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This Software Agreement ("Agreement"), made and entered into this 18 of March 2011,
by and between Global Idealogy Corporation, and Microsoft (the "Microsoft"),
WITNESSETH
WHEREAS, Global Idealogy Corporation and Microsoft have entered into Letter
Agreements dated March 18, 2011 and March 18, 2012 (the "INTERIM
AGREEMENTS") setting forth the preliminary terms and conditions applicable to the
system to be developed by Microsoft for customer acquisition, customer care, customer
management and revenue management services with respect to Global Idealogy
Corporation's current or prospective residential or small commercial retail energy
consumers;
1. Engagement of Microsoft
2. Microsoft's Duties
Microsoft will make it available for general consultation at all reasonable times by
telephone or correspondence, and will be available at the Global Idealogy Corporations’
premises for up to days per month on mutually-agreed dates. The Global Idealogy
Corporation’s agrees to give Microsoft reasonable notice of what services it desires and
when it desires them to be performed. In that connection, the Global Idealogy
Corporation’s and Microsoft agree to cooperate in resolving any scheduling problems
that may arise with respect to Microsoft being available at the times requested.
3. Compensation for Services
The Global Idealogy Corporation’s agrees to pay to Microsoft the following fees
(collectively, the "Fee"):
4. Term
The term of this Agreement (the "Term") shall begin on the date of this
Agreement and expire on 18 March, 2012; provided that it may be extended by mutual
agreement in writing for additional one-year terms and may be terminated during the
Term as provided in Section 6 hereof.
6. Termination of Agreement.
Notwithstanding that the Term shall not have been completed, the Global
Idealogy Corporation’s may terminate this Agreement:
7. Confidential Information
Microsoft agrees that, during the Term and at all times after the termination of
this Agreement for whatever reason, he will treat as confidential and maintain in
confidence all information relating to the business of the Global Idealogy Corporation’s,
including without limitation the identity of the customers and suppliers of the Global
Idealogy Corporation’s, the Global Idealogy Corporation’s arrangements with such
suppliers and audience, and technical data relating to the Global Idealogy Corporation’s
activities. In addition, Microsoft agrees that, without the prior written approval of the
Global Idealogy Corporation’s, he will not disclose any such information at any time to
any person, corporation, association or other entity except authorized personnel of the
Global Idealogy Corporation’s.
Upon the termination of this Agreement for any reason, Microsoft will not take or
retain from the premises of the Global Idealogy Corporation’s any records, files or other
documents, or copies thereof, relating in any way to the Non-Profit Organization
operations of the Global Idealogy Corporation’s. It is expressly agreed that the remedy
at law for breach of the agreements set forth in this Section is inadequate and that the
Global Idealogy Corporation’s shall, in addition to any other available remedies
(including, without limitation, the right of offset), be entitled to injunctive relief to prevent
the breach or threatened breach thereof.
8. Assignment
The Global Idealogy Corporation’s shall have the right to assign this Agreement
to any sister of the Global Idealogy Corporation’s and all covenants and agreements
hereunder shall inure to the benefit of and be enforceable by or against said assigns.
The rights, benefits and obligations of Microsoft under this Agreement are personal to
him, and no such rights, benefits or obligations shall be subject to voluntary or
involuntary alienation, assignment or transfer.
This Agreement shall be deemed to have been made under, and shall be
construed and interpreted in accordance with, the Philippine Constitution, excluding any
conflicts-of-law rule or law which might refer such construction and interpretation to the
laws of another republic or country. The parties hereby submit to the jurisdiction of the
Supreme courts in.
10. Remedies
The remedies accorded to the parties by this Agreement are in addition to, and not in
lieu of, all other remedies to which the parties may be entitled at law or in equity.
Microsoft represents and warrants that, at the date of this Agreement, he has no
obligations that are inconsistent with those of this Agreement.
All prior negotiations and agreements between the parties hereto relating to the
transactions, employment and services contemplated hereby are superseded by this
Agreement, and there are no representations, warranties, understandings or
agreements with respect to such transactions, employment or services other than those
expressly set forth herein.
13. Severability
If any of the terms or conditions of this Agreement are held by any court of competent
jurisdiction to be unenforceable or invalid, such unenforceability or invalidity shall not
render unenforceable or invalid the entire Agreement. Instead, this Agreement shall be
construed as if it did not contain the particular provision or provisions held to be
unenforceable or invalid, the rights and obligations of the parties shall be construed and
enforced accordingly, and this Agreement shall thereupon remain in frill force and effect.
IN WITNESS WHEREOF, the Global Idealogy Corporation’s and Microsoft have
executed this Agreement as of the day and year first above written, (March 18, 2011).
____ _ _
Navata, Theresa Nicolae M.
External Administrator
Microsoft
_____ _
Grepo, Allan
IT Senior Analyst
Global Idealogy Corporation’s