CONFIDENTIAL DISCLOSURE AGREEMENT

This AGREEMENT (“Agreement”) is made as of _____ 2022 ("Effective Date") between Royal Canin Philippines, Inc. with offices
at 24th Floor SM Aura Tower 26th St. Cor McKinley Parkway Bonifacio Global City, Taguig 1634 (“Mars Unit”), and NAME

[ ], with offices at ADDRESS [ ]

(“Company”), (each a “Party” and collectively the “Parties”).

Mars Unit and Company are engaged in discussions relating to the possible participation of Company in the Royal Canin Club, and all
activities ancillary to or related thereto (the “Purpose”). In furtherance of the Purpose, Mars Unit may make available to Company
such proprietary and confidential information belonging to Mars Unit, its affiliates and/or third parties, including without limitation
business, technical, strategic and financial information and samples and information derived from any of the foregoing (“Confidential
Information”) as Mars Unit, in its sole discretion, determines appropriate. To permit Company to receive such Confidential
Information, the Parties agree as follows:

1. Company agrees:

(a) to maintain the Confidential Information in confidence;

(b) to limit access to the Confidential Information to only those of its personnel who reasonably require access to the
Confidential Information for the Purpose;

(c) not to disclose the Confidential Information to any third party without the express, prior written consent of Mars
Unit, except that Company may disclose Confidential Information to those professional advisors, consultants and
agents who have a genuine need-to-know only to the extent necessary for the Purpose if (but only if) Company first
(i) notifies them of the confidential nature of the Confidential Information and (ii) ensures that they each are bound
in writing to obligations at least as restrictive as those in this Agreement ;

(d) not to use the Confidential Information in any way other than for the Purpose;

(e) not to analyze samples for composition without Mars Unit’s written consent; and

(f) upon Mars Unit’s written request, to promptly return or destroy the Confidential Information, including all copies of
and materials incorporating the Confidential Information.

Nothing contained in this Agreement in any way restricts or impairs Company’s right to use, disclose, or otherwise deal with
any information that: (a) at the time of disclosure is available to the public or thereafter becomes available to the public by
any means other than an act or omission of Company or any Company affiliate, professional advisor, consultant, agent or
other related party; (b) was in Company’s lawful possession prior to the time of disclosure hereunder and not otherwise
received from Mars Unit; (c) is independently made available to Company as a matter of lawful right by a third party without
a restriction on use or disclosure; or (d) is independently developed by Company without use of the Confidential Information
as demonstrated by Company’s written records.

The parties understand and agree that no Personal Data (as defined below) will be disclosed under this Agreement.
Notwithstanding the foregoing, in the event that Mars Unit discloses Personal Data under this Agreement, Company agrees to
comply with all applicable Data Privacy Legislation, and (i) any information comprising Personal Data disclosed under this
Agreement and (ii) the terms and conditions of this Agreement will be deemed Confidential Information in all instances. For
purposes of this Agreement, “Data Privacy Legislation” means all laws and regulations, in any country of the world, which
protect the privacy rights of individuals, in so far as those laws and regulations apply to the Processing of Personal Data in
connection with this Agreement, including without limitation data protection legislation enacted by the European Union (EU)
and EU Member States, US federal and state laws relating to data privacy, and similar measures; “Personal Data” means
any information which relates to an identified or identifiable living individual which is Processed by Company for the
purposes of performing Company’s obligations under this Agreement (and for this purpose an identifiable individual is one
who can be identified, directly or indirectly, (i) from that information or (ii) from that information and any other information
which is in the possession of, or likely to come into the possession of, the entity controlling the Processing of that
information); and “Processing” means any operation or set of operations which is performed upon Personal Data, whether
or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval,
consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination,
blocking, erasure or destruction.

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2. If Company receives a request pursuant to a law or regulation purporting to require disclosure of all or part of the
Confidential Information, Company agrees to promptly notify Mars Unit of such request in writing and permit Mars Unit to
take such protective action as it deems appropriate. Thereupon, Company may disclose the specified required Confidential
Information only to an authorized person, entity or agency to the extent required by law or regulation, subject to maximum
available confidentiality restrictions.

3. Company acknowledges that, as between the Parties, the Confidential Information remains the sole property of Mars Unit
and nothing in this Agreement grants to Company any right or license under any patent, trademark or other intellectual
property right of Mars Unit or its affiliates. This Agreement does not constitute an offer or commitment by Mars Unit to
enter into any further agreement with Company.

