MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement (the "Agreement") duly executed and

entered into by and between the following:

AUTHORITY (hereinafter referred to as "TESDA'), a national agency of the government duly mandated by law to develop the middle level manpower, with postal and business address at TESDA Complex, East Service Road, South Super Highway, Taguig City, represented herein by its Director General, SECRETARY EMMANUEL JOEL J. VILLANUEVA;
-and-

The

TECHN

ICAL

EDUCATION

AND SKILLS DEVELOPMENT

The BUSINESS PROCESSING ASSOCIATION OF THE PHILIPPINES (hereinafter referred to as "BPAP"), a private association duly established and operating under the laws of the Republic of the Philippines which is the umbrella organization for the information technology and business process outsourcing ("|T-BPO') industry in the Philippines, and vihich serves as the one-stop information and advocacy gateway for the country's key IT-BPO services sectonrvith over 250 company members, including 4 association members, represented herein by the Chairman of the Board of Trustees, Mr. Alfredo Ayala
WITNESSETH THAT:

WHEREAS, TESDA is mandated by law to promote the development, efficient allocation and utilization of the middle level human resources of the country to accelerate economic and social groMh;

WHEREAS, TESDA is implementing the TRAINING FOR WORK SCHOLARSHIP PROGRAM (TWSP) in support of the manpower development program of the government;
WHEREAS, BPAP is organized to promote the competitive advantages and the groMh potential of the Philippines in existing and new areas of outsourcing by creating a supportive environment for the Philippine IT-BPO
industry;

WHEREAS, BPAP, as an industry organization, has the capability to assist TESDA in implementing the TWSP in a cost-effective and sustained
manner,

WHEREAS, BPAP, as lead organization of IT-BPO, has established its reputation and capability to help its member companies and associations to develop the latter's manpower pool through strategic tie-ups with schools,
institutions and government;

WHEREAS, TESDA and BPAP support the thrust of President Benigno Simeon Aquino lll in establishing public-private partnerships to augment the limited government resources and share expertise in delivering service to the public while promoting economic growth in the country; NOW, THEREFORE, BE lT AGREED, as it is HEREBY AGREED, that TESDA and BPAP shall implement the Industry-BasedTraining for Work Scholarship Program (hereinafter referred to as "|-TWSP") under the following terms and conditions:

1. The main objective of the partnership is to create a pool of qualified, gdobally competitive, and job-ready workforce needed by IT-BPO
comDantes

2. TESDA and BPAP, under the TWSP lmplementing Guidelines (the

"Guidelins"), willjointly manage the scholarship fund in the amount of FOUR HUNDRED MILLION PESOS (PhP400,000,000.00) to be granted under this Agreement that will be used to train near-hires in the IT-BPO industry for pre-employment training, and re-tooling of incoming workers in the IT-BPO sector.
3. TESDA shall allocate scholarship vouchers in the amount of FOUR HUNDRED MILLION PESOS (PhP400,000,000.00) to BPAP within the duration of this project in accordance with the Guidelines. The amount shall be used in accordance with the established training cost and training duration for each specific and applicable qualification/program.lt is understood that the release, management, and utilization of this amount shall be in accordance with the Guidelines and additional implementing guidelines that may be formulated by TESDA, whenever
necessary.

4.

BPAP shall engage the different associations, to wit: the Contact Center Association of the Philippines (CCAP), Philippine Software Industry Association (PSIA), Healthcare lnformation Management Outsourcing Association of the Philippines (HIMOAP), Animation Council of the Philippines Inc (ACPI), Game Development Association of the Philippines (GDAP), and National ICT Confederation of the Philippines (NICP) for the allocation of the I-TWSP related to their training. These associations will in turn engage TESDA-certified companies and training institutions with TESDA-registered programs to undertake the training of qualified near-hires.BPAP shall ensure and

require that the companies and training institutions to be selected by the associations shall comply with TESDA's existing regulations.

5. The success of the implementation of the program is based upon the

close working relationship and strong commitment between the partners with committed employment rate of at least seventy percent (7Oo/o) of the graduateswithin six (6) months from the scholar's graduation.

