July 30, 2020

FRANCISCO T. DUQUE, III

Secretary
Department of Health
San Lazaro Compound, Tayuman, Sta. Cruz, Manila

Dear Secretary Duque,

In recognition of Republic Act No. 11469 also known as the “Bayanihan Health as One
Act”, enjoining a whole-of-society and whole-of-government approach in the fight
against COVID-19, we recognize the need to support the government’s efforts in curbing
the pandemic.

In so doing, we would like to express our intent to donate the <NAME OF

DONATION>. The <NAME OF DONATION> intends to <DESCRIPTION OF THE
DONATION>. To help you transition to accepting our donation, we are willing to
provide a project management team and a few of our software developers to train the
DOH who will be receiving the technology. This donation is compliant with
internationally acceptable standards in information security, data privacy, and ICT
service management. We commit to all project management and enterprise architecture
requirements that DOH may require from us to complete the transition of this donation.

Thank you and we are looking for your favorable response.

Very truly yours,

<FULL NAME OF REPRESENTATIVE>

<NAME OF COMPANY>
 DEED OF DONATION

This Deed of Donation, including all Annexes, (the “Deed”) dated [date] (“Effective Date”) is
entered into this ____ day of __________________ 2020, at [place of execution] by and
between:

The WORLD HEALTH ORGANIZATION, a specialized

agency organized under the Charter of the United Nations, with
office at [address], represented by its [position], [name],
hereinafter referred to as “DONOR;”

--and--

The DEPARTMENT OF HEALTH, a National Government

Agency created under the laws of the Republic of the Philippines,
with office at San Lazaro Compound, Tayuman, Sta. Cruz, Manila
Philippines 1003, represented by its Secretary, DR. FRANCISCO
DUQUE III, hereinafter referred to as “DONEE.”

(DONOR and DONEE are individually referred to as a “Party” and

collectively, as the “Parties”).

RECITALS

WHEREAS, Proclamation No. 922, s. 2020, was issued declaring a State of Public Health
Emergency throughout the Philippines due to the Coronavirus Disease 2019 (COVID-19)
enjoining government agencies and local government units to render full assistance and
cooperation and mobilize the necessary resources to undertake critical, urgent, and appropriate
response and measures in a timely manner to curtail and eliminate the COVID-19 threat;

WHEREAS, Executive Order (EO) No. 168, s. 2014, created the Inter-Agency Task Force for
the Management of Emerging Infectious Diseases (IATF-MEID) to facilitate inter-sectoral
collaboration to establish preparedness and ensure efficient government response to assess,
monitor, contain, control, and prevent the spread of any potential epidemic in the Philippines;

WHEREAS, Section 2 of EO 168, s. 2014, mandates the IATF-MEID, among others, to: (a)
establish a system to identify, screen, and assist Filipinos suspected or confirmed to be infected
with emerging infectious disease (EID); (b) prevent and/or minimize the local spread of EID in
the country through the establishment or reinforcement of a system in screening possible patients
infected with EID, contact tracing, identification of the mode of exposure to the virus, and
implementation of effective quarantine and proper isolation procedures; (c) prevent and/or
minimize mortality through effective clinical management by capacitating healthcare facilities,
government and private medical practitioners, healthcare workers, and-public safety enforcers;
(d) educate the public on EID and its prevention, control, and management to promote positive
health behaviors, and address public fear and anxiety through the conduct of a nationwide EID
awareness campaign;
 WHEREAS, pursuant to EO 168, s. 2014, the DONEE is the Lead Agency of the IATF-
MEID, and aims to reduce and eventually eradicate COVID-19 in the Philippines;

WHEREAS, knowledge, information and resource-sharing, database-building and agency

networking linkages among government agencies are needed to harmonize and coordinate all
national plans and initiatives in response to the COVID-19 pandemic;

WHEREAS, DONOR has and is continuing the development of a proprietary

Application/System as defined herein, for [WHAT IS THE PURPOSE OF THE SYSTEM/APP
and WHAT DOES IT DO?]

