INTELLECTUAL PROPERTY AND NON-DISCLOSURE AGREEMENT

This Agreement made and entered into this __th of ___ 20__ in the City of Pasig, Metro Manila by and between: Philippine Health Insurance Corporation, a Government Corporation duly organized and existing under the laws of the Philippines with principal office located at 17th Floor, City State Center Building, 709 Shaw Blvd. corner Oranbo Drive, Pasig City represented in this act by its President and Chief Executive Officer, DR. EDUARDO P. BANZON and hereinafter referred to as the PHILHEALTH And COSMOTECH PHILIPPINES, INC., a Domestic IT Solutions Provider with principal address located at Cosmotech Center, 7761 St. Paul Street, San Antonio Village, Makati City represented in this act by its President, EMILIO G. FEDERIZO, hereinafter referred to as the COSMOTECH. (collectively the PARTIES)

W I T N E S S E T H: WHEREAS, COSMOTECH is engaged in the delivery of Information Technology (IT) solutions and services such as HR Software customization and implementation, biometrics, and HR consultancy; WHEREAS, PHILHEALTH has a specific requirements for the acquisition, installation and implementation of Human Resource Information System (HRIS) fully integrated with biometrics, while COSMOTECH has the software, hardware and expert services needed to completely provide and deliver these requirements; WHEREAS, COSMOTECH has offered PHILHEALTH, and PHILHEALTH has accepted COSMOTECHs offer, to supply the solutions and services needed to perform, complete and deliver PHILHEALTHs requirements for its HRIS Project subject to the terms and conditions set forth in this Agreement and in a separate Terms of Reference; WHEREAS, the PARTIES, in the course of work or project implementation, will provide confidential information concerning the business, operation, or products NOW THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter stipulated, the PARTIES hereto agree as follows:

ARTICLE I DEFINITION OF TERMS

1. The term Confidential Information in this Agreement includes, but not limited to: 1.1 Trade secrets and confidential know-how of which youeither Parties become aware or generate in the course of, or in connection with, your contract with the PHILHEALTHthis Agreement; 1.2 Information in relation to the PHILHEALTHs business, operations or strategies, intellectual or other property, or actual or prospective clients, suppliers or competitors. This may include strategy or planning material, financial information, marketing plans or strategies, business plans, secret processes, sales procedures, policies and procedures, computer software and programs; and 1.3 Documents, whether in written or electronic form, electronic transfers and data and any other information that is of a confidential nature including all personal and other information of clients or employees of the PHILHEALTH and any other party in connection with the business of the PHILHEALTH. Information is not confidential if it is in the public domain or comes into the public domain, unless it came into the public domain by a breach of confidentiality, itor is already known by the other person at the time this document is entered into, or it is obtained lawfully from a third party without any breach of confidentiality. 2. The term Source- Code in this Agreement refers to the Human Resource Information System (HRIS) and related systems, components, and collection of files needed to convert from human-readable form to computer executable form. The source codeSource Code may be converted into an executable filesfile and librarieslibrary. Included in the source-codesSource Code are the source code for the following: 2.1 Human Resource Information System (HRIS) 3. The term Intellectual Property or IP refers to Integra Payroll Master Human Resource Information System (HRIS) IP rights composed of distinct types of creations of the mind for which property rights are recognized as such under the Intellectual Property Code of the Philippines and other related and applicable laws and regulations. This includes the rights of COSMOTECH in the ownership of the brand name and software product Integra Payroll Master Human Resource Information System (HRIS).

