result of the monitoring and testing.

The SECOND PARTY shall not transfer FIRST PARTY Personal Data to GLOBE TELECOM, INC.
a jurisdiction outside the Philippines without the prior written consent of the
FIRST PARTY. In case the FIRST PARTY provides this written consent, By:
the SECOND PARTY shall issue a written undertaking in favor of the
FIRST PARTY to abide by i) the requirements of the Data Privacy Act of Ernadele G. Po
2012, ii) the data privacy of laws of the jurisdiction where the FIRST
PARTY Personal Data would be transferred to, and iii) the terms and Director-Procurement & Vendor Management
conditions in this Article 14, to protect the FIRST PARTY Personal Data
transferred outside the Philippines.

In case of any judicial order, governmental action or legal obligation

requiring the SECOND PARTY to disclose FIRST PARTY Personal Data,
the SECOND PARTY shall immediately inform the FIRST PARTY thereof.
The SECOND PARTY shall support and cooperate in the intervention of
the FIRST PARTY in contesting the judicial order, governmental action or
legal obligation, or minimizing the scope of the disclosure. By:

If the SECOND PARTY suspects or becomes aware of any security

breach of the FIRST PARTY Personal Data within the network, operating
systems, software applications, data storage systems, media channels or
other office procedures of either the FIRST PARTY or the SECOND
PARTY, the SECOND PARTY shall notify the FIRST PARTY in writing
within twenty-four (24) hours from the occurrence or discovery of the
breach and shall fully cooperate with the FIRST PARTY, at the expense of
SECOND PARTY, to prevent or stop the security breach. In case of Note: Any alteration or erasure will invalidate this Agreement unless
security breach, the SECOND PARTY shall fully and immediately comply countersigned by Globe Legal.
with the Data Privacy Act of 2012, and the security standards and the
privacy policies of the FIRST PARTY, and shall take the appropriate steps
to remedy the security breach. The SECOND PARTY shall defend,
indemnify and hold the FIRST PARTY, its affiliates, and their respective
officers, directors, stockholders, employees and agents harmless from and
against any and all claims, suits, causes of action, liability, loss, costs and
damages, including attorney’s fees and costs of litigation, in connection
with or as a result of any third-party claim arising from the data security
breach of the SECOND PARTY.

In case the data security breach of the SECOND PARTY is material and
substantial, and such will cause the FIRST PARTY irreparable injury for
which it would have no adequate remedy at law and for which there is an
urgent and permanent necessity to prevent serious damage, the FIRST
PARTY shall be entitled to immediately seek an injunctive relief prohibiting
any violation of this Agreement, the Potential Transaction and/or the
Supplemental Agreement,if any, in addition to any other rights and
remedies available to it.

The SECOND PARTY shall inform the FIRST PARTY of its Data Disposal
Policy and Procedure. Within sixty (60) days from termination of this
Agreement, Potential Transaction and/or Supplemental Agreement,if any,
unless a longer period has been agreed upon, the FIRST PARTY may
request the SECOND PARTY to copy the FIRST PARTY Data (which
includes FIRST PARTY Personal Data) stored in the SECOND PARTY’s
storage and processing systems. Thereafter, the SECOND PARTY shall
properly dispose and delete the FIRST PARTY Data from the storage and
processing systems of the SECOND PARTY, its contractors and
subcontractors. The SECOND PARTY shall submit to the FIRST PARTY a
notarized attestation stating that the SECOND PARTY has properly

MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

November 2018