CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Confidentiality and Non-Disclosure Agreement (the Agreement) is made and
entered into this day of ____________, 2013, by and between;

The CONSUELO CHITO MADRIGAL FOUNDATION Bikol, INC., a non-
stock and non-profit private foundation organized under the laws of the Philippines with
office address at Madrigal Center for Social Entrepreneurship, Ateneo de Naga
University, Bagumbayan Sur, Naga City, herein represented by Rev. Fr. Wilmer S. Tria
hereinafter referred to as the FIRST PARTY;

and

_______________________,
hereinafter referred to as the SECOND PARTY;

WITNESSETH: That -

WHEREAS, __________________ is the supplier of goods for Coko Cafe a re agree to
exchange or disclose information which is considered confidential and proprietary;

WHEREAS, the purpose of the exchange or disclosure of information is to enable the
Parties to hold discussions and conduct evaluations and/or negotiations concerning

___________________ (the Transaction);

NOW, THEREFORE, for and in consideration of the premises and mutual obligations
contained herein, with the Parties intending to be legally bound, hereby agree as follows:

1. As used herein:

Confidential Information is any information, know-how, data, process, technique,
program, design, drawing, formula, test, work in process, engineering, manufacturing,
marketing, financial or personnel matter, or sales, supplier, customer, employee,
investor, or business information, or the like, whether in oral, written, graphic, magnetic,
electronic, or any other form which is disclosed by one Party (Disclosing Party) to the
other Party (Receiving Party) and which is to be protected hereunder by the Receiving
Party provided that:

(A) If in writing or other tangible form, shall be conspicuously labeled as confidential at
the time of delivery;

(B) If disclosed orally, shall be identified as confidential prior to disclosure,
and after disclosure shall be reduced to writing or other tangible form promptly, but in no
event later than fifteen (15) business days from such disclosure, and delivered to the
Receiving Party consistent with subparagraph (A) hereof;

(C) If oral or in writing previously disclosed without declaration of
confidentiality, shall be declared as confidential after written notice of the Disclosing
Party within a reasonable time from disclosure, provided that the Receiving Party has not
yet distributed, disclosed or disseminated the same to any third party; and

(D) Any information, which is known or reasonably should be known by either
Party to be confidential or proprietary, or is of a confidential or proprietary nature, and
that it is made in the course of discussions, studies, or other work undertaken between
the Parties shall likewise be considered as Confidential Information.

2. Should the Parties herein fail to pursue the Transaction, the Confidential
Information of the Disclosing Party shall be treated as confidential and safeguarded
hereunder by the Receiving Party for a period of ____ (_) years from the date of
termination of this Agreement.

3. The Receiving Party agrees that (1) any Confidential Information disclosed
hereunder shall be used by the Receiving Party, except as otherwise required by law,
solely for the purpose of considering and implementing the Transaction; (2) any
Confidential Information disclosed hereunder shall remain at all times the property of the
Disclosing Party; and (3) except as may be required by applicable law or legal process, it
will not distribute, disclose or disseminate such Confidential Information to anyone,
except its employees (including employees of its parent, subsidiaries and affiliates) who
have a need to know such Confidential Information for the purpose for which it is
disclosed, unless and until such time as:

(A) Such information is generally available to the public other than as a result
of a breach of this Agreement; or

(B) Such information is already in the possession of the Receiving Party or its
employees without restriction and prior to any disclosure hereunder; or

(C) Such information is or has been lawfully disclosed to the Receiving Party
or its employees by a third party, not employed by or otherwise affiliated with the
Disclosing Party, who is not known by the Receiving Party to be prohibited by any
contractual, legal, or fiduciary obligation from disclosing the same; or
(D) Such Confidential Information was developed independently by the
Receiving Party and without reference to any Confidential Information of the Disclosing
Party; or

(E) The Disclosing Party has, expressly and in writing, authorized the
communication of the Confidential Information provided that the Receiving Party has
complied with the conditions that such authorization may contain; or

(F) The applicable period of confidentiality pursuant to Paragraph 2 has ended.

In the event of any disclosure required by applicable law or legal process, the Receiving
Party shall:

(i) if not prohibited by the request or order, immediately inform the
Disclosing Party in writing of the existence, terms and circumstances surrounding the
request or order;

(ii) consult with the Disclosing Party on what steps should be taken to avoid or
restrict the disclosure of Confidential Information;

(iii) give the Disclosing Party the chance to defend, limit or protect itself
against disclosure; and

(iv) if disclosure of Confidential Information is lawfully required, to supply
only that portion of the Confidential Information which is legally necessary and try to
obtain confidential treatment for any Confidential Information required to be disclosed.

4. The Receiving Party shall employ reasonable safeguards against the unauthorized
disclosure of confidential and proprietary information and agrees that it shall protect the
Confidential Information of the Disclosing Party in the same manner and to the same
degree that it protects its own confidential and proprietary information (provided that
such measures are consistent with at least a reasonable degree of care). The Receiving
Party further agrees to advise all of its employees, agents or representatives (and where
proper, its assigns or successors-in-interest), having access to Confidential Information
of the obligations provided hereunder and to ensure that they comply with them. The
Receiving Party will be responsible to the Disclosing Party for any breach of this
Agreement by any person or entity to whom it communicates the Confidential
Information.

