MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENT:

This Memorandum of Agreement is made and entered into this ________ day of ___________,
2017 by and between:
KABAYAN CABLE TV SYSTEMS INC., a corporation duly registered under and by virtue of
the laws of the Philippines with business address at 117 Roman Kalalo St. Brgy. Poblacion San
Jose, Batangas represented by its Corporate Secretary, MR. LAWRENCE S. TUPAZ hereinafter
referred to as the FIRST PARTY;
-and-
SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC), a duly registered
cooperative under the Cooperative Development Authority and with business address at Sorosoro
Ibaba, Batangas City represented by its Chief Executive Officer, HON. RICO B. GERON
hereinafter referred to as the SECOND PARTY;
WITNESSETH;
WHEREAS, FIRST PARTY is engaged in the business of installing, operating and
maintaining a cable television system facility, a guarantee of a Provisional Authority to operate in
San Jose, Batangas by the National Telecommunications Commission, and has the
equipment/facilities, including the head-end, to receive directly or indirectly over the air the signals
being broadcast by television or satellite stations;
WHEREAS, SECOND PARTY is likewise engaged in the business of installing,
operating and maintaining a cable television system facility, a grantee of Provisional Authority to
operate in Batangas, City and desires to consolidate its system with the FIRST PARTY;
WHEREAS, by sharing, FIRST PARTY shall receive directly or indirectly over the air
the signals being broadcast by television or satellite stations and shall amplify or otherwise
modulate and process the said signals and shall distribute the same, by cable, to its subscribers and
to SECOND PARTYs subscribers;
WHEREAS, the SECOND PARTY has agreed to render such services to the FIRST
PARTY with consideration agreed upon; and
NOW, THEREFORE, for and in consideration of the foregoing, this Agreement is entered
by and between the FIRST PARTY and the SECOND PARTY with the following covenants, to
wit:
I. GENERAL PROVISION
a. This Agreement constitutes the whole of this Agreement between the Parties hereto
relating to the matters dealt with herein and, save to the extent otherwise provided
herein, no undertaking, representation, term or condition relating to the subject
matter of this Agreement not incorporated in this Agreement, shall be binding on
any of the Parties;
b. No variation, addition, deletion, or agreed cancellation will be of any force or
effect unless in writing and signed by or on behalf of the Parties hereto. Failure or
delay on the part of any Party hereto in exercising any right, power or privilege
hereunder will constitute or be deemed to be a waiver thereof, nor will any single
or partial exercise of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege;
c. Save as otherwise herein provided, neither this Agreement nor any part, share or
interest therein nor any rights or obligations hereunder may be ceded, assigned, or
otherwise transferred without the prior written consent of the other Party;
d. Any consent or approval required to be given by any Party in terms of this
Agreement will, unless specifically otherwise stated, not be unreasonably
withheld;
e. Each Party agrees that, in its respective dealings with the other Party under or in
connection with this Agreement, it shall act in good faith; and
f. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which together shall constitute one and the same
agreement as at the date of signature of the Party last signing one of the
counterparts. The Parties undertake to take whatever steps may be necessary to
ensure that each counterpart is duly signed by each of them without delay.

II. RESPONSIBILITIES OF THE PARTIES

A. The FIRST PARTY shall undertake the following:
a. Acknowledges that they entered into an agreement individually with the
broadcasters/programmers of the television and satellite stations or their authorized
representative/agent for the right to receive the programs and the right to distribute the
same to their respective member-subscribers;
b. Acknowledges that it shall receive directly or indirectly over the air the signals
being broadcast by Programmers and shall amplify or otherwise modulate and
process the said signals and shall distribute the same, by cable, to its subscribers
and to SOROSORO IBABA DEVELOPMENT COOPERATIVE(SIDC)
member-subscribers;
c. FIRST PARTY shall be responsible for the proper installation, operation and
maintenance of the satellites, facilities, equipment and decoders;
d. FIRST PARTY warrants thats it is fully aware of the proper technical
specifications for the receipt of the signals of the Programs;
e. Further warrants that it shall maintain suitable facilities for the receipt of the signals
and retransmission of the programs signal to SOROSORO IBABA
DEVELOPMENT COOPERATIVE (SIDC) subscribers and shall comply with all
applicable local, provincial and national laws, rules and regulations regarding the
same;
f. FIRST PARTY agrees that it will bear any and all costs associated with receiving the
Programs, including but not limited to, installation costs and equipment maintenance
costs;
g. Understand that the selection, scheduling, substitution and withdrawal of any program
or portion thereof contained in all Programs, including the choice of Satellite on which
the Programs are delivered shall at all times remain within the sole and absolute
discretion and control of the Programmer
h. Warrant that they will prepare and deliver, separately and severally, to the
Programmers or their authorized representative a complete Subscriber Declaration
setting out their respective agreement entered with the Programmers or their agents.
i. FIRST PARTY waives the first monthly bill of the SECOND PARTY amounting to
Php 25,000.00.
j. To assist the SECOND PARTY in securing the necessary government licenses and
permits such as permit to operate, frequency allocations and other related permits from
the National Telecommunications Commission (NTC);
k. That Consist exclusively in the signing of the application forms and all other necessary
papers and documents relative to the securing of the proper governmental licenses,
permits and certificate of public convenience and necessity for the installation and
operation of the broadband services and bandwidth services, and to be available for
any other act that may be relative to the mentioned measures;
l. To allow the SECONDARY PARTY to use the franchise or license of the FIRST
PARTY; and
m. To establish a satellite office in Batangas City to ensure prompt and close coordination
with the SECOND PARTY in all matters related to the cable television system facility.

