MEMORANDUM OF AGREEMENT

Between

DMM Infotech Services & Solutions, Inc.

OCTAL PHILIPPINES, INC.
PROPLE, Inc.

And

Menwin Alexander L. Manimtim

OCTAL PHILIPPINES, INC.

MEMORANDUM OF AGREEMENTOF AGREEMENT

This Memorandum of Agreement is entered into this _____ day of _______________
20154 at Quezon CityMandaluyong City, Philippines:
Between
DMM Infotech Services & Solutions, Inc.Octal Philippines, Inc., a company
registered under the Laws of Philippines, having its office at Unit 6E Tower 1,
Globe Telecom Plaza Pioneer St, Mandaluyong CityGround Floor QY
Building 233 Tomas MoratoExtn, Brgy South Triangle Quezon City,
represented by its President , Doris S. BuningGEMINIANO QUE YABUT III,
hereinafter referred to as OctalInfotech;
And
PROPLE, INCMenwin Alexander L. Manimtim, an individual company with
residence at 105 Roma Building East Ortigas Mansion Ortigas Avenue
Extension Sta. Lucia Pasig Cityregistered under the laws of Philippines having a
registered office at 23F Robinsons Cybergate Center Tower 3, Pioneer Street,
Mandaluyong City, Philippines, represented its President & CEO, JOAQUIN
QUINTOS, hereinafter referred to as PROPLEAGENT, which expression shall
include the successors and its permitted assignees;
WHEREAS:,
a. The PROPLEAGENT is aa Philippine resident, with TIN No: 253-080-120-000-based
company is engaged in the business of providing
expertIT-enabled
solutionsaccounting and consulting services; addressing several geographies;
b. OctalInfotech is a Philippine company, with TIN No: 219___-687___-434___-000,
engaged in Consultancy business of software products and services;
c. OctalInfotech desires to establish a strategic relationship with the PROPLEAGENT
in order to leverage and complement in promotmarketingpromoting its products and
services and, provide end-to-end Netsuite software solutions both in the Application
Software Development and Deployment (Purpose). This Relationship only lays
out the broad framework of the collaborative relationship between the parties
herein for achieving the Purpose. Both the parties herein have agreed to put the
terms of their understanding in this Memorandum of AgreementUnderstanding
(MOAU) as on date herein mentioned.
d. The term pPParties herein shall mean OctalInfotech and PROPLEAGENT,
collectively, and the term Party shall be construed accordingly.
e. Netsuite is the framework and platform that will be used to deploy and implement
NetsuiteERP;
NOW THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants hereunder, the Parties agree as follows: THIS MEMORANDUM OF
UNDERSTANDING WITNESSETH AS
FOLLOWS:
2

1. Scope
OctalInfotech designates PROPLEAGENT as its Independent Contractor to focus on
promotmarketing Netsuite software solution and services by OctalInfotech to
PROPLEAGENT customers in Philippines on mutually agreed-upon terms. Such terms
agreed-upon on a project-to-project basis or a customer-to-customer basis shall
form an integral part of this MOAemorandum of Understanding in the form of
appendix document.

a. Referral Fee - For each referral made by the AGENT that results in the sale of
Infotech software and services (i.e. signing of Infotech proposal), AGENT shall
be entitled to a referral fee of 5% of the total amount contract value.
b.
c. Terms Payment of the referral fee to the AGENT will be made in full upon
collection of the down payment or initial payment from the referred client.
d.
2. PROPLEResponsibilities
The Parties hereby agree that PROPLEAGENT will initiate the following activities:
a. Promotion and UseSales and Marketing. Market and re-sellPROPLEAGENT will
promote the Netsuite software solution and services using the customized
framework developed by OctalInfotech. With OctalInfotechs consent, PROPLEAGENT
may create itsits own marketing campaigns or programs involving the solution.;
b. Project Management. OctalInfotech will be responsible in the delivery and
implementation of the software solution, but with properly documented coordination
with PROPLEAGENT.;
c. Support. OctalInfotechCTAL will
implementatione.d of Netsuite ERP.;