4. Company acknowledges that all trademarks, logos, service marks or trade names of Mars Unit and its affiliates, whether or
not registered, are valuable and have attained a high degree of goodwill throughout the world. Company agrees it shall not
use such trademarks, logos, service marks or trade names under any circumstances (including, but not limited to, publicity
releases, websites, marketing materials and customer lists) without Mars Unit’s prior written approval.

5. Company will indemnify Mars Unit and its affiliates for any liability, damages and costs (including, but not limited to, court
costs and reasonable attorneys fees) arising in connection with the use and/or disclosure of the Confidential Information in
breach of this Agreement by Company or any third party to whom Company has made Confidential Information available.
Company’s indemnification obligations will survive the expiration or termination of this Agreement.

6. Company acknowledges the irreparable damage to Mars Unit that could result from unauthorized use or disclosure of the
Confidential Information. Accordingly, in the event of any actual or threatened breach of this Agreement, Mars Unit will be
entitled to seek injunctive and/or other equitable relief without a requirement to post bond. Company will reimburse Mars
Unit for all costs incurred in seeking to enforce Company’s obligations under this Agreement. Promptly upon becoming
aware of any breach of this Agreement, Company will notify Mars Unit of the breach and provide Mars Unit with all
available information regarding the breach.

7. Company acknowledges that Mars Unit is not obligated to supply any Confidential Information under this Agreement and
that no representation or warranty is given by Mars Unit about the accuracy or completeness of any Confidential Information.
Mars Unit will have no liability to Company resulting from the use of the Confidential Information hereunder. In providing
Confidential Information, Mars Unit does not undertake to provide any additional information or to update or correct
inaccuracies which may become apparent in any Confidential Information.

8. This Agreement is effective as of the Effective Date. It will continue for 1 year from the Effective Date and will
automatically renew for additional consecutive 1 year terms thereafter unless terminated by either Party by providing prior
written notice to the other Party. Company’s obligations will survive termination or expiration perpetually unless prohibited
by applicable law, in which case Company’s obligations will remain in effect for the maximum length permitted by law.

9. Should any provision of this Agreement be found to be unenforceable, in whole or in part, by a court or governmental
authority with competent jurisdiction the remaining provisions of this Agreement will remain in full force and effect and, to
the extent possible, the Parties will replace the unenforceable provision with a new legally valid provision to achieve the
purpose of the invalid provision.

10. This Agreement may be executed in any number of counterparts, all of which together will constitute a single agreement.
Executed Agreement documents transmitted electronically are considered original documents.

11. This Agreement will be governed exclusively by, and construed in accordance with, the internal laws of the Philippines. Each
Party hereby (a) submits to the exclusive jurisdiction of courts of or in Philippines over any disputes under this Agreement,
(b) waives any objection to such jurisdiction and (c) if such right exists, waives its right to a jury trial in any dispute arising
under this Agreement.

12. This Agreement contains the entire agreement of the Parties with respect to its subject matter and supercedes all prior or
contemporaneous written or oral agreements between the Parties relating to such subject matter. All amendments to this
Agreement must be made in writing and signed by authorized representatives of both Parties. This Agreement will apply in
lieu of and notwithstanding any legend on Confidential Information. This Agreement is personal to Company; it may not be
assigned by Company to another without the written consent of Mars Unit. This Agreement inures to the benefit of, and is
binding upon, the Parties and their respective successors and authorized assigns. Any purported assignment that does not
comply with this paragraph will be ineffective.
13. All notices required under this Agreement must be in writing by means capable of recording delivery and will be deemed to
have been duly given on the earlier of actual receipt or (a) time of delivery, if delivered by registered mail, Federal Express,
DHL or other express courier service during the normal business hours of the recipient; or (b) time of sending, if transmitted
by written telecommunication (subject to confirmation of receipt in complete legible form) during normal business hours of
the recipient; and in each case addressed as set forth below:

If to Mars Unit:

Royal Canin Philippines, Inc.

24th Floor SM Aura Tower
26th St. Cor McKinley Parkway
Bonifacio Global City, Taguig 1634

Attn: Francois Poncon

Facsimile: [___________]
Email:

If to Company:

[Breeder Name]
[Breeder Address]

Attn: [___________]
Facsimile: [___________]
Email: [___________]

Signed and delivered by the duly authorized representatives of the Parties as of the Effective Date.

Royal Canin Philippines, Inc. [Breeder name]

By: ______________________________ By: ______________________________

Name: _____Gerard Poa_________ Name: ____________________________

(Please Print) (Please Print)
Title: Country Head, Royal Canin Philippines Title: _____________________________