5. Except as may be required by law, each Party agrees not to disclose to any person
either the fact that discussions or negotiations are taking place concerning a possible
transaction or any of the terms, conditions or other facts with respect to any such
possible transaction, including the status thereof, without the prior written consent of the
other Parties. Further, the content and timing of any public announcement that is
not required by law relating to the Transaction must be previously agreed by the Parties
in writing. For public announcement required by law, the Parties will endeavor, where
possible, to consult each other about the content and timing of such public
announcement.

6. Violation of this Agreement compelling confidentiality shall render the offending
Party liable for all consequential damages suffered by the aggrieved Party on account of
such violation.

7. Any Confidential Information supplied to the Receiving Party by the Disclosing
Party prior to the execution of this Agreement shall be considered in the same manner
and be subject to the same treatment as the Confidential Information made available after
the execution of this Agreement.

8. The obligations of confidentiality and non-disclosure under this Agreement shall
remain in effect for the period of time specified in Paragraph 2. Upon expiration of the
period of confidentiality, or sooner upon request of the Disclosing Party, all Confidential
Information in the possession of the Receiving Party shall be returned to the Disclosing
Party or destroyed, at the option and instruction of the Disclosing Party, and the
Receiving Party shall certify such destruction in writing upon the request of the
Disclosing Party. In no case shall the Receiving Party retain photocopies or duplicates of
said Confidential Information without the knowledge or consent of the Disclosing Party.

9. Unless specially agreed in writing, neither Party makes any warranty as to the
value or accuracy or completeness of Confidential Information disclosed hereunder.
Neither Party shall be liable to the other for any expenses or losses, or action whatsoever
or howsoever incurred or undertaken by the Receiving Party in reliance on the
Confidential Information disclosed hereunder. The Disclosing Party does not guarantee
the accuracy or completeness of the Confidential Information and cannot be held
responsible for any errors or omissions it may contain.

10. It is understood that this Agreement is not to, and does not, obligate any Party to
enter into any further agreements or proceed with any possible relationship or other
transaction with the other Party as long as it does not contravene the provisions of this
Agreement. In the event that the other Party does contravene the provisions of this
Agreement and a further agreement is necessary, then such agreement shall only relate to
the contravention and its effect.

11. Nothing contained in this Agreement shall be construed as granting or conferring
rights by license or otherwise under any patent, patent applications, copyrights or
intellectual property rights or other proprietary rights with respect to any Confidential
Information disclosed to the Receiving Party.




12. The Disclosing Party may, at any time, request the Receiving Party to return any
material containing, pertaining to or relating to the Confidential Information and may, in
addition, request the Receiving Party to furnish a written statement to the effect that,
upon such return, the Receiving Party has not retained in its possession, or under its
control, either directly or indirectly, any such material. As an alternative to the return of
the material contemplated herein, the Receiving Party shall, at the instance of the
Disclosing Party, destroy such material and furnish the Disclosing Party with a written
statement to the effect that such material has been destroyed. The Receiving Party shall
comply with the foregoing request within seven (7) days of receipt of such a request.

13. The Parties agree and acknowledge that any breach of the obligations contained in
this Agreement will cause irreparable loss and would not be compensable by monetary
damages alone and, accordingly, the aggrieved Party shall, in addition to the other
remedies a party may have at law or in equity, be entitled to obtain a specific
performance or injunctive relief against the other party in respect of the threatened
breach of this Agreement or the continuation of any such breach.

15. The parties warrant and represent that their business activities are regulated by
their own internal business rules or Corporate Governance policies which are compliant
with each of their applicable laws.

As a condition precedent to the execution of this Agreement, the parties agree to
exchange their relevant Corporate Governance policies for review to ensure that entering
into this Agreement will not conflict with, violate or contravene any of these policies.

To the extent applicable to the implementation of this Agreement, the parties will
comply with their respective internal business rules or Corporate Governance policies. In
this connection, the parties shall [a] advise or inform each other about any violation,
whether actual or potential, by any person of their respective and/or each others policies
in relation to this Agreement; [b] address or resolve such violation in accordance with
their own internal business rules or Corporate Governance policies; and, [c] inform the
other party of the action taken thereon. In the event that this Agreement is later found to
be violative of the internal business rules or Corporate Governance policies of either
party, the parties shall negotiate in good faith to amend and revise this Agreement to
make it compliant with the internal business rules or Corporate Governance policies
found to have been violated.

The parties finally agree that any dispute, breach or violation of this provision shall be
dealt with, remedied and/or resolved in accordance with the appropriate provisions of
this Agreement on dispute settlement.
16. All disputes, controversies and claims arising out of or in connection with this
Agreement shall be filed exclusively with the proper court of Makati City, Philippines, to
the exclusion of all other venues and shall be governed and construed in accordance with
the laws of the Philippines without regard to its choice of law provisions.



IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
set forth above.



______________________________ ____________________________

Name Name


SIGNED IN THE PRESENCE OF:



__________________________________ ________________________________
Name Name