In line with the government thrust of creating a public-private partnership to augment the limited public funds and share expertise, BPAPcommits to establish and maintain a training development fund which shall be used for future trainings of near-hires within the industryand for the promotion of training programs under this Agreement. The amount that will be set aside by BPAP for this purpose shall beat least:
6.
20% of the total training cost for each graduate hired in the case of call center training 10% of the total training cost for each graduate hired in medical transcription, software, animation and game development training The said amount shall be managed solely by BPAP and shall be utilized exclusively for the training of additional near-hiresand for the promotion of training programs under this Agreement. :

The development fund referred to in this paragraph is separate and distinct from the development fund created under previous MOAs entered into by the different associations with TESDA. BPAP, in coordination with such associations, undertakes to submit periodic reports to TESDA regarding the regularity of its contribution to this fund. Such reports,
part in the management of such funds.

however, are only meant to ensure that BPAP complies with its commitment and should not be construed as an involvement on TESDA's

TESDA and BPAP hereby agree to establish operational guidelines that will facilitate their coordination regarding instances where TESDA will directly grant BPAP members with scholarship funding support fromthe TWSP program outside of what is granted under this Agreement This provision should not be construed to mean that TESDA is required to secure BPAP's approval for the same.
7.

8. ln case one party violates any of the provisions of this Agreement, the
other party may terminate the same, and such termination shall take effect after the lapse of thirty (30) days from receipt of the notice of termination by the other party During the said thirty-day period, the parties shall amicably negotiate to immediately resolve all disputes concerning the implementation of said Agreement, failing which the termination shall take

effect after the lapse of said period. To ensure adequate protection of the interests of TESDA, BPAPagrees to hold itself liable for actual damages that may arise on account of its breach, provided that it can be shown that such damages are directly attributable to BPAP's gross negligence or misconduct, including willfulnon-compliance with TESDA's existing guidelines and regulations.

9. This Agreement shall not preclude TESDA from entering into similar agreements with other entities. Moreover, it should not be construed as a limitation on TESDA's discretion and authority to grant funding to other associations in the industry whether or notthey are members of
BPAP.

10. The nullity of specific stipulations in this Agreement as may be judicially determined shall not render the remaining provisions void.
1-1. ln case of disputes arising from this Agreement, the parties agree to first exhaust all remedies between themselves before resortino to court

action.

parties.

'12. This Agreement may

be modified only by written approval of both

:

13.This Agreement shall become valid and effective upon signing by both parties.

OcT z 5 lN WITNESS WHEREOF, the parties hereunto signed this -- 2011. For the:
TECHNICAL EDUGATION AND SKILLS DEVELOPMENT AUTHORITY

2011

of

For the:
BUSINESS PROCESSING ASSOCIATION.OF THE PHILIPPINES

Sec, EM MAN Director

JOEL J. VILLANUEVA

ALFREDO I. AYALA Chairman, BPAP Board of Trustees

WITNESSES

/Z e"t z
SEC. FLORENCIO B. ABAD
Department of Budget and Management GIL IAN JOYCE VIRATA

Senior Executive Director/O lC.

BPAP

ACKNOWLEDGMENT

REPUBLIC OF THE PHTLTPPTNES ) Makati City ) S.S

persons, with their Community Tax Certificates, personally known to me (or proved to me on the basis of competent evidence of identity) to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their free and voluntary act and deed, and the free and voluntary act and deed of the corporations or entities herein represented to wit:
Name

Gov't lssued lD (with date/place of issue)

Comm. Tax Cert. (with date/place of issue)

SEC. EMMANUEL JOEL J. VILLANUEVA ALFREDO I. AYAI-A

Bulacar't

- 00- a

ilalali

e,t!

This instrument refers to a Memorandum of Agreement, consisting of pages including this page on which this acknowledgment is written. )

WITNESS MY HAND AND SEAL on mentioned.

the date and at the place first above

Doc. No. Page No. t8 Book No. Jr Series of 2011.

t4;
Roll Nc' 5$220