WHEREAS, the DONOR possesses all rights, title, ownership, interest, and related rights,
including all intellectual property rights and assets, over the Application/System as the sole,
exclusive, and rightful owner thereof;

WHEREAS, the DONOR shares the aim of the DONEE to reduce and eradicate COVID-19 in
the Philippines;

WHEREAS, the DONOR has expressed its intention to donate the Application/System, all
rights, title, ownership, interest, and related rights thereto to the DONEE, and the DONEE
wishes to accept such donation;

NOW THEREFORE, for and in consideration of the foregoing premises and the mutual
undertakings set forth herein, the Parties agree as follows:

ARTICLE 1
TERMS AND DEFINITIONS

As used in this Deed, the following terms shall have their respective definitions, to wit:

1. Application/System refers to COVID KAYA as a computer program or software,

designed for or performs specific functions for an end user or another application,
encompassing all published and unpublished versions and their components, including,
among others, specific protocols, application programming interface (APIs), API
specifications, libraries, codebases, source codes, object code, user interfaces, control
processes, records, installation guides, installation scripts, maintenance guides, user
guides, test documentation, test tools or scripts, sample databases, access to test systems,
process and operational documentation, rights to third party products integrated with this
system/application, any and all graphics, 3D models, 3D files, textures, layout, maps,
sketches, pictures, design, documents, graphic files, and tools.

2. Affiliate refers to another person or entity that, directly or indirectly, by itself or through
an intermediary, controls or is controlled by, or under the common control with, a Party.

3. Confidential Information refers to any information marked as “Confidential” or

declared as confidential by any of the Parties. It includes all information not generally
available to the public relating to the Application/System or any component or part
 thereof, as well as the plans, communications, designs, protocols, products, know-how,
processes, affairs, research, data or source code, databases, presentations, discussions,
knowledge, negotiations or operations, or derivatives thereof relating to the
Application/System and this Deed. It shall include but not be limited to documents,
materials, notes, memoranda, reports, records, mail, and other communications, photos,
videos, trade secrets, proprietary information, affairs, opportunities, and all other
information or knowledge related to the Application/System. Confidential information
shall also include all information or data processed or stored or to be processed or stored
with or without the use of computers, devices or other electronic media in or through the
Application/System, as well as any information derived from such information.

5. Encumbrances means any and all liens, pledges, charges, interests, mortgages, actions,
causes of action, rights, or demands of any nature whatsoever and however arising.

6. Excluded License means any license that as a condition of use, modification, and/or
distribution of software subject to such license, that such software and/or other software
combined and/or distributed with such software or any associated intellectual property be
(a) disclosed or distributed in source code form; (b) licensed for the purpose of making
derivative works or making additional copies of derivative works; or (c) redistributable at
no charge.

7. Integration refers to the combination of separately produced components or programs to

produce a common purpose or set of objectives to unify separate programs or
architectures.

8. Intellectual Property Rights refer to any and all Application/System-related: (i)

applications and software; (ii) coded values, formats, data, and historical current
databases, whether or not copyrightable; (iii) creations, discoveries, and inventions,
disclosures, whether patentable or unpatentable and whether or not reduced to practice,
and all improvements thereto; (iv) copyrightable works and copyrights whether or not
registered, all registrations and applications for registration thereof, all rights provided by
international treaties or conventions, all data and documentation relating thereto, and
other rights associated with works of authorship throughout the world, including
neighboring rights, moral rights, and mask works; (v) trademarks, service marks, trade
dress, logos, trade names, internet domain names, websites or other identities and source
identifiers held by the DONOR with respect to the Application/System, together with all
of the goodwill associated therewith, whether or not registered, all registrations and
applications for registration either filed or to be filed, all rights therein provided by
international treaties or conventions and all data and documentation relating thereto; (iv)
trade secrets, confidential and other proprietary information, know-how, whether
patentable or not and whether or not reduced to practice, processes and techniques,
research and development information including patent and copyright searches conducted
by the DONOR and/or any third party, ideas, technical ata, designs, drawings, and
specifications; (v) all other intellectual, proprietary, and industrial property rights of
every kind and nature throughout the world and however designated, related to the above,
including all registrations, applications, renewals, reissuances, divisions, continuations,
continuations in part, extensions, and reexaminations thereof, all rights therein provided
 by international treaties or conventions, whether arising by operation of law, contract,
license, or otherwise, and all the associated remedies against infringements thereof and
rights of protection of an interest therein under the laws of any jurisdiction, now or
hereafter in effect; and (vi) copies and tangible embodiments of any of the foregoing,
including proprietary rights or related proprietary rights, interests and protections such as
the right to sue and recover and retain damages, costs, and attorney’s fees for past,
present, and future infringement and any other rights relating to any of the foregoing.

9. Material Information refers to any information that the DONEE would consider as
important in making a decision to accept this donation.

ARTICLE 2
DONATION

For and in consideration of the DONOR’s liberality, and subject to the terms and
conditions set forth in this Deed, the DONOR hereby agrees to absolutely and unconditionally
donate, assign, transfer, deliver, and convey all of its rights, titles, ownerships, and interests to
and in the Application/System as a whole, free and clear of any and all Encumbrances
whatsoever. The DONOR further agrees to waive any right it has or may have with respect to the
Application/System or its components in favor of DONEE.

