August 22, 2023

Subject : INITIAL JOB OFFER AS WEB AND MOBILE APP DEVELOPER

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Congratulations and Welcome to the family of Prime Juan Solution Inc. Formalizing our initial offer

as our WEB AND MOBILE APP DEVELOPER, as follows:

1) Salary of Php32,000.00

2) HMO coverage

3) Performance based incentives

4) Other Government Mandatory Benefits

Your detailed job description and other rules and regulations will be handed over at the
soonest possible time and will serve as integral part of this Job Offer. We do expect that you
will be boarded starting September 1, 2023.

By By : Prime Juan Solutions, Inc.

Name : WAYNE ALDRIN R. MORAGA Name : ERICSON M. ANIBAN

Title : Web and Mobile Developer Title : Chief Operating Officer

0917 813 6982 / 0917 154 1681 [email protected] , [email protected]

 MUTUAL NON-DISCLOSURE AGREEMENT

This Agreement is entered into as of August 22, 2023 (the “Effective Date”) by and between PRIME JUAN
SOLUTIONS, INC., a corporation, having its principal place of business at. Unit 1605 AIC Burgundy Tower,
Ortigas Center, Pasig City and WAYNE ALDRIN R. MORAGA, an individual, having its principal place
of business at #16 Bagong Buhay St. Malhacan, Meycauayan City, Bulacan.

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as
follows:

1. Confidential Information

For the purpose of this Agreement “Confidential Information” means any and all information, disclosed by one
party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether in oral or in written form,
including but not limited to documentation, scientific, designs, software, prototypes, product descriptions,
technical or business information, ideas, discoveries, inventions, specifications, formulas, processes, programs,
plans, drawings, models, network configuration and rights-of-way, requirements, standards, financial and non-
financial data, marketing, trade secrets, know-how, customer lists, prices, as well as any and all intellectual and
industrial property rights contained therein and/or in relation thereto; provided however, that Confidential
Information shall not include information which (i) is or becomes lawfully in the public domain other than
through a breach of any non-disclosure agreement or any a confidentiality obligation, (ii) was known to the
Receiving Party prior to the disclosure, as evidenced by its business records, (iii) was independently developed
by or for the Receiving Party without reference to or use of Confidential Information received from the
Disclosing Party, (iv) was lawfully obtained by the Receiving Party from a third party without violation of a
confidentiality obligation,
(v) The Disclosing Party agrees in writing that it may be disclosed by the Receiving Party, or (vi) is required or
compelled by law to be disclosed, provided that the Receiving Party gives reasonable prior written notice to the
Disclosing Party to allow it to seek protective or other court orders.

2. Nondisclosure Obligations

2.1 Confidential Information of a Disclosing Party shall be used by the Receiving Party solely for the
purpose of evaluating whether or not the Receiving Party wishes to enter into a business transaction
with the Disclosing Party and shall not be used for any other purpose. Each party shall hold the other
party’s Confidential Information in strictest confidence and shall not disclose the other party’s
Confidential Information without the prior written consent of such other party, which consent may be
withheld at such other party’s sole discretion. Each party may disclose the other party’s Confidential
Information to such party’s employees on a need-to-know basis. Each party agrees to take all
reasonable precautions to protect the Confidential Information of the other party from falling into the
public domain or the possession of persons other than those persons authorized to have any such
Confidential Information according to this Agreement, which precautions shall include the highest
degree of care that such party utilizes to protect its own information of a similar nature, but in no event
less than a reasonable degree of care.

0917 813 6982 / 0917 154 1681 [email protected] , [email protected]

 2.2 Nothing in this Agreement shall prohibit either party from disclosing Confidential Information of
the other party if legally required to do so by judicial or governmental order or in a judicial or
governmental proceeding (“Required Disclosure”), provided that the discloser then shall (i) give the
other party prompt notice of such Required Disclosure prior to disclosure; (ii) cooperate with the other
party in the event that the other party elects to contest such disclosure or seek a protective order with
respect thereto, and/or (iii) in any event only disclose the exact Confidential Information, or portion
thereof, specifically requested by the Required Disclosure.

3. All Confidential Information of a Disclosing Party is and shall remain the property of the Disclosing Party.
Nothing contained in this Agreement shall be construed as granting or conferring any rights by license or
otherwise, either express, implied or by estoppel, to any Confidential Information of a Disclosing Party, or
under any patent, copyright, trademark or trade secret of the Disclosing Party.