act

as

1st

level

of

support

for

the

d. Development of Strategies. PROPLEAGENT may develop its own strategy to

promotesell the NetsuiteETSUITEServicessoftware solution, with or without the
consent of OctalInfotech.;
e. User Application Training. PROPLEAGENT may provide training to its own clients
or customers where PROPLE had .implemented and deployed any Netsuite Services
[or NetsuiteERP]the system.;
3. OctalInfotech Responsibilities
a. OctalInfotech shallwould nominate an individual to exclusively handle all
collaborative business and technology issues with PROPLEAGENT, which shall be
referred to as .tThe nominated member Product Manager for ERP/CRM practice area.
b. OctalInfotech experts shallwould be available to PROPLEAGENT for all activities
deriving out of this relationship. The use of experts made available in such manner

would be specifically utilized to further the business and technology initiatives

under the purview of this MOAU and/or as mutually agreed upon.
c. OctalInfotech shallwould undertake Information Technology Projects in close
consultation with PROPLEAGENT. This MOAU excludes the mutually agreeable terms
of remuneration and/or revenue/profit-share. Separate documents shallwould be
drawn for each such project if and upon finalization.
4. Joint Responsibilities
a. Both the Pparties shall comply with prudent practices in protection of commercial
interest.;
b. Both the Pparties shall conduct a regularly progress review meeting in
accordance during time this agreement has been signed.;
5. Obligations of both Parties
a. OctalInfotech and/or PROPLEAGENT shallwould ensure punctual payment of all
dues payable by virtue of this MOAU to the other Pparty.
b. Both Pparties would implement adequate safety/security measures to prevent
unauthorized access to and use of confidential information of each other and,
wherever necessary, obtain confidential / secrecy / non-disclosure agreements from
its employees.
c. Both Pparties shallwould ensure compliance with all prevalent and applicable laws
and all liabilities arising there from would be to their respective accounts.
d. The PartiesPROPLE shall not, directly or indirectly interfere with, circumvent or
attempt to circumvent, avoid, by-pass, or obviate each other's interest, or the
interest or relationship between the "Parties" with any other third party, in
connection with any on-going or future "transaction" or "project" concerning the
subject matter of this MOAU.;
6. Intellectual Property and ConfidentialityIntellectual Property
a. Transfer of Rights: ConfidetialConfidential Information: Either TheReceiving Partyy
(the Receiving Party) acknowledgess and agreess that it shall not acquire any
right or interest in anythe Confidential Information received from the other Party
(the Disclosing Party) and that the Disclosing Party shall remain the sole Owner of
the Confidential Information including, but not limited to all patent, copyright,
trademark, trade secret, trade name, contract, industrial design, customer and
marketing data, business model and process, employee data, and other property
rights pertaining thereto, anywhere in the world. The Receiving Party shall not
manufacture, use, sell, or distribute the Confidential Information without the written
permission of the
dDisclosing pParty.;

