NON-DISCLOSURE, NON-CIRCUMVENTION AND NON-COMPETITION

AGREEMENT
This NON-DISCLOSURE, NON-CIRCUMVENTION AND NON-CIRCUMVENTION AND NON
COMPETITION AGREEMENT is entered into on April 1, 2023 by and between:
Parties:
Jordan Luza Perpetua, DBA, representing authority of Phoenix Empire Air Transportation
Incorporated, with office address at: ALPAP Building, Andrews Avenue, Pasay City herein referred
as First Party;
-and-
Gary Escobar Gabrinao, with address at: 29G St Francis Shangrila Place Tower 2, Mandaluyong
City, herein referred to as Second Party
Purpose:
The parties intend to engage in substantive discussion and sharing of confidential information for
the purpose of Funding for the 3 Main Projects of Phoenix Empire Air Transportation Inc:

1. Purchase/acquisition of the ownership, rights, privileges and assets, eventual take over of
management, operation and business expansion of the 18 Hectare Area beach front property
under Subic Coastal Development Corporation at Subic Freeport Zone.
Confidential Information:
Confidential Information shall include and shall be deemed to include all information conveyed to
each other by the all parties involved including, but not limited to oral or written. Such confidential
information includes, but not limited to, any information related to the business or industry of both
parties, such as business plans, business projects, potential customers, business/affiliated partners,
techniques, know-how, or any other services related to both parties. Confidential information shall
be considered as such at the time of transmittal.
However, Confidential Information shall not include information, which can clearly demonstrate to
be:
a. Generally known or available to the public at the time of disclosure or subsequently
becomes publicly known through no fault of both parties; or
b. Learned by both parties through legitimate means other than from both parties’
representatives, or disclosed by both parties prior to this agreement; or
c. Provided by the funder without any restriction on the disclosure and without breach of any
obligation of confidentiality to any of the parties to this Agreement, or
d. Independently developed by both parties without use of the Confidential Information.
Obligation of Confidentiality:
Both parties agrees that when receipt of any Confidential Information has occurred the commitment
of confidentiality in this Agreement are as follows:
a. Both Parties are willing to engage in the contemplated business discussion and planning for
the business arrangement. The Second Party agrees that it shall not use any advantages
derivable from such information in its own business or affairs, unless the same is done
pursuant to a new agreement will all other signatories to this document. Each signing party
shall be held responsible and liable in case of a breach of this Agreement both in their
professional and personal capacity.

1|Page
 b. In the same manner, the First Party shall not use any information such as, but not limited to
concepts, designs, construction plans, and other project–related information derived from
the Second Party of this Agreement to its own use nor the same shall be shared to other
parties, without the express written consent.
c. Both parties shall not disclose or communicate Confidential information to any third party,
except as herein provided. Both parties shall protect such information from disclosure by
reasonable means, including but not limited to at least same minimal level of security that
both parties use for its most crucial proprietary.
d. During the term of this Agreement, and for a period of five (5) years following the expiration
of this agreement, each party shall maintain in confidence all confidential information
received from the other party that is marked or acknowledged to be confidential (collectively,
the “Confidential Information”), and shall not use, disclose or grant the use of the
Confidential Information except on a need-to-know basis to those of its directors, officers
and employees to the extent such disclosure is reasonably necessary in connection with
such party’s activities as expressly authorized by this Agreement.
Non-Circumvention:
The SECOND PARTY hereby agree that they will not directly or indirectly contact, deal with or
otherwise become involved with the aforementioned corporation, people, markets, and projects for
the purpose of avoiding engagement of business and any facilitation fees or otherwise, without the
specific written approval of the FIRST PARTY.
Obligation of Non-Competition:
The Receiver-SECOND PARTY agrees that it shall not use any advantages derivable from such
confidential information in its own business or affairs or other projects, unless the same is done
pursuant to a new agreement executed by BOTH PARTIES.
No Representations:
The Second Party understands that the First Party makes no representation or warranty as to the
accuracy or completeness of the information it provides to the Funder in relations with the funding
arrangement.
Both parties agrees that no representation will be done by any of the parties in relations with the use
or utilization of the Confidential Information disclosed in this agreement.
Term:
This Agreement shall be, by mutual agreement of both parties will remain in force and affect for a
period of five (5) years from the date signed and executed by all parties, with the effective date
being the date on which the final signature is affixed hereto.
Jurisdiction:
This Agreement shall be governed by and construed in accordance with Philippine Laws and locale
as and where the business take place. All actions that may arise from or in connection with this
Agreement shall be brought before a proper court of the city of Mandaluyong City, Metro Manila,
Philippines.
Miscellaneous:
As used in this Agreement, the following terms shall have the following meanings:
a. First Party – includes the directors, officers and employees of Phoenix Empire Air
Transportation Incorporated.
b. Second Party – includes the directors, officers and employees of Gary Escobar Gabrinao
group of companies.

2|Page
 c. No agency or partnership relationship is created between the parties by this Agreement.
d. No party has an obligation under this Agreement to purchase any service or item from any of
the other parties, or to offer any service or item to sale to any of the other parties, and that
any agreement to have a business relationship between the parties will exist only when such
agreement is in writing, and approved by the duly elected officers/representatives of each
company.
e. ANY and ALL additions, modifications, and waivers of this Agreement must be made in
writing, and signed by the approved signatories of both parties. However, the failure of the
party to insist on full compliance with any provision of this Agreement in a particular instance
shall not preclude it from requiring full compliance thereafter.
f. If any portion of this Agreement shall be held invalid, such invalidity shall not affect the other
provisions hereof, and to this extent, the provisions of this Agreement are to be and shall be
deemed and severable. If any party hereto incurs any legal fees, whether or not action is
instituted, to enforce the terms of this Agreement or to recover damages or injunctive relief
for breach of this Agreement, it is agreed that the successful or prevailing parties shall be
entitled to reasonable attorney’s fees and other cost in addition to any other relief to which it
or they may be entitled.
g. This Agreement constitutes the entire understanding between both parties and supersedes
all previous understandings, agreements, communications and representations, whether
written or oral, concerning the discussion by and between the parties hereto.
h. This Agreement may not be amended except by a written agreement executed by each of
the parties hereto.

IN WITNESS WHEREOF, the parties thru their designated / authorized representatives have
executed and delivered this Agreement effective as of _______________2023
MAY 17 at
_________________,
Mandaluyong Republic of the Philippines.

FIRST PARTY SECOND PARTY

___________________________ __________________________
JORDAN LUZA PERPETUA GARI ESCOBAR GABRINAO

Witnesses:
___________________________
Michael V. Villanueva

3|Page