4. ALL CONFIDENTIAL INFORMATION FURNISHED UNDER THIS AGREEMENT IS PROVIDED

BY THE DISCLOSING PARTY “AS IS”. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS
NOR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, PERFORMANCE,
MERCHANTABILITY, FITNESS FOR USE, NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS,
OR OTHER ATTRIBUTES OF ITS RESPECTIVE CONFIDENTIAL INFORMATION.

5. Immediately upon (i) the decision by either party not to enter into the transaction or agreement
contemplated by the parties hereto, or (ii) request by the Disclosing Party at any time, or (iii) the
termination of this Agreement, the Receiving Party shall return to the Disclosing Party all copies or extracts
of the Disclosing Party’s Confidential Information, in any medium and upon the Disclosing Party’s request
to certify in writing by an authorized officer of the Receiving Party, the destruction of the same to the
Disclosing Party.

6. Neither party may assign or transfer this Agreement or any of its rights hereunder or delegate any of its
obligations hereunder (whether by merger, operation of law or in any other manner) without the prior
written consent of the other party, which consent may be withheld at such party’s sole discretion. Subject to
the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties, their permitted
successors and permitted assigns.

7. Nothing contained in this Agreement shall be construed (i) to limit either party’s right to independently
develop or acquire products without the use or benefit of the other party’s Confidential Information, (ii) as
obligating either party to purchase or provide products from or to the other party, (iii) to require either party
to disclose or receive Confidential Information of the other party. Nothing in this Agreement shall be
construed to require either party to negotiate or enter into any business transaction with the other party and
any such business transaction shall be governed solely by its applicable written agreement entered into by
the parties if, when and as executed by the parties.

8. The parties are independent Companies. Nothing in this Agreement or in the activities contemplated by the
parties hereunder shall be deemed to create an agency, partnership, employment or joint venture
relationship between the parties. Each party shall be deemed to be acting solely on its own behalf and has
no authority to incur obligations or perform any acts or make any statements on behalf of the other party.
Neither party shall represent to any person or permit any person to act upon the belief that it has any such
authority from the other party.

0917 813 6982 / 0917 154 1681 [email protected] , [email protected]

9. Any notice required or permitted hereunder shall be in writing and deemed to have been duly given on the
day of service if served personally or sent by facsimile, or five days after the date of mailing, if mailed by
registered mail, postage prepaid and addressed as set forth in the beginning of this Agreement (or such
other address as furnished by the addressee in writing).

10. This Agreement and any matters that are connected directly and/or indirectly to it, shall be governed,
construed and interpreted according to the laws of the State of Israel, without regard to the rules pertaining
to conflicts of laws. Any dispute related to this Agreement shall be settled exclusively in the venue of the
competent Court of Pasig City, Philippines.

11. Each party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Confidential
Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any
such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party
resulting in irreparable harm to the Disclosing Party and, therefore, that upon any such breach or any threat
thereof, the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever
remedies it might have at law. The Receiving Party will notify the Disclosing Party in writing immediately
upon the occurrence of any such unauthorized release or other breach of which it is aware

12. This Agreement shall terminate five (5) years following the Effective Date. Nevertheless, either party may
terminate this agreement providing thirty (30) days prior written notice to the other party. The obligations
of the Receiving Party with respect to Confidential Information received prior to termination, will survive
for a period of five (5) years following the Effective Date.

13. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or
unenforceable, the remaining provisions shall remain in full force and effect.

14. This Agreement constitutes the entire agreement between the parties with respect to the subject matter
hereof and supersedes any prior understanding and agreements between and among them respecting the
subject matter hereof. This Agreement shall not be modified except by a written agreement signed by both
parties. No delay, failure or waiver of either party’s exercise or partial exercise of any right or remedy
under this Agreement shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. No waiver of any provision of this Agreement shall constitute a waiver of any other provision(s)
or of the same provision on another occasion.

15. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of
which together shall constitute one and the same instrument.

In witness whereof, the parties have executed this Agreement on the date first above written:

By By : Prime Juan Solutions, Inc.

Name : WAYNE ALDRIN R. MORAGA Name : ERICSON M. ANIBAN

Title : Web and Mobile Developer Title : Chief Operating Officer

0917 813 6982 / 0917 154 1681 [email protected] , [email protected]