b. Offer for Sale: The Parties acknowledge and agree that the disclosure of the
Confidential Information by the Disclosing Party to the Receiving Party does not
constitute an offer by the Disclosing Party for the sale, license or other transfer of
the Confidential Information. Except as may be expressly set forth herein, neither
Party shall have any financial or other obligation to each other in respect to the
Confidential Information. Any offer for sale, license, or other transfer of the
Confidential Information shall be made pursuant to a separate agreement.
c. Trademarks: The use by a Party of any logo, trademark or other mark owned by
the other Party or Affiliates of the other Party should be strictly limited to each
specific right as mutually agreed upon and should be requested permission every
time;
d. Return of Information: The Receiving Party will return to the Disclosing Party any
material in the Receiving Partys possession or control that bears, embodies or
refers to the Confidential Information of the Disclosing Party promptly, when
requested to do so by the Disclosing Party. Upon request being received with
regards return of Confidential Information, the Pparty receiving the request shall
provide to the Pparty making such request all copies including thereof, in physical
and electronic form. The Pparties undertake that they shall not retain in any form,
any Confidential Information in respect of which a request for return has been
received for more than seven (7) days.
e. Effects of Termination. In any case, upon termination of this MOAU, or if no
transaction has been concluded, or upon the cessation of discussion by the Parties
in connection with this MOAfor the Investments, whichever occurs first, each Pparty
shall return to the other all the Confidential Information provided by the other,
including any copies made by the Rreceiving Pparty, and shall not thereafter use or
disclose the Confidential Information provided by the other Pparty except as
expressly permitted in writing by the other Pparty.
f. Breach: UpoOn breach of any of the above,said obligation the affected Pparty may
canclaim damages, cost of suit, or seek injunction from the court of law against the
defaulting Pparty.; There shall be no breach of the foregoing provisions if disclosure
of any Confidential Information was made pursuant to an order or decree issued by
a court of competent jurisdiction or any governmental quasi-judicial body or agency;
or when such Confidential Information disclosed was made public or disclosed to the
defaulting Party prior to the execution of this MOA by the affected Party or a third
party who was not bound by any confidentiality.

7. Confidentiality
a. Both parties recognize that in the course of business transactions contemplated
under this Relationship each of them is likely to come into possession of confidential
information / data relating to the business, policies, strategies, financial affairs and

other similar information. Consequently, both parties agree that they would
maintain confidentiality in their dealings with each other and would not disclose to
any unauthorized person any such confidential informationor data. Both parties
agree that they would execute a separate Confidentiality /Secrecy / Non-disclosure
Agreement as appended, Appendix A.
8. Term and Termination
a. Term: This MOAU shall commence on the effective date and, unless modified by
the mutual written agreement of the parties, shall continue for one (1) calendar
year. The MOAU shall remain in full force and effect for a period of one (1) calendar
year. Details of the project(s) for which the PROPLEAGENT and OctalInfotech wishes
to engage into discussions with are, as set forth in Appendix B.
b. Termination: This MOAU may be terminated at any time prior to the expiration of
its term, on any event occurring, as follows:
i. By either Party by written notice to the other Party if a receiver, pursuant to a
bankruptcy proceeding or dissolution, shall have been appointed over the whole or
any substantial part of the assets of the other Party, or a petition or similar
document is filed by the other Party initiating any bankruptcy or reorganization
proceeding, or such a petition is filed against the other Party and such proceeding
shall not have been dismissed or stayed within sixty (60) days after such filing.;
ii. By either Party upon written notice if the other Party has breached the terms of
this MOU in any material respect and fails to cure such breach within thirty (30)
days after receipt of written notice of such default;
iii. In case of a Commercial Dead Lock between the parties.
In the event of termination, the Parties shall settle any debts owing to the other
Party and shall cooperate so as to provide smooth transition of PROPLEAGENTs
customers from Netsuit ERP to another system.

9. Representation and Warranties

The PartiesPROPLE represents and warrants (i) that theyPROPLE haves no
obligations, legal or otherwise, inconsistent with the terms of this MOAAgreement or
with each othersPROPLE 's undertaking this relationship with the other
PartyCompany, (ii) that the performance of the services called for by this MOA
Agreementdo not and will not violate any applicable law, rule or regulation or any
proprietary or other right of any third party, (iii) that theyPROPLE will not use in the
performance of their hisresponsibilities under this MOAAgreement any Cconfidential
Iinformation or trade secrets of any other person or entity, and (iv) that theyPROPLE
haves not entered into or will enter into any agreement (whether oral or written) in
conflict with this MOAAgreement.

