MITACOR AFFILIATES PROGRAM

Maharlican Innovations and Technology Applications Corporation

A corporation organized and existing under the laws of the Philippines, with its office located at: Metrowalk, Meralco Avenue, Pasig City, Philippines

1. AFFILIATES MARKETING AGREES TO:

1.1. Represent and sell the MITACOR’s products/services in the entire geographic area of Philippine Island.

1.2. Accurately represent and state MITACOR policies to all potential and present customers.

1.3. Promptly mail in the leads and orders to MITACOR.

1.4. Informs designated Business Development Director of all problems concerning MITACOR customers within the territory stated above.

1.5. Inform the Business Development Director if the Consultant is representing or plans to represent any other business firm. In no event shall Consultant represent a competitive company or product line either within or outside the designated territory.

1.6. Telephone or Contact MITACOR with reasonable frequency to discuss sales activity within the territory.

1.7. BUSINESS DEVELOPMENT DIRECTOR’S NAME:

2. THE COMPANY AGREES TO:

7. To grant Consultant 30-days’ notice should MITACOR wish to terminate this Agreement.

8. To pay commissions to the Consultant on sales from existing customers for a period of 45 days after either party terminates this Agreement.

9. This constitutes the entire Agreement.

10. This Agreement shall be binding upon the parties and their successors and assigns.

3. GOOD FAITH AND FAIR DEALING

1. The Parties shall perform their respective obligations hereunder by good faith and fair dealing. Neither party shall engage in any conducts deceiving the other party nor defaming the other’s market reputation.

2. The Consultant acknowledges and agrees that subject to the provisions of the Agreement, in contemplation of the business to be pursued hereunder, and it has not offered, made, promised or authorized to make, and will not offer, make, promise or allow to make, any economic benefits in any form to bribe the Company’s employees or government official or any person or entity for whatever purposes, if such payment would violate applicable laws and regulations. As used herein, the term “government official” means an officer or employee of any government or any department, agency, an instrumentality of any government, or any state-owned enterprise or institution.

3. In its sole discretion, the Company may forthwith terminate this Agreement upon the Consultant is in the breach of provisions mentioned above Article 3.1 and 3.2. The Consultant shall pay liquidated damages equal to any loss or damages suffered by the Company without prejudice to any other rights or remedies or other relief available to it under the applicable laws.

4. CONFIDENTIALITY

4.1 Subject to the terms of conditions of this Agreement, before and during the term, either party (“disclosing Party”) has disclosed or may disclose Confidential Information to the other party (“receiving party”). The receiving party shall, during the term and for three (3) years after that:

a. maintain the confidentiality of Confidential Information;

b. not use Confidential Information for any purposes other than those expressly set out in this Agreement; and

6. INTELLECTUAL PROPERTY RIGHTS

6.1. The Parties acknowledge and agree that all the products’ intellectual property rights remain the sole property of MITACOR &/or its partner OEMs. No sale, transfer, or establishment of a relationship between the Parties in any form shall be construed as implying or granting to the Consultant any license or other rights in or to any patent, copyright, trademark, or other intellectual proprietary rights applicable to the Products.

6.2. The Consultant shall use its commercially reasonable efforts to protect the Intellectual Property Rights of MITACOR &/or its partner OEMs, either intellectual or intangible, from appropriation by any person or entity.

6.3. The Consultant acknowledges and agrees not to copy, change, counterprogram, or split any Products or any activities that would be considered as an infringement of Intellectual Property Rights for whatever purpose in the territory or elsewhere.

6.4. The Consultant shall inform the Company of any dispute about the Intellectual Property Rights of the Company or its partner OEMs in writing within three (3) business days. Consultant shall use its commercially reasonable efforts to reduce the adverse effects thus caused to the Company. The Consultant shall assist the Company if any controversy, any sue, or arbitration occurs.

6.5. In no circumstances shall the Consultant require the Company to compensate for damages for IP claims on the Company and its partner OEMs’ products.