B. The SECOND PARTY shall undertake the following:

a. Acknowledges that they entered into an agreement individually with the
broadcasters/programmers of the television and satellite stations or their
authorized representative/agent for the right to receive the programs and the right
to distribute the same to their respective member-subscribers;
b. SECOND PARTY agrees that it shall receive the signals from the FIRST PARTY
and distribute the Programs to its member-subscribers in Batangas City;
c. SECOND PARTY shall be responsible for the proper installation, operation and
maintenance of the equipment/facilities, devices and materials required for its
member-subscribers to receive the Program from the FIRST PARTY;
d. Further warrants that it shall comply with all applicable local provincial and
national laws, rules and regulations regarding the same;
e. SECOND PARTY agrees that it will bear any and all costs associated with
transmitting the Programs to its subscribers including but not limited to, facilities
maintenance costs;
f. Understand that the selection, scheduling, substitution and withdrawal of any
program or portion thereof contained in all Programs, including the choice of
Satellite on which the Programs are delivered shall at all times remain within the
sole and absolute discretion and control of the Programmer.
g. In the event the subscriber of SOROSORO IBABA DEVELOPMENT
COOPERATIVE encounter a loss of signal, SOROSORO IBABA
DEVELOPMENT COOPERATIVE shall inform KABAYAN CABLE TV
SYSTEMS INC.in writing of such. KABAYAN CABLE TV SYSTEMS INC.
shall exert its best efforts to restore the said signal within twenty four (24) hours
from the written notice. After twenty four (24) hours and if the signal has not been
restored, KABAYAN CABLE TV SYSTEMS INC. shall inform SOROSORO
 IBABA DEVELOPMENT COOPERATIVE the reason/s for the loss of signal and
the earliest expected availability of the signals for the latters subscribers.
h. Warrant that they will prepare and deliver, separately and severally, to the
Programmers or their authorized representative a complete Subscriber Declaration
setting out their respective agreement entered with the Programmers or their
agents.
i. SECOND PARTY warrants that it shall pay one time the interconnection signup
fee amounting to ONE HUNDRED THOUSAND PESOS ONLY (Php
100,000.00) to receive the signal from KABAYAN CABLE TV SYSTEMS INC
head end.
j. SECOND PARTY warrants that it shall pay the interconnection fee monthly for
the amount of Php 25,000.00 for 625 active DSTB. Every additional active DSTB,
FIRST PARTY will charge SECOND PARTY the amount of Php 40.00 per active
DSTB.
k. In case SECOND PARTY delays or fails to pay in a span of two (2) months of
the interconnection fee in accordance with said agreement, SECOND PARTY
understands that authorized representative request FIRST PARTY to terminate the
services to the SECOND PARTY;

