Intern | Internal

ZAMA PRECISION INDUSTRY
MANUFACTURING PHILIPPINES, INC.

L6, First Philippine Industrial Park-Special Economic Zone 2,Brgy. Sta. Anastacia, Sto. Tomas, Batangas 4234, Philippines
Telephone: +63 (0)43 425 9262
CONTRACT NO.: ZM50_NDA_2022_0001

ZAMA Confidentiality Agreement
Between
ZAMA Precision Industry Manufacturing Philippines, Inc.
L6 First Philippines Industrial Park II, Special Economic Zone (FPIP II-SEZ),
Barangay Sta. Anastacia, Sto. Tomas, Batangas, 4234
Philippines-hereinafter referred to as ‘ZAMA’AndSupplier NameAddress-hereinafter referred to as ‘SUPPLIER’ZAMA and SUPPLIER maintain a close supply relationship in which ZAMA obtains goods
and /or services from SUPPLIER. In the course of this supply relationship ZAMA
continuously discloses information to SUPPLIER for several purposes. For their continuouscooperation, ZAMA and SUPPLIER reach the following agreement on the handling of thisinformation.
1.
In the course of cooperation, ZAMA will probably make available to SUPPLIER
technical know-how or business or company secrets give insight to documentation, handover documents or material and/or grant SUPPLIER admittance to the company premises(hereinafter referred to as “INFORMATION”)
2.
Unless otherwise agreed upon, all INFORMATION that is disclosed to SUPPLIER by
ZAMA or by companies being affiliated with ZAMA shall be treated as confidential
INFORMATION. This also applies to the cooperation itself and the conclusion of thisagreement. In particular, SUPPLIER is not entitled to mention the cooperation in advertising
without ZAMA’s consent.
3.
SUPPLIER shall keep confidential the INFORMATION received from ZAMA (evenbefore the effective day of this agreement) and make it available only to those employees
who require it for the purpose of performing the work within the scope of this agreement, anddo its utmost to prevent its employees from passing the INFORMATION on to unauthorized
persons. If SUPPLIER in performance of its duties owed to ZAMA should collaborate withother companies, it may only make INFORMATION available to these other companies afterIntern | Internal

ZAMA PRECISION INDUSTRY
MANUFACTURING PHILIPPINES, INC.

L6, First Philippine Industrial Park-Special Economic Zone 2,Brgy. Sta. Anastacia, Sto. Tomas, Batangas 4234, Philippines
Telephone: +63 (0)43 425 9262
CONTRACT NO.: ZM50_NDA_2022_0001

the written permission of ZAMA and after a confidentiality agreement with identical content
has been concluded with these other companies.
4.
Any materials or documents supplied by ZAMA shall be retained in a secured
location at all times. SUPPLIER shall secure electronic INFORMATION according to therespective state-of-the-art, e.g. by using password protection, firewalls and antivirus
software. By taking adequate measures, it shall prevent its data processing equipment fromunauthorized use by both its own employees and third parties. If data or storage media gets
lost, is spied out or if unauthorized copies are made or if other comparable irregularities
should occur on data processing, ZAMA shall notified immediately. The notification shallcontain a detailed description of the sort and extent of the affected data.
5.
The knowledge and INFORMATION received from ZAMA shall be used by
SUPPLIER only for the purpose agreed upon. In particular, SUPPLIER is neither entitled touse the INFORMATION commercially nor to use it for research purposes, unless otherwise
agreed. ZAMA reserve all rights in all INFORMATION transmitted to SUPPLIER, especiallyin technical drawings, summaries or other documents that were handed over; this pertains inparticular to the right of application for and grant of national or foreign industrial property
rights.
6.
An INFORMATION shall cease to be considered as confidential in terms of thisagreement, if SUPPLIER can prove that･ at the time of disclosure by ZAMA to SUPPLIER the INFORMATION has already beenknown by the general public or the INFORMATION subsequently becomes generally known
without a breach of the terms of this agreement by SUPPLIER, or･ the INFORMATION has lawful been acquired or is subsequently lawfully acquired by athird party that does not violate the agreement by disclosing the INFORMATION toSUPPLIER, or･ the INFORMATION was known by SUPPLIER prior to handling over and was not obtained
from a third party by violating the agreement, or･ the INFORMATION has been or is subsequently independently elaborated by employeesof SUPPLIER who did not have access to the confidential INFORMATION.
7.
This agreement does not entitle SUPPLIER to claim for the disclosure ofINFORMATION or the conclusion of a cooperation agreement.
8.
The obligation to maintain confidentiality shall be valid for an indefinite period of time.
In case of any inconsistency between the agreement and other agreements that the parties
concluded, such as research and development agreements, these other agreements shallprevail.

Intern | Internal

ZAMA PRECISION INDUSTRY
MANUFACTURING PHILIPPINES, INC.

L6, First Philippine Industrial Park-Special Economic Zone 2,Brgy. Sta. Anastacia, Sto. Tomas, Batangas 4234, Philippines
Telephone: +63 (0)43 425 9262
CONTRACT NO.: ZM50_NDA_2022_0001

9.
This agreement shall be valid for an indefinite period of time. It will end automaticallyon the termination of the parties’ cooperation. The confidentiality obligation shall remain
unaffected of the ending or termination of this agreement.
10.
Amendments and additions to this agreement must be made in written form. Should
any provision of this agreement be or become invalid or unenforceable, or should there bean omission herein, this shall not affect the validity of the Agreement as a whole. In place of
the invalid or unenforceable provision, that valid provision shall be deemed agreed whichcorresponds most closely to the intended spirit and purpose. In the event of an omission,that provision shall be deemed agreed which corresponds to what would have been agreed,judging by the spirit and purpose of this agreement, had the matter been considered at theoutset.
Any dispute, controversy or claim (a “Dispute”) arising out of or in connection with, orrelating to, this Agreement, or the breach, termination or validity thereof, shall first be
discussed by the Parties in good faith in order to reach an amicable settlement mutuallyacceptable to the Parties. In the event that the Parties fail to reach any amicable arrangement,
they agree to settle their Dispute through arbitration in the Philippines administered by thePhilippine Dispute Resolution Center, Inc. (“PDRCI”), in accordance with PDRCI Arbitration
Rules. The language of the arbitration shall be in English.
11.

ZAMA Precision IndustryManufacturing Philippines, Inc.

Date:

Date:

MR. RONALD WIENHOLTS
President

Date:

MR. SHERWIN GLORIOSO
Supply Chain Manager

Date: