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compensation, that is prejudicial to the USTDI’s business and operations, and/or which
                   utilizes any skill, contacts, information, and/or knowledge obtained while training and/or
                   working with the USTDI, c) he/she will not directly or indirectly seek to hire away any of
                   the  USTDI’s  other  employees,  staff,  representatives,  and/or  other  persons  working  for
                   USTDI: and d) he/she is not allowed to work full-time to any company or private entity
                   even if it is not in competition with USTDI.

                          5.     CONFIDENTIALITY, NON-DISCLOSURE, NON-COMPETITION
                   - The EMPLOYEE shall not divulge in any manner, directly or otherwise, confidential
                   matters  in  any  way  related  to  the  business,  organization  and  operations  of  USTDI,
                   including the terms of this Agreement, which he may come to know or be privy to as a
                   result, directly or indirectly, of his engagement with USTDI. Further, the EMPLOYEE
                   shall not divulge confidential matters related to any project that USTDI is involved in,
                   including but not limited to processes, marketing and/or promotion plans and details, all
                   other details and processes, and any and all related matters and/or information, posting
                   USTDI  products  in  personal  websites  or  in  social  media  networks  and  disclose  his
                   Enterprise  Resource  Planning  (“ERP”)  password  to  anybody.  Furthermore,  the
                   EMPLOYEE  shall  refrain  from  making  unnecessary  comments,  remarks  or  actuations
                   regarding USTDI, its business, operations, productions and projects that may later prove
                   detrimental and/or prejudicial to USTDI.

                          During the term of this Agreement, the EMPLOYEE will not at any time, in any
                   manner  whatsoever,  directly  or  indirectly  engage  in  any  activity  prejudicial  to  or  in
                   competition with the interest, business and operations of USTDI, unless USTDI gives its
                   written consent to said activities.

                          The EMPLOYEE understand that the position he holds is a position of trust and
                   confidence, which he shall not, during the term of his employment with the USTDI and for
                   a  period  of  one  (1)  year  after  the  termination  of  the  Contract  with  USTDI,  form  a
                   business/venture/endeavour which would directly or indirectly compete with the business
                   of USTDI, accept employment from, or contract to render services to, any person, firm or
                   corporation  involved  in  a  business  or  undertaking,  would  directly  or  indirectly  in
                   competition or in conflict with, or in any way prejudicial to the business or interest of
                   USTDI as well as its Clientele.

                          6.     COMPLIANCE  WITH  COMPANY  RULES  -  The  EMPLOYEE
                   undertakes and commits to comply with the COMPANY’s norms, rules, and guidelines
                   relative to work performance, labor standards, operating procedures, personnel conduct
                   and ethical rules, and other COMPANY rules and regulations, provided he/she is notified
                   of said COMPANY rules and guidelines.

                          7.     INJUNCTIVE RELIEF - The EMPLOYEE hereby expressly agrees that
                   USTDI shall be entitled to injunctive and other equitable relief to prevent a breach, or
                   restrain  further  breach,  of  this  agreement  by  the  EMPLOYEE.  For  this  reason,  the
                   EMPLOYEE waives any procedural right to be heard on an injunctive relief and expressly
                   offers no objection to such ex-parte application thereof by USTDI.

                          Resort to injunctive relief and other equitable relief, however, shall not be construed
                   as a waiver of any other rights or remedies or causes of action which USTDI may have, or
                   may  maintain,  whether  this  be  independent  of  or  simultaneous  with,  the  action  for
                   injunctive relief.

                          In case of breach with any of the provisions stated herein, the EMPLOYEE shall
                   be  liable  to  pay  USTDI  liquidated  damages  in  the  amount  of  not  less  than  FIVE
                   HUNDRED THOUSAND PESOS (PHP 500,000.00).




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