MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MEMORANDUM OF AGREEMENT (the “Agreement”) is entered into

by and between:

The QUEZON CITY GOVERNMENT, a Local

Government Unit existing under the laws of the Republic
of the Philippines, with address at the Quezon City Hall,
Elliptical Road, Diliman, Quezon City, represented in this
act by its City Mayor, HON. MA. JOSEFINA G.
BELMONTE;

and

FOOD PANDA PHILIPPINES, INC., (“FPPI”) an on-

demand food delivery platform corporation duly existing
and authorized by the laws of the Republic of the
Philippines with local principal place of business at PH1
Jaka Building, 6780 Ayala Ave., Makati City represented
in this act by its Managing Director, DANIEL MAROGY;

(individually as a “Party”, and collectively referred to as the “Parties”)

WITNESSETH:

WHEREAS, in response to the Coronavirus Disease 2019 (COVID-19) global

pandemic, Presidential Proclamation No. 929, series of 2020 was issued, placing the
entire island of Luzon under an Enhanced Community Quarantine (ECQ);

WHEREAS, the implementing guidelines of the ECQ call for the suspension of
operations of mass public transport facilities, among others, which suspension includes
tricycle operations;

WHEREAS, the implementation of the ECQ has caused and continues to cause
severe economic hardship to numerous tricycle drivers in Quezon City whose sole source
of income is through daily transport operations;

WHEREAS, this hardship of tricycle driver-residents of Quezon City further

persists due to the extended implementation of the quarantine under a Modified Enhanced
Community Quarantine (MECQ) covering the whole of Metro Manila and under which
only 50% of the tricycles in Quezon City are allowed to operate;

WHEREAS, FPPI has initiated a Corporate Social Responsibility (CSR) Project

to provide livelihood opportunities to tricycle drivers who were adversely affected by the
implementation of the ECQ and sought to partner with local government units to
implement such;

WHEREAS, the Quezon City Government and FPPI, agree to provide economic
opportunities to tricycle driver-residents of Quezon City whose income-generation has
been adversely and severely affected by the COVID-19 pandemic; and

NOW, THEREFORE, in view of the foregoing premises, the Parties hereby

enter into this Agreement, subject to the following terms and conditions, to wit:

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 1. PROJECT

The Parties’ primary purpose for entering into this Agreement is for the
implementation of the PandaTODA – Quezon City Project (the “Project”). The joint
initiative of the Parties is aimed at providing livelihood to at least Five Hundred (500)
tricycle drivers who were adversely affected by the imposition of the Enhanced
Community Quarantine (ECQ) in Quezon City.

2. UNDERTAKING OF THE PARTIES FOR THE PROJECT

A. The Quezon City Government, through its Task Force for

Transport and Traffic Management, Tricycle Regulation Division
(“TRD”) undertakes to:

i. Conduct an information drive to apprise tricycle driver-

residents (the “Drivers”) of Quezon City of the Project
under this Agreement, which aims to provide qualified
Drivers the opportunity to earn a living by serving as riders
for FPPI;
ii. Screen and determine whether a Driver carries the
following qualifications:
a. At least twenty-one (21) years of age;
b. Has a Tax Identification Number or TIN
c. Owns and operates at least an iPhone 4s (or newer
model) or Android Phone running on Android 4.2
(or newer version);
d. Owns and / or operates a tricycle which can be
utilized as a motorcycle;
e. Is in possession of a Land Transportation Office-
issued Driver’s License valid for at least the next
three (3) months;
f. The sole source of income, prior to the ECQ, is
through daily transport operations; and
g. Is a resident of Quezon City.
iii. Assign a person in charge to coordinate with FPPI on the
recruitment process and implementation;
iv. Assist qualified Drivers in securing work permits and
Rapid Passes, to be used in their application as riders for
FPPI; and
v. Forward the applications of Five Hundred (500) qualified
Drivers to apply and serve as partner riders for FPPI.