4. RELEASING PARTY refers to the company owning and releasing the SourceCode or Confidential Information.

5. RECEIVING PARTY refers to the company who receives the Source- Code or Confidential Information from the other party.

ARTICLE II NON-DISCLOSURE 1. The PARTIES agree and undertake to hold the Source-code Code and Confidential Information as absolutely secret and in the strictest confidence and shall not at any time use for its own benefit, or the benefitsbenefit of any other party, disclose or permit to be disclosed to any third party any of the Confidential Information. 2. The PARTIES undertake to inform its Employees who may have access to the Source-code Code and Confidential Information that such information should be kept in the strictest confidence, and to procuresecure clear and unambiguous written undertakings from the Employees not to disclose any of the Confidential Information to any person or firm whether during or after their employment with the PHILHEALTH or COSMOTECH. In the event of any breach by any of the Employees of any such undertakings as to non-disclosure which they have given, RECEIVING PARTY shall inform the RELEASING PARTY of such breach immediately and upon the request of the other PARTY enforceenforcing that undertaking. This shall be covered by a separate non-disclosure agreement between PhilhealthPHILHEALTH and its appointed employeesEmployees. 3. PHILHEALTH acknowledges and recognizes that COSMOTECH owns all intellectual property rights and the Source-code Code of the software product Human Resource Information System (HRIS). All documents, records and other materials of every kind pertaining to the Source-code Code shall be and remain the exclusive property of COSMOTECH, and Confidential Information shall be and remain the exclusive property of the PARTY releasing the information at all times. Each PARTY may at any time request the prompt return of all such documents, records and materials and copies thereof that are in the RECEIVING PARTYs possession or under its control. 4. All rights, title and interest in the Source- Code and Confidential Information remain in the PARTY owning such right, title, and interest. No license, whether express or implied, in the Source- Code and Confidential Information is granted to the other PARTY other than to use the Source- Code and Confidential Information in the manner and to the extent authorized by the RELEASING PARTY in writing. 5. RECEIVING PARTY shall not, at all times, assign, transfer, convey, license or otherwise dispose of, wholly or partially, the rights and obligations under this Agreement except with the prior written consent of the releasingRELEASING PARTY.

ARTICLE III SOURCE- CODE AND, INTELLECTUAL PROPERTIESPROPERTY AND OTHER PROPRIETARY RIGHTS

COSMOTECH agrees to provide a copy of the source-codeSource Code of the final version of the customized Human Resource Information System (HRIS) subject to the following conditions:

1.

All intellectual property rights over the software product Human Resource Information System (HRIS), including, but not limited to, its components and trademarks, shall remain with COSMOTECH. The execution of this Agreement does not, in any manner, imply that any intellectual property right or ownership of any rights over the subject software product or the Source-code Code thereof is being assigned, in part or in whole, to PHILHEALTH.

2. CopyA copy of the Source-code Code referred to in the previous clause is provided only as a sustainability measure for PHILHEALTH in the event COSMOTECH defaultdefaults in its responsibility to maintain or support the product in the future. PHILHEALTH shall be allowed to access and modify sourcethe Source Code and the related products only withunder the following conditions only: 2.1 In writing, COSMOTECH or its duly authorized representative declares in writing that it is no longer capable to render or extend maintenance and support to the product for whatever reason. The CompanyCOSMOTECH is dissolved or closed-down and failed to assign its rights and responsibilities ofover the Human Resource Information System (HRIS) Products to a new representative and no longer capable to render product support or maintenance. The CompanyCOSMOTECH is acquired by new entity wherein the new Company will issue a declaration or stoppage of product support.

2.2

2.3

3.

The accessAccess to source-codeSource Code shall not allow PHILHEALTH to sell, rent, or distribute the Human Resource Information System (HRIS) product. Access to the source-codeSource Code is for maintenance and support purposes only to allow it to sustain and maintain the system in the event COSMOTECH

defaults in its responsibility to maintain or support the product in the future referred to in the previous clause, and does not transfer any ownership over any of the intellectual property rights of the subject product in part or as a whole in the event of all the conditions stated in Article III Section 2 of this agreement. 4. Protocol and procedures on the codeSource Code updates, maintenance and safekeeping should be put in place and included as either as part of this or in a separate agreement to be discussed and mutually agreed upon by both PARTIES.