ARTICLE 3
COMMITMENTS OF THE PARTIES

Section 1. Donor’s Commitments

1.1. Delivery of the Application/System

1.1.1. DONOR shall deliver ownership, control, and possession of the
Application/System, including all of its components, to the DONEE.

1.1.2. The DONOR shall, within seven (7) days after the execution of this Deed,
provide the DONEE the source code, all data sets including the master data
used, transactional data, and any relevant integration methods, and of all
information, data and documentation related to the Application/System. The
DONOR shall likewise provide the DONEE with all the components of the
Application/System in its raw data form, unencrypted or as it directly comes
out of the publicly available tools used by the DONOR, and software data
form in a form that is readable by the software during runtime.

1.1.3. The DONOR agrees to provide the DONEE with such information regarding
its organization and the Application/System as may reasonably be requested
for purposes of preparing public reports, schedules, forms, disclosures,
statements, or other documents in relation to the Application/System or any
component or transactions further contemplated. The DONOR further agrees
to provide the DONEE with reasonable assistance in the preparation of such
reports, schedules, forms, statements, or other documents.
 1.1.4. At any time upon execution of this Deed, and from time to time thereafter, the
DONOR shall, upon the request of the DONEE, take any and all actions and
execute, acknowledge, and deliver to the DONEE any and all instruments and
assurances necessary or expedient in order to fully vest the
Application/System and all of its components to the DONEE, and to facilitate
its use and enjoyment, defense, and enforcement thereof by the DONEE. If, at
any time after the execution of this Deed, any person or Affiliate of the
DONOR is determined or deemed to have any right, title, or interest in the
Application/System, the DONOR agrees to cause such person or Affiliate to
transfer, assign, convey, or release in favor of the DONEE any and all rights,
title, or interest in the Application/System, without any consideration. The
DONOR irrevocably designates and appoints the DONEE and its duly
authorized officers and agents with full power of substitution, as its attorneys-
in-fact to act for and on behalf and instead of the DONOR to take any and all
actions, including proceedings at law or equity or otherwise, to execute,
acknowledge, and deliver any and all instruments and assurances necessary or
expedient in order to fully vest in the DONEE or perfect the donation,
transfer, assignment and conveyance of the Application/System to the
DONEE or to protect the same or to enforce any claim or right of any kind
with respect thereto.

1.2. Transfers of Registrations

1.2.1. The DONOR shall assist DONEE in the transfer of registration of
Marketplace Accounts related to the Application/System (referred to
collectively herein as “Accounts”). The DONOR transfers to DONEE, and
DONEE hereby accepts from DONOR, any transferable rights the DONOR
has in the Accounts, including any related data, sales, rating, and reviews.

1.2.2. The DONOR hereby authorizes DONEE to cause the transfer of all
Intellectual Property Rights, registrations, trademarks or trade names,
copyrights, domains, contracts and documentation, related to the
Application/System, and shall issue such documents as necessary to enable
DONEE to effect such transfers.

1.3. Turnover of Previously Obtained Data

1.3.1. The DONOR shall turnover to the DONEE all previously obtained data,
whether in raw or processed form, it may have collected through or because
of the Application/System, upon the execution of this Deed. Further, the
DONOR shall provide the DONEE a written summary or report of all
purposes for which such data was collected.

1.3.2. The DONOR shall, upon turnover to the DONEE, delete/dispose of any and
all copies of data remaining in its possession, whether in raw or processed
form, including data which may be stored by third parties and in cloud
services.

1.4. Training and Technology Transfer

 1.4.1. The DONOR shall communicate to the DONEE all know-how and
intellectual property in possession of the DONOR reasonably relevant to the
Application/System. If, after the execution of this Deed, the DONOR or its
Affiliates develop or discover, or is a co-developer or co-discoverer of any
improvement, know-how, or intellectual property, then the DONOR shall
communicate them to the DONEE. The DONOR shall promptly donate,
assign, and transfer such improvement, know-how, or intellectual property
and all of its rights to such improvement, know-how, or intellectual property
to the DONEE. The DONOR further agrees to cause such Affiliate to
likewise promptly donate, assign, and transfer such improvement, know-how,
or intellectual property and all of its rights to such improvement, know-how,
or intellectual property to the DONEE.

1.4.2. The DONOR shall provide necessary training, free of charge, for the
operation, maintenance, and use of the Application/System at a designated
facility or location, and at such times during business hours as requested by
the DONEE. The DONOR shall provide a physical and digital copy of the
training manual of the Application/System to the DONEE and all its trainees.

1.4.3. The DONOR shall, upon request by the DONEE, provide technical, general
consulting, advisory, installation, and integration support in connection with
the maintenance and operations of the Application/System.