B. FPPI undertakes to:

i. Accommodate the qualified Drivers, forwarded by the

Quezon City Government, as new partner riders for FPPI,
subject to paragraph 3 of this Agreement;
ii. Provide the necessary uniform, apparel, orientation, and
training to the qualified Drivers;
iii. Provide the qualified Drivers the same benefits, incentives,
and other advantages accorded to independent contractor
riders of FPPI and in so doing, apply the same rules and
policies applicable to independent contractor riders to the
qualified Drivers;
iv. Direct and forward all communications and information on
the Project addressed to the Quezon City Government to
its assigned person in charge; and

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 v. Submit a Monitoring Report of the performance of the
recruited partner riders to the TRD.

C. FPPI and the Quezon City Government agree to undertake joint

public information promotion of the Project through the
following:

i. Posts about the Project on official social media accounts of

both Parties indicating details of the Project on the launch
(the signing of this Agreement), and regular updates on the
implementation of the Project;
ii. Distribution of press release about the launch of the
Project, specifically, the Agreement signing, and updates
on the implementation of the Project as necessary;
iii. Inclusion in public broadcasts that any of the Parties may
make during the Project’s implementation;
iv. It is understood by both Parties that any mention or post of
either of Party on their respective social media accounts or
other communication channels shall be (a) for purposes of
driving information on the Project; and (b) shall be subject
to the consent of the other Party prior to posting or
communicating. The Parties undertake that their respective
consents as mentioned in these provisions shall not be
unduly withheld or delayed.

3. RESERVATION OF RIGHT

FPPI reserves the right to make a final determination of accepting the application
of the Drivers forwarded by the Quezon City Government. Further, FPPI makes no
guarantee as to the number of Drivers that shall be onboarded to FPPI.

4. NO EMPLOYEE-EMPLOYER RELATIONSHIP

It is understood that the qualified Drivers that are accepted by FPPI are
independent contractors and in no circumstance shall any employer-employee
relationship arise between the qualified Drivers and FPPI.

5. NO LIABILITY

The Quezon City Government shall only provide a list of qualified Drivers to
FPPI and shall be free from any liability that may arise in the contractual relations
between the Drivers and FPPI.

6. EFFECTIVITY

This Agreement shall be binding and effective on the date of execution and shall
continue to be binding and effective until the purpose of this Agreement has been served
or the Five Hundred (500) qualified tricycle drivers and Quezon City residents have been
admitted as independent contractor riders for FPPI under this Agreement or by mutual
termination by the parties.

In so far as the Five Hundred (500) qualified tricycle driver-residents of Quezon

City and admitted as independent contractor riders for FPPI under this Agreement, they
shall serve as food delivery riders for an exclusive period of two (2) months, subject to
the Drivers’ compliance with FPPI’s rider policies. Thereafter, the said riders have the
option of continuing or discontinuing their services as riders for FPPI.

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[Signatures on the next page.]

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 IN WITNESS WHEREOF, the Parties hereunto set their hands and affix their
signatures this _____ day of ____________________, 2020, in Quezon City, Philippines.

For the Quezon City Government: For Food Panda Philippines Inc

HON. MA. JOSEFINA G. DANIEL MAROGY

BELMONTE Managing Director
City Mayor

SIGNED IN THE PRESENCE OF:

BENJAMIN V. IBON III LEOPOLDO DE CASTRO JR.

Head, Tricycle Regulation Division Director of Finance

MONA CELINE MARIE V. YAP ATTY. A. RAFAEL JUICO

Officer in Charge, Small Business and Legal Manager
Cooperatives Development and
Promotions Office

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Republic of the Philippines )
Quezon City ) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the city indicated below, personally
appeared the above-named parties and exhibiting their respective competent proofs of
identity, as follows:

MA. JOSEFINA G. BELMONTE

DANIEL MAROGY

known to me to be the same person who executed the foregoing Memorandum of

Agreement, consisting of four (4) pages including herein acknowledgement, intimating to
me that the same being their own free and voluntary act and deed.

WITNESS MY HAND AND SEAL on this _____ day of ___________ 2020 at

the City of Manila, Philippines.

Doc. No. :________; NOTARY PUBLIC

Page No. :________;
Book No. :________;
Series 2020.