NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

By clicking “I Agree,” you (“Receiving Party”) confirm that you have read, understood, and agree to be bound by this Non-Disclosure and Confidentiality Agreement (“Agreement”) with UTOWN Innovations Corporation – Grab N Go Bar (“Disclosing Party”).

This Agreement is effective immediately upon your acceptance by ticking the “I Agree” box.

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1. Purpose

The Disclosing Party may share certain proprietary and confidential information with the Receiving Party. The Receiving Party agrees to keep such information strictly confidential and use it only for the purpose for which it was provided.

2. Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by the Disclosing Party, in oral, written, electronic, or other form, including but not limited to business plans, strategies, customer information, supplier information, financial data, marketing materials, technical data, designs, trade secrets, or any other information a reasonable person would consider confidential.

Confidential Information does not include information that:
   •    Is or becomes publicly available without fault of the Receiving Party,
   •    Was lawfully obtained from a third party without confidentiality obligations, or
   •    Is independently developed by the Receiving Party without use of Confidential Information.

3. Obligations of the Receiving Party

The Receiving Party agrees to:
   •    Use the Confidential Information solely for the agreed purpose.
   •    Not disclose, copy, or distribute the Confidential Information to any third party without prior written consent of the Disclosing Party.
   •    Protect the Confidential Information with at least the same degree of care as its own confidential information, but not less than reasonable care.
   •    Return or destroy all Confidential Information upon request of the Disclosing Party.

4. Legal Disclosure

If the Receiving Party is required by law to disclose Confidential Information, it must promptly notify the Disclosing Party and allow reasonable opportunity to seek protective measures.

5. Ownership

All Confidential Information remains the sole property of UTOWN Innovations Corporation – Grab N Go Bar.

6. No Warranty

Confidential Information is provided “as is” without warranties of any kind.

7. Remedies and Penalty

The Receiving Party acknowledges that unauthorized disclosure or misuse may cause irreparable harm to the Disclosing Party.
   •    In addition to any other remedies available in law or equity, the Receiving Party agrees to pay the Disclosing Party a penalty of One Million Philippine Pesos (₱1,000,000.00) for each breach of this Agreement.
   •    The Disclosing Party may also seek injunctive relief, damages, and recovery of legal costs.

8. Limitation of Liability

The Disclosing Party shall not be liable for any incidental or consequential damages arising from the disclosure of Confidential Information.

9. Term

This Agreement takes effect upon acceptance and continues for one (1) year unless earlier terminated. The confidentiality obligations survive termination.

10. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Philippines.

11. Entire Agreement

This Agreement sets forth the entire understanding between the parties regarding confidentiality and supersedes any prior agreements or understandings.

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ACCEPTANCE

By ticking the box below and clicking “I Agree,” you acknowledge that:
   •    You are authorized to accept this Agreement,
   •    You have read and understood its terms, and
   •    You agree to be bound by all provisions, including the ₱1,000,000 penalty for breach.