Confidentiality Agreement

CONFIDENTIALITY AGREEMENT This Deed of Agreement is made on the 2nd day of November 2009 BETWEEN cr8v Web Solutions, inc.

whose registered office is at #4 Gemini St., Villarica Subd. Cainta, Rizal (“the Company”)

and; Madellaine E. Santiago

whose address is at B.16, L.21, Area H, Phase 1, San Rafael St., Teacher's Village, Sapang Palay, CSJDM, Bulacan (“the Employee”)

WHEREAS 

The Company employs the Employee. The company undertakes highly confidential web development for a number of companies.



The Company’s success and the security of the Employee’s employment depend on the Company ensuring to its clients and prospective clients that complete confidentiality will be maintained throughout the development of the product.



Due to client demands, the Company has made it a prerequisite for continued employment for all employees to sign an undertaking in the form of this deed.



The Company wishes to clarify the Employee’s obligations in respect of any intellectual property created by the Employee during the course of their employment with the Company

THE EMPLOYEE AGREES AND UNDERTAKES AS FOLLOWS: 1. Definitions 1

In this deed of agreement the following words and phrases shall have the following meanings “Confidential Information” shall mean all information or data disclosed to the employee or of which the Employee becomes aware as a result of his/her employment with the Company (whether in writing, orally or by any other means). Confidential Information shall include but not be limited to: -

examples, proofs or instructions from Clients;

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completed works (including specifically but not limited to specifications, source codes and software installers) created by the Company for any client, customer, or other third party;

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client details, addresses, contact details, orders and prices;

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the Company’s management accounts; business (including technical) data, marketing plans, financial information, management systems, customer and supplier databases, production information, product test results, marketing opportunities whether identified or under investigation, deeds of agreements or other contracts in effect or under negotiation, proposed alliances and business strategies; and any other information concerning the confidential affairs of the Company, its clients, prospective clients and suppliers; such secrets or information having been delivered or made available to the Employee in whatever form, including by electronic transmission, verbally, in writing or in machine readable form.

“Information” means any data, ideas, method or information, which is not an Invention of Work, generated by the Employee during the course of his or her work for the Company relating to the business, finance or affairs of the Company. ”Invention” means any invention relating to or capable of being used in the business of the Company. “Work” means any discovery, design, database or other work (whether registrable or not and whether a copyright work or not) which is not an Invention and which the Employee creates or is involved in creating during the course of his employment and which relates to or is capable of being used in those aspects of the businesses of the Company in which he/she is involved. 2. Confidentiality

2.1

In the course of the Employee’s work with the Company he/she may acquire or develop Confidential Information related to the products and services produced and provided by the Company and any other business or activities of the Company. Without prejudice to the common law duties which the Employee owes to the Company he/she undertakes that he/she will not, except in the 2

performance of his/her duties, use or disclose to any person (including any member of his or her immediate family), firm or Company any of the Company’s Confidential Information. This restriction will continue to apply after the end of his/her employment by the Company without limit in time but will not apply to trade secrets or Confidential Information which become public other than through unauthorized disclosure by the Employee. 2.2

The employee will not, except in the proper performance of his duties and with the expressed consent of his supervisor, make copies of any computer files, papers, proofs, or other Confidential Information belonging to the Company, client or prospective client.

2.3

The employee will not introduce any of his/her own computer files into any computer used by the Company in breach of any Company policy.

2.4

The employee further undertakes that he/she will use all reasonable endeavors to prevent the unauthorized use or disclosure of Confidential Information and will immediately inform the Company if he/she becomes aware of the possession, use or knowledge of any Confidential Information by any person not authorized to posses, use or have knowledge of the Confidential Information and will at the Company’s request provide such reasonable assistance as is required to deal with such a situation.

2.5

In the course of the Employee’s employment he/she is likely to obtain trade secrets and Confidential Information belonging or relating to the Company and other persons. The employee undertakes that he will treat such information as if it falls within the terms of clause 2.1 and clause 2.1 will apply with any necessary amendments to such information. If requested to do so by the Company the Employee will enter into an agreement with the company and any other person in the same terms as clause 2.1 with any amendments necessary to give effect to this provision.

2.6

Any breach of the Employee’s duty of confidentiality owed to the Company or the undertakings set out above will be treated as Gross Misconduct in accordance with the Company’s disciplinary policy and may lead to the Employee’s dismissal.

3. Intellectual Property Rights. 3.1

All Inventions and Works created or made by the Employees during the course of his or her employment with the Company will be the property of the Company.

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3.2

The Employees will promptly inform the Company if he makes or is involved in making an Invention or Work during the course of his or her employment with the Company and will give the Company sufficient details of it to allow the Company to assess the Invention or Work.

3.3

The Employee will act as a trustee for the Company in relation to any Invention or Work created during the course of his or her employment with the Company and will, at the request and expense of the Company, do everything necessary to vest all rights, title and interest in it in the Company or its nominee (as legal and beneficial owner) and to secure full patent or other appropriate protection anywhere in the world.

3.4

If the Employee generates any Information or is involved in generating any information during the course of his or her employment with the Company he/she will promptly give to the Company full details of it and he/she acknowledges that such Information belongs to the Company. Notwithstanding the Employee’s obligations under this clause and clause 3.2 above, it shall not be a breach of this Agreement for the Employee to fail to notify the Employer of any Information or Work that might reasonably be considered to be of a routine or ordinary nature.

3.5

If the Employee becomes aware of any infringement or suspected infringement of any intellectual property right in any Invention, Work or Information he/she will promptly notify the Company in writing.

3.6

The Employee will not disclose or make use of any Invention, Work or Information without the Company’s prior written consent unless the disclosure is necessary for the proper performance of his/her duties.

3.7

Rights and obligations under clause 3 will continue after the termination of this Deed of Agreement in respect of all Inventions, Works and Information made or obtained during the course of his/her employment with the Company and will be binding on the personal representatives of the Employee.

4. Power of Attorney By entering into this Deed of Agreement the Employee irrevocably appoints the Company to act on his or her behalf to execute any document and do anything in his or her name for the purpose of giving the Company (or its nominee) the full benefit of the provision of the Deed of Agreement or the Company’s entitlements under statute. 5. Return of Property At any time during or after the Employee’s employment with the Company (at the request of the Company) the Employee will immediately return to the Company; all documents and other materials (whether originals or copies) belonging to the Company or client. Furthermore the Employee will not after such a request or after the end of 4

his/her employment with the Company retain any original or copies of any materials, other information or property belonging to the Company or client.

THIS DEED OF AGREEMENT is executed as a Deed and is delivered on the set out at the commencement of this Deed of Agreement.

EXECUTED AS A DEED by cr8v Web Solutions, inc.

EXECUTED as a DEED by

)

…………………………………………………

)

Francisco Matthew G. Roman

)

Chief Executive Officer

)

…………………………………………………

)

Madellaine E. Santiago

)

QA Specialist

In the presence of: Witness Signature: ……………………………….. Name : ……………………………………………..…… Address: ………………………………………….…….

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