III. WARRANTIES AND UNDERTAKINGS

a. The FIRST PARTY warrants, represents and undertakes on an ongoing basis
that:
a.1 the Deliverables or Cable television system facility will be free from defect,
free from any Third Party rights and interests (including liens, charges and options)
and that the use or possession by the SECOND PARTY of any Deliverables or Cable
television system facility will not subject to SECOND PARTY to any claim for
infringement of any Intellectual Property Rights of any Third Party;
a.2 all documents, data, software or other materials relevant to the supply of
the products or services are kept under secure conditions with appropriate back-up
arrangements in place;
a.3 the FIRST PARTY has and will continue to have all rights in and to the
Tools necessary to perform the FIRST PARTYs obligations under this
Agreement; and
a.4 the performance of its obligations under this Agreement and SECOND
PARTYs use of the Services, any of the Deliverables or Cable television
system facility and any licenses granted by the FIRST PARTY to SECOND
PARTY will not infringe any Intellectual Property Rights of any Third Party;
Except as expressly stated in this Agreement, all warranties and conditions, whether
express or implied by statute, common law or otherwise are hereby excluded to the extent
permitted by law.
IV. SUBCONTRACTING AND THIRD PARTY CONTRACTS
a. The FIRST PARTY may, with prior written notice to SECOND PARTY,
employ subcontractors for the execution of any portion of its obligations under
this Agreement, but such subcontracting shall not relieve the FIRST PARTY
of its obligations under this Agreement and the FIRST PARTY shall remain
liable for any acts or omissions of such subcontractors. The FIRST PARTY
shall further ensure that all sub-contractors perform in terms of all applicable
provisions of this Agreement;
b. SECOND PARTY shall have the right during the continued duration of this
Agreement to direct the FIRST PARTY to replace such sub-contractor upon
15 (fifteen) days written notice if the sub-contractors performance is
materially deficient, or good faith doubts exist concerning the sub-contractors
ability to render future performance because of inter alia changes in the
ownership, management, or the financial condition of the sub-contractor;
c. Each subcontractor shall, prior to its appointment as subcontractor under this
Agreement, sign irrevocable, unconditional and written confidentiality and
non-disclosure undertakings in favour of SECOND PARTY on terms and
conditions acceptable to the SECOND PARTY;
d. All agreements of whatever nature concluded or to be concluded between the
FIRST PARTY and a Third Party in relation to the supply of the Cable
television system facility and the like shall include a provision that the FIRST
PARTY shall be entitled to freely cede, assign and delegate its rights and
obligations under such agreement to SECOND PARTY; save that should the
FIRST PARTY be advised by a Third Party with whom it is contracting that
any agreement cannot be assigned to SECOND PARTY, alternatively, such
contract can be assigned but at a cost to SECOND PARTY, the FIRST
 PARTY shall immediately notify the SECOND PARTY of such fact as well
as any cost implications as a result of such inability (or ability to assign, as the
case may be) to assign and the FIRST PARTY shall not enter into such
agreement without the prior written consent of the SECOND PARTY.

V. NOTICES
a. Any notice or other document to be served under this Agreement to a Party may be
served at its business address at Sorosoro Ibaba Batangas City or at Brgy. Poblacion,
San Jose, Batangas;
b. Either Party shall be entitled from time to time, by written notice to the other, to vary
its domicilium address to any other address within Batangas Province, which is not a
post office box;
c. All notices given in terms of this Agreement shall be in writing and any notice given
by one Party to the other (the addressee) which:
c.1 is delivered by hand during the normal business hours at the addressees
domicilium shall be deemed to have been received by the addressee at the time
of delivery;
c.2 is sent by fax to the addressees fax number shall be deemed to have been
received by the addressee on the 1st (first) business day after the date of
transmission thereof; and
d. Notwithstanding anything to the contrary contained or implied in this Agreement, a
written notice or communication actually received by one of the Parties from the other
including by way of facsimile transmission shall be adequate written notice or
communication to such Party.

VI. FORCE MAJEURE

a. Delay or failure to comply with or breach of any of the terms and conditions of
this Agreement if occasioned by or resulting from an act of God or public enemy,
fire, explosion, earthquake, perils of the sea, flood, war declared or undeclared,
civil war, revolution, civil commotion or other civil strife, riot, strikes, blockade,
embargo, sanctions, epidemics, act of any Government or other Authority,
compliance with Government orders, demands or regulations, or any
circumstances of like or different nature beyond the reasonable control of the Party
so failing, will not be deemed to be a breach of this Agreement nor will it subject
either Party to any liability to the other;
b. Should either Party be prevented from carrying out its contractual obligations as
a result of a force majeure event lasting continuously for a period of 30 (thirty)
days, either Party shall be entitled, after due consultation with the other Party in
an effort to come to a mutually acceptable arrangement, to terminate the
Agreement on written notice to the other Party, without liability.

VII. INSURANCE
a. The FIRST PARTY shall, for the continued duration of this Agreement, have and
maintain sufficient insurance to cover its obligations and liabilities under this
Agreement. The FIRST PARTY shall provide SECOND PARTY with a certificate
of existence of such insurance.
b. The terms of any insurance or the amount of cover shall not relieve the
Supplier or third party of any liabilities under this Agreement.
c. If the FIRST PARTY or its Personnel are involved in any occurrence which to
their knowledge may give rise to a claim under any insurance policy effected by the
SECOND PARTY, the FIRST PARTY shall without delay:
c.1 notify the SECOND PARTY of the circumstances giving rise to such
occurrence, the nature of the occurrence and the estimate of any loss or
damage which may be suffered as a result of such occurrence; and
c.2 provide SECOND PARTY and its insurance brokers with any assistance
reasonably required in order to ensure that SECOND PARTY is able to
successfully prosecute such insurance claim.

