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MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement (Agreement) is made and executed this day of August 2013 by and between the following parties subscribing and consenting hereto, and herein each referred to as a Party and collectively as the Parties.

UNITED SCHOOL OF SCIENCE AND TECHNOLOGY (USST) COLLEGES, INC. (hereinafter referred to as USST), an educational institution with principal office located at Brgy. San Isidro, Tarlac City, existing under the laws of the Philippines and duly registered with the Commission on Higher Education (CHED) duly represented by its President, ATTY. JOSE JAT J. TABAMO IV; and SUTHERLAND GLOBAL SERVICES PHILIPPINES, INC. (hereinafter referred to as SUTHERLAND), a foreign corporation duly organized and existing under the laws of the Cayman Islands and licensed to transact business in the Republic of the Philippines, with registered branch office at 12th Floor Philplans Corporate Center, Kalayaan Avenue and Triangle Drive, Fort Bonifacio, Taguig City, Philippines, duly represented herein by its AVPFinance, TERESITA L. BRAVO. -WITHNESSETH THATWHEREAS, the Parties recognize the need for the employment of every graduate to help them secure a bright future; WHEREAS, while USST upholds its commitment to ensure the employability of its graduates, SUTHERLAND aims to help provide training as well as employment opportunities to talented, qualified and energetic students/graduates; WHEREAS, USST endeavors to tie up with institutions and companies for the training of its students (hereinafter, trainees) in order to equip them with the necessary skill sets for possible employment in business process outsourcing organizations like SUTHERLAND, as well as to strengthen possible linkages for the future employment of its students with these companies; WHEREAS, the Parties agree to cooperate and align their efforts in order to provide valuable real-world training opportunities available for selected incumbent students of USST. NOW THEREFORE, for and in consideration of the abovementioned premises, the Parties hereto mutually agree as follows:

1. Term. The term of this Agreement shall be effective from _______________ 2013 (Effective Date) and shall be valid for __________________, i.e., up to __________________ (Term), unless earlier terminated by either Party upon giving the other Party prior written notice of thirty (30) days. The Parties may choose to renew this Agreement for such duration as well as the terms and conditions as may be agreed upon by the Parties provided that written notice of its intention to renew this Agreement is given to the other Party (30) days prior to the date of expiration of this Agreement.

2. Training Programs SUTHERLAND may, at its sole and absolute discretion, offer any or all of the following Training Programs to USST: a. Language Training This will enhance students proficiency level in English by learning proper grammar, neutral accent and such other aspects in relation thereto. Sutherland may, at its own discretion, review the existing language curriculum offered by USST, and if needed, Sutherland may offer a tailor-fit language program which USST may integrate in its curriculum or otherwise offer as an elective course. USST shall nominate a faculty member who will undergo a training program for at least forty-five (45) to sixty (60) hours with Sutherlands trainer and will be trained and certified by Sutherland to roll-out the language program in USST.

b. c. d.

3. Responsibilities of USST. 3.1 USST shall, in an exclusive partnership with SUTHERLAND, establish and offer a program that will train select graduating students for possible placement in business process outsourcing operations and/or any professional work environment, in general, by equipping them with training on various related disciplines and necessary skill sets. USST shall not enter into the same or similar arrangement with any other entity without the prior written approval of SUTHERLAND. 3.2 USST shall by its own means and volition, identify accurate, qualified and interested candidates for training as well as possible employment prospect database upon request of SUTHERLAND, based on the qualifications and requirements as may be provided by SUTHERLAND and shall endorse the same to SUTHERLAND together with the candidates pertinent contact details. 3.3 USST shall, except for the training materials to be provided by SUTHERLAND as discussed herein, provide, free of charge and for the term of this Agreement, dedicated training location, work stations, connectivity, and security of the participants as well as utilities such as water, electricity, etc. for the training sessions; 3.4 USST shall secure the necessary authorities from its board of directors and officers and/or stockholders as much as it commits to apply for and secure the permits, licenses, or authorizations from private and government institutions necessary for the implementation of this Agreement as may be prescribed by law. 3.5 USST shall likewise ensure that the trainees fully understand and formally acknowledge that this Agreement does not render them employees of SUTHERLAND. 3.6 USST shall itself comply with, and shall encourage and monitor the trainees to ensure that they abide by and respect SUTHERLANDs rules and regulations and shall comply with those relevant to the Training Program. This shall include, but shall not be limited to, SUTHERLANDs Code of Conduct, House Rules as well as Confidentiality and Non-Disclosure Agreement. 4.Responsibilities of