10. Indemnification
Either PartyPROPLE (the Indemnifying Party) shall indemnify the other Party (the
Indemnified Party)Octal and save such Partythemselves and their Affiliates and any
cCustomers harmless from and against any adverse effects, the Indemnified
PartyOctal or any of their cCustomer may hereafter incur or be liable for, to the
extent caused by, by reason of, arising out of or resulting from (a) a bBreach of this
MOA by the Indemnifying Party, (b) any negligent aAct, omission or eError of the
Indemnifying Party,PROPLE or their its officers, employees and authorized
representatives; Associates (or their heirs, personnel representatives, executors,
successors and assigns)or (c) third party claims, asserting any claims of any nature
whatsoever arising from such negligence, omission or error of the Indemnifying
Party, its officers, employees and authorized representatives.
11. Assignment
This MOAU shall be binding upon and incur to the benefit of the Parties and their
legal successors and assigneesrepresentatives. Either PartyThe PROPLE shall
perform and provide all services anddoes not have the right to and shall not,
delegate, assign or subcontract any of its obligations or rights under this MOAU to
any third party without the prior express, signed, written consent of the other
PartyOctal (which may not be withheld for any or no reason), and even then the
Party delegating, assigning or subcontractingPROPLE shall remain primarily
responsible and liable for the timely and complete satisfaction of any obligations
here under.
12. Successors
This MOAU shall be binding upon and insure to the benefit of Parties and their
respectiveheirs, successors and, assigns and representatives.
13. Waiver
No waiver, delay, indulgence or failure to act by either Pparty regarding any
particular default of omission by the other Party shall affect or impair any rights or
remedies regarding that or any subsequent default or omission, unless that are
expressly waived in writing.
14. Governing Law and Venue
This MOAU shall be construed and interpreted in accordance with the laws of the
Philippines, and any action arising out of this MOAU shall be beforewith in the court
with competent jurisdiction in at theaccordance with the pertinent provisions of the
Revised Rules of CourtPhilippines.;
15. Arbitration
In case of any dispute or difference arising in respect of this MOAU the same will be
settled by a sole arbitrator appointed by both the Pparties under the provision and

laws of the Philippines, or any amendment, modification or supplemental thereto.

The venue of the arbitration proceedings shall be in Metro Manila,at the
PhilippnesPhilippines and shall be in English Language. To the extent permitted by
law, the arbitrators award shall be final and binding and the award shall be
enforceable in a competent court of law.
163. Continuing Obligation
Any rights and obligations under this MOAU that by their nature extend beyond the
terms of this MOAU shall survive any expiration or termination of this MOAU and
shall remain in effect until complete performance thereof has occurred.
14. Captions
All indexes, titles, subject headings, section titles, and similar items are provided for
the purpose of reference and convenience and are not intended to be inclusive,
definitive, or to affect the meaning or scope of this MOAU.
15. Execution Authority
The persons whose signatures appear below are duly authorized to enter this MOAU
on behalf of the Party for whom they sign.
Signed by:
________________________
Doris S. Buning
Manager/Senior System Consultant
DMM Infotech Services & Solutions, Inc.
GEMINIANO QUE YABUT III
President
Octal Philippines, Inc
Signed by:
__________________________
MENWIN ALEXANDER L. MANIMTIM
Agent
_________________
President &CEO
PROPLE Inc
WITNESSES:
____________________________ _________________________
(Printed name over signature)

(Printed Name over signature)

APPENDIX A
Non-Disclosure Agreement
The parties agree that the scope of the present MOU shall be as follows: - The
Consultant agrees that he shall safeguard the confidential information acquired by
him/ her pertaining to business relationship arising out of this MOU, herein
contained and shall not use or disclose any such information to third parties. The
parties herein agree that this agreement shall be in force for a period of one year
from the date of these presents and it may be further extended by mutual consent.
The Receiving Party shall not disclose to any person the confidential information
acquired in the course of the business without the prior written consent of the
Discloser. The Discloser shall provide the necessary materials required to the
Receiving Party for providing the service effectively. In respect to any dispute arising
in regard to the existence, validity or termination of the contract, it shall be settled
by means of arbitration under the Philippine Law. The venue of arbitration shall be
in the Philippines and the medium of arbitration shall be English.

Appendix B
Projects/Contracts under discussion