5. PARTIES shall appoint a Custodian, who shouldwill receive and keep the copy of the Source Code referred to in the previous clauses. The Custodian must be a Disinterested Third Party disinterested third party mutually acceptable to both PARTIES of the Source-code and be expressly named in the agreementAgreement. The namesname should be updated regularly when there are changes in names in the future. The Custodian shall ensure the safekeeping of the latest version in production and keep track of version history. It shall also be the responsibility of the Custodian to act as the Third-Party Source Code Escrow Agent and ensure that the Source-code Code is deposited in a safe and secure location, preferably through. For this reason, PARTIES agree that a third-party source code escrow agent. Bank shall act as the Custodian and Third -Party Source Code Escrow Agent, where the source codeSource Code is deposited and kept inside the Bank Depository Box with corresponding keys that shall be kept by CosmotechCOSMOTECH but shall be released to PhilHealthPHILHEALTH in the event of all of the conditions stated in Article III Section 2 of this Agreement are present. The Custodian shall be required to sign a Non-Disclosure Agreement. 6. The Custodian who should be a disinterested Thirdthird party, in this case, shall be a Trustworthytrustworthy and Respectable Major Bankrespectable major bank operating and located in the Philippines and must meet and have the following requirements:. Trust License issued by the Banko Sentral ng Pilipinas. Offers Escrow Agency Services, specifically Source-Code Escrow Services under their Trust Products and Services. As a provider of Escrow Agency Services, it must offer beyond mere custodianship of the Source Code, it must act as a third and impartial party to intervene or hold and administer the escrow agreement/contracts and see to it that the provisions of the escrow are faithfully complied with by both parties.

6.1 The selection of the Custodian or the Third Party Source Code Escrow Agent, a Bank in this case, in accordance to the qualifications under Article III Section 6 by Cosmotech Philippines Inc. shall be communicated in writing to and approved by PhilHealth within fifteen (15) days upon signing of this contract. 6.26.1 The cost for the Third-Party Source Code Escrow Agent under Article III, Section 5 and cost of the inspection and review by an independent body of good reputation under Article III Section 7 shall be toof this Agreement shall be on the account of Cosmotech. COSMOTECH. 6.36.2 Cosmotech shall provide a mini fire proof vault with corresponding keys that shall be kept by Cosmotech but shall be released to Philhealth in the event of all the conditions stated in Article III

Section 2 of this Agreement. Cosmotech shall provide a Security Seal Stickers to be signed by both parties after it is kept inside the vault and every time it is needed to be opened. 6.46.3 It shall be the responsibility of CosmotechCOSMOTECH to inform both PhilhealthPHILHEALTH and the Third-Party Source Code Escrow Agent through a formal written letter forif any of the conditions stated in Article III, Section 2 of this agreement.Agreement is present. This shall allow the third party source code escrow agentenable the Third-Party Source Code Escrow Agent to release the source codeSource Code to PhilhealthPHILHEALTH. 7. The Custodian is under the obligation to have the source-code inspected, tested, and reviewed by an independent body of good reputation at the time of initial deposit and at the time of each subsequent deposit of the source-code in escrow to verify that it corresponds to the program subject hereof. The Custodian shall permit such inspections and testing of the same upon request. The result of such inspection shall be reduced into writing which shall be submitted to PhilHealth. 7. In the event that there will be updated release version , Cosmotech shall present all features to PhilHealths duly authorized representative before the compiled Source Code shall be deposited to Third Party Escrow Agent for safekeeping. ARTICLE IV OTHER TERMS AND CONDITIONS 1. The obligations and undertakings contained in or referred to in this Agreement shall survive without any limitation of time. 2. This Agreement shall be governed by and enforced in accordance with the laws of the Philippines and the parties of this Agreement shall submit to the exclusive jurisdiction of the courts of Pasig City, Metro Manila. 3. No failure or delay on the part of the PARTIES to exercise any right, power remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise by the PARTIES of any right, power or remedy. The rights, powers and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers or remedies by law. 4. If any provision of this Agreement shall be construed to be illegal or invalid, they shall not affect the legality validity and enforceability of the other provisions of this Agreement. The illegal or invalid provision shall be deleted and no longer incorporated in this Agreement but all other provisions of this Agreement shall continue. 5. For any notice under this Agreement to be effective, it must be made in writing and sent to the address of the appropriate party within a reasonable period of time. 6. No amendment or modification ofto any provision of this Agreement will be effective unless it is done in writing and signed by both PARTIES.