VIII. INTELLECTUAL PROPERTY RIGHTS

a. All Intellectual Property Rights belonging to a Party prior to the execution of this
Agreement shall remain vested in that Party;
b. None of the Intellectual Property Rights in SECOND PARTYs trademarks and
brands shall be used by the FIRST PARTY for any purpose without SECOND
PARTYs prior written consent;
c. The FIRST PARTY and its Affiliates will retain all Intellectual Property Rights
in the Supplier Tools. The FIRST PARTY hereby grants, and will procure that
its Affiliates grant, to SECOND PARTY a royalty-free, non-exclusive, non-
 transferable licence to use the Supplier Tools to the extent necessary to receive the
Services during the term of this Agreement;
d. The FIRST PARTY and its Affiliates will retain all Intellectual Property Rights
in the Deliverables or cable television system facility, The FIRST PARTY hereby
grants, and will procure that its Affiliates and Agents grant, to SECOND PARTY
a royalty-free, non-exclusive, non-transferable, perpetual licence to use the
Deliverables; and
e. Where there are modifications to pre-existing material which are inseparable from
the pre-existing material, then the Party which owns the pre-existing material will
own the modifications

IX. TERMINATION
a. Should either Party breach or otherwise be in default of any of its obligations under
or in terms of this Agreement and remain in default or fail to remedy such breach,
if such breach is indeed capable of remedy, within 30 (thirty) business days of
receipt of written notice calling upon it to do so, the other Party will be entitled,
but not obliged, in addition to any other rights which it may have or remedies which
may be available to it:
a.1. to cancel this Agreement, with or without claiming damages, provided
that such breach constitutes a material breach; or
a.2. to obtain an order against such defaulting Party for specific performance,
with or without claiming damages.
b. In the event that either Party commits an act of insolvency or is placed under a
provisional or final winding-up or judicial management order or if either Party
makes an assignment for the benefit of creditors, or fails to satisfy or take steps to
have set aside any judgment taken against it within 15 (fifteen) business days after
such judgment has come to its notice, then the other Party will be entitled to
terminate the Agreement on written notice.

X. AMENDMENTS
a. No modifications of this Memorandum of Agreement (MOA) or any part
thereof shall be made except upon execution of a written instrument duly
signed by both parties; and
b. Should circumstances necessitate the revision of the agreements embodied in
this MOA, the concerned parties shall, prior to such revision, coordinate in the
process of revision and grant a reasonable grace period of implementation of
such revision.

XI. SEVERABILITY
If any term, condition, provision or performance, or any part of a
term, condition, provision or performance of this Agreement is determined
to be invalid, illegal, unlawful or unenforceable to any extent, that term,
condition, provision or performance or the relevant part thereof shall be
severed from the remaining terms, conditions, provisions and performance
of this Agreement, or amended to make it valid, legal, lawful and
enforceable, in such a manner as to leave the amended Agreement
substantially the same in essence, and this Agreement so amended shall
remain in force and effect.

XII. EFFECTIVITY
This Memorandum of Agreement shall take effect upon signing
by the Parties to the Agreement. This agreement is valid for five (5) years
from ________________________ to ________________________.

IN WITNESS WHEREOF, the parties hereto have affixed their respective signatures
this ____ day of ______________, 2017 in __________________ Philippines.

KABAYAN CABLE TV SYSTEMS INC. SOROSORO IBABA

DEVELOPMENT COOPERATIVE
(SIDC)
By: By:

__________________________ _____________________
MR. LAWRENCE S. TUPAZ HON. RICO B. GERON
Corporate Secretary Chief Executive Officer
 SIGNED IN THE PRESENCE OF:

_________________________ _________________________
LOUEL G. AGDON

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

______________________________) S.S.

BEFORE ME, this _______ day of ________ 20____ in the __________________, Philippines
personally appeared the following:

Name CTC Number Date and Place Issued

1. LAWRENCE S. TUPAZ 01942780 February 27, 2017 / San Jose, Batangas
2. RICO B. GERON 30627998 January 11, 2017 / Batangas City

Know to me to be the same persons who executed the foregoing instrument, and they acknowledged
to me the same is their free act and deed.

This Memorandum of Agreement consisting of ____ ( ) pages, including the page on which this
acknowledgement is written, has been signed in the left margin of each and every page thereof by
the herein parties and their witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereto set my hand on the day, year and place above the written.

NOTARY PUBLIC

Doc No. _________;

Page No. ________;
Book No. ________;
Series of 20_______.