Confidentiality Agreement

This Confidentiality Agreement is a legal contract between you, on one hand, and each of Betur, Inc. and DCPay Philippines, Inc., on the other (“Party” or collectively, the “Parties”), in relation to any disclosure or exchange of Confidential Information, as defined below, and in pursuance of any existing or potential business relationship between the Parties. Accordingly, the Parties agree to the following:

1. Each Party shall preserve the strict confidence of all information, regardless of form or medium, disclosed by the other Party (“Confidential Information”) and exercise at least a reasonable degree of care to prevent its disclosure to others. The term “Party” or “Parties” shall be understood to mean any director, officer, employee, agent, or consultant of any department of you, Betur, Inc. and DCPay Philippines, Inc., including any of their affiliates, subsidiaries, and parent companies.

2. Confidential Information includes information pertaining to an identified or identifiable individual. The Parties therefore undertake to comply with all applicable laws and regulations on data privacy and protection.

3. Confidential Information cannot be disclosed to others except to the Parties’ directors, employees, agents, and consultants (“representatives”) who are involved in the business transaction between the Parties, on a need-to-know basis, and only if said recipient representatives have agreed to be bound by the provisions of this agreement. Either Party will be responsible for any breach of this agreement by any of its own representatives.

4. The confidentiality obligations under this agreement do not extend to information that is: (a) publicly known; (b) learned, discovered or created by either Party through legitimate means before disclosure by the other Party; or (c) expressly allowed, through written consent, by the disclosing Party to be made public or shared to a third party.

5. If the disclosing Party so requests, all Confidential Information including copies, extracts and related analyses or other documents using the Confidential Information shall be returned or destroyed.

6. The Parties make no representation as to the accuracy of the Confidential Information and shall not have any liability with respect to its use.

7. All Confidential Information shall remain exclusively owned by the disclosing Party. Neither this agreement nor the supply of any information grants the receiving Party any license, interest or right in respect of any property and intellectual property rights.

8. Monetary damages may be inadequate to compensate for breach of this agreement; thus, the injured Party shall be entitled to seek equitable relief, including injunctive relief and specific performance.

9. Neither Party is under any legal obligation to enter into a definitive agreement with the other Party regarding any transaction or to consummate a transaction by virtue of the matters discussed pursuant to this agreement.

10. This Agreement shall remain in full force and effect for a period of one (1) year. Obligations with respect to any Confidential Information shall survive the termination or expiration of this Agreement for five (5) years, except when the Confidential Information constitutes a trade secret, which shall remain confidential in accordance with applicable law on trade secrets.

11. This agreement is governed by Philippine law. Any dispute arising from this agreement shall be within the exclusive jurisdiction of the proper court of Pasig City, Philippines.