ARTICLE V DISPUTE AND CONFLICT / ARBITRATION

The PARTIES shall use their best efforts to settle amicably all disputes arising out of or in connection with this Agreement or the interpretation thereof. Any dispute between the above PARTIES as to matters arising pursuant to this Agreement which cannot be settled amicably within Thirty Daysthirty (30) days after receipt by one PARTY of the other PARTYS request for such an amicable settlement may be submitted by either party for arbitration. The arbitral award and any decision rendered in accordance with the foregoing shall be appealable by way of a petition for review to the Court of Appeals.

IN WITNESS WHEREOF, the partiesPARTIES have executed this agreementAgreement effective as of the date first written above.

PHILIPPINE HEALTH INSURANCE CORPORATION

COSMOTECH PHILIPPINES, INC.

DR. EDUARDO P. BANZON President and CEO

EMILIO G. FEDERIZO President

Signed in the presence of:

SVP EDGAR JULIO S. ASUNCION DR. ALVIN B. MARCELO

Legal Services Sector

Chief Information Officer

DR. CLEMENTINE A. BAUTISTA

ATTY. HANNAH LORRAINE A. DALISAY

OIC - Senior Manager Human Resource Department

OIC - Division Chief Accounting and Internal Control Department

___________________________ Witness for COSMOTECH

________________________ Witness for COSMOTECH

EMPLOYEE NON-DISCLOSURE AGREEMENT FOR GOOD CONSIDERATION, and in consideration of being assigned as Custodian of the Human Resource Information System (HRIS) source-code under the HRIS Project, the undersigned employee hereby agrees and acknowledges: 1. That during the course of my employment and being assigned as Custodian of the Human Resource Information System (HRIS) source-code, whose

intellectual property is owned by COSMOTECH PHILIPPINES, INC. may be disclosed to me the Intellectual Property, proprietary information or trade secrets of the COSMOTECH PHILIPPINES, INC. Said IP and trade secrets may consist of technical information such as methods, processes, formulae, compositions, systems, techniques, inventions and computer programs. 2. I agree that I shall not during, or at any time after the termination of my employment with the Company, use for myself or others, or disclose or divulge to others including future employees, such proprietary data of COSMOTECH PHILIPPINES, INC. in violation of this Agreement. 3. That upon the termination of my employment from the Company: a. I shall return to the Corporation all documents, digital materials, proprietary information, including but not necessarily limited to: drawings, blueprints, reports, manuals, correspondence and all other materials and all copies thereof relating in any way to the Human Resource Information System (HRIS) HRIS, or in any way obtained by me during the course or employment. I further agree that I shall not retain copies, notes or abstracts of the foregoing. b. The Corporation or COSMOTECH PHILIPPINES, INC. may notify any future or prospective employer or third party of the existence of this agreement, and shall be entitled to full injunctive relief for any breach. c. This agreement shall be binding upon me and my personal representative and successors in interest, and shall inure to the benefit of the Corporation and COSMOTECH PHILIPPINES, INC., its successors and assigns.

Signed this ____ day of _________ 20__ ____________________________ Employee Name and Signature

ACKNOWLEDGMENT

REPUBLIC OF THE PHILPPINES) PASIG CITY, METRO MANILA ) S.S.

BEFORE ME, a Notary Public, for and in Pasig City, Metro Manila, personally came and appeared the following with their respective identification documents, to wit: Name DR. EDUARDO P. BANZON Philippine Health Insurance Corp. ID Document ______________________________

EMILIO G. FEDERIZO Cosmotech Philippines, Inc .

_______________________________

who are personally known to me or identified by me through competent evidence of identity. The herein persons represented to me that the signatures on this instrument were voluntarily affixed by them which they acknowledged as their free and voluntary act and deed and that of the corporation they respectively represent. This document refers to a Non-Disclosure Agreement, consisting of seven (7) pages, including this page of the acknowledgment, is signed by the parties and their instrumental witnesses on each and every page hereof.

WITNESS MY HAND AND SEAL on this _____ day of _____ 20___, at Pasig City, Metro Manila

Doc. No. ____: Page No. ____; Book No. ____ Series of 2012