7. INDEMNITY

The Consultant shall indemnify and hold harmless the COMPANY, its affiliates, its personnel, its other contractors (but shall exclude the CONSULTANT INDEMNIFIED PARTIES), and any co-venturers (“COMPANY INDEMNIFIED PARTIES”) from and against all losses, claims, liabilities, damages, and costs (including legal expenses) arising out of or in connection with any:

(a) action brought against the COMPANY INDEMNIFIED PARTIES based on any claim that the GOODS or any documentation produced as part of the provision of the GOODS (or any part thereof) infringe the intellectual property rights of a THIRD PARTY (except for any THIRD PARTY claims which are based solely on any information or materials provided by the COMPANY to the CONSULTANT);

(b) accident, death or injury to the CONSULTANT’s personnel or damage to the property of the CONSULTANT, its personnel, and its sub-contractors that arises out of the CONSULTANT’s provision of the GOODS and/or services, except, in

1. Pay the following commissions to the Consultant:

1.a. [2%] of all prepaid from Sales Revenue before Tax from Affiliate Marketing & Consultancy, except as stated in (4) below. This is subject to and would fall due upon receipt of payments from the client for such particular sales/projects until Fully Paid.

1.b. [2%] of all credit from Sales Revenue before Tax from Affiliate Marketing & Consultancy, except as stated in (4) below. This is subject to and would fall due upon receipt of payments from the client for such particular sales/projects until Fully Paid.

2.a. [1%] of all prepaid from Sales Revenue before Tax from REFERRALS ONLY, except as stated in (4) below. This is subject to and would fall due upon receipt of payments from the client for such particular sales/projects until Fully Paid.

2.b. [1%] of all credit from Sales Revenue before Tax from REFERRALS ONLY, except as stated in (4) below. This is subject to and would fall due upon receipt of payments from the client for such particular sales/projects until Fully Paid.

2. To negotiate in advance of sale the commission percentage to be paid on all orders that the MITACOR allows a quantity discount or other trade concession.

3. Commissions on refunds to customers or merchandise returned by the customer in which a commission has already been paid to the Consultant shall be returned in good faith to MITACOR.

4. Except by special arrangement, the following shall not be commissioned:

List: Taxes, Mobilization Expenses, Representation Expenses

5. To provide the Consultant with reasonable quantities of marketing materials like brochures, catalogs, and any product samples required for sales purposes.

6. To set minimum monthly quotas after consultation with the Consultant.

c. not disclose any such Confidential Information to any person or entity, except its employees or employees of Affiliates, agents, attorneys, accountants, and other advisors who need to know such information to perform their responsibilities under this Agreement.

4.2 The receiving party acknowledges and agrees that all Confidential Information shall remain the property of disclosing party and that disclosing party may use such Confidential Information for any purpose without obligation to the receiving party. Nothing contained herein shall be construed as implying or granting any transfer of rights to the receiving party in the Confidential Information, or any patents or any copyright or other Intellectual Property Rights protecting or relating to the Confidential Information.

4.3. The provisions of Article 4.1 above shall not apply to Confidential Information that:

a. can be shown or to be known by the receiving party by written records made before disclosure by the disclosing party;

b. is or becomes public knowledge other than a breach of this Agreement by the receiving party; or,

c. was obtained by the receiving party without breach of Agreement from a third party without obligation as to use or disclosure of such information;

d. was independently developed by the receiving party without the use of the Confidential Information; or,

e. was ordered to be publicly released by the compulsory requirement of a government.

4.4. The receiving party shall return the confidential materials at the termination of this Agreement in the manner hereinafter:

a. return to the other party, or at the disclosing party’s direction destroy all the materials (including any copies thereof) embodying the other Party’s Confidential Information; and

b. certify in writing to the other party within 10 days upon request of the other party that all of such materials have been returned or destroyed.

4.5. Article 4 shall be binding upon, inure to the benefit of, and be enforceable by the disclosing party, the receiving party hereto, and respective successors and assignees.

5. ASSIGNABILITY

This Agreement may not be assigned in whole or in part by any Party without the other party’s prior written consent. each case, to the extent arising out of the gross negligence of the COMPANY INDEMNIFIED PARTIES; and

(c) damage to the property of any person other than the COMPANY INDEMNIFIED PARTIES or the CONSULTANT INDEMNIFIED PARTIES (“THIRD PARTY”) or the accident, death, or personal injury of any THIRD PARTY that arises out of and the CONSULTANT’s performance of its obligations under this Agreement, except to the extent arising out of a negligent act or omission, or willful misconduct of the COMPANY INDEMNIFIED PARTIES.

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