Section 2. Donee’s Commitments

2.1. The DONEE shall initiate a vetting or due diligence procedure prior to the execution of
this Deed.

2.2. The DONEE shall grant the DONOR the right to include the DONEE's primary logo in
its press releases directly relating to the Application/System, subject to the DONEE's
written approval of such use of logo pursuant to its Department Memorandum 2017-
0392 on the use of logo by private enterprises.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

The DONOR acknowledges that the DONEE is relying upon its representations and warranties
in entering into this Deed and any other transaction contemplated herein, and hereby represents
and warrants as follows:

Section 1. Ownership, Capacity, and Authority

1.1. The DONOR has full and exclusive right, power, and authority to enter into, donate,
assign, and transfer the Application/System to the DONEE, and perform its obligations
according to the terms of this Deed.

1.2. The DONOR is a corporation in good standing, duly organized and existing under and
 by virtue of the laws of the Republic of the Philippines, and the person or persons
representing the DONOR has/have legal authority and capacity to enter into this Deed
on behalf of the DONOR, in accordance with applicable laws, issuances, rules, and
regulations.

1.3. The DONOR has secured all necessary corporate approvals for the execution and full
implementation of this Deed. Other transactions contemplated and other obligations to
be performed by the DONOR after the execution of this Deed has been or will be duly
and validly authorized, executed, and delivered, and will be a valid and binding
obligation of the DONOR in accordance with applicable laws, issuances, rules, and
regulations.

1.4. The DONOR is the sole legal and beneficial owner of the Application/System and all
its components, free from all Encumbrances, and there are no outstanding or
prospective options, security interest, licenses, challenges, claims of infringement,
rights (including rights of first refusal or similar rights), privilege, or agreements,
orally or in writing, whether legal, beneficial, court-ordered or pre-emptive, that will
affect in any way DONEE’s interest in and full enjoyment of the Application/System
or any of its components.

1.5. The DONOR has not made, granted, or entered into any assignment, encumbrance,
license, or other agreement affecting the Application/System.

1.6. The DONOR is or was not acting within the scope of employment of any third party
when conceiving, creating, or otherwise performing any activity with respect to the
Application/System.

Section 2. Conflicts and Violations

2.1. The execution by the DONOR of this Deed and its compliance with each of the
component obligations or transactions, if any to be executed, and the consummation of
the transactions contemplated hereby and thereby, will not result in the violation of
any term or provision of any instrument or agreement, written or oral, to which the
DONOR may be a party or to which the Application/System may be subject and will
not, to the best of the DONOR’s knowledge, result in the violation of any applicable
law, issuance, rules or regulations to which the DONOR or the Application/System
may be subject.

2.2. The execution of this Deed and the conveyance of the Application/System to the
DONEE shall not result in the creation or imposition of any burden to the DONEE or
on the Application/System.

2.3. The DONOR is not aware of any violation, infringement, misappropriation, or dilution
of any third party’s rights or any claim thereto by the ownership, development,
manufacture, sale, or use of the Application/System or any component thereof.

2.4. The development and use of the Application/System by the DONOR has never given
 rise to any complaint alleging infringement of any patent, trademark, or other
Intellectual Property Rights of any person or entity.

2.5. To the best of the DONOR’S knowledge, no person or entity is infringing,

misappropriating, diluting, or otherwise violating any of the Intellectual Property
Rights of the Application/System. Neither is the DONOR nor any of its Affiliates
making or asserting any claim, demand, or notice against any person or entity alleging
any such infringement, misappropriation, dilution, or other violation.

2.6. There are no actions, suits, proceedings, or investigations pending or, to the DONOR’s
knowledge, threatened against it, at law or in equity, affecting or which may affect the
DONOR or the Application/System, or which might result in the impairment or loss of
the DONOR’s rights, title, or interests in or to the Application/System or which might
otherwise have a material adverse effect on the Application/System (including but not
limited to any action suit or proceeding, which might prevent or otherwise impair the
ability of the DONOR to sell, assign, transfer, and convey the Application/System,
before any court national, regional, municipal, international or other governmental
department, commission, board, agency or instrumentality which could affect the
validity of the subject donation. The DONOR likewise has no knowledge of any
violation or default with respect to any judgement, order, writ, injunction, or any
decree of any court, state, national, regional, municipal or other government
department, commission, board, agency or instrumentality which may result in any
such impairment. The DONOR is not aware of any existing ground on which any
action, suit, or proceeding might be commenced with any reasonable likelihood of
success.

2.7. The execution, delivery, and performance of this Deed by the DONOR will not result
in any violation of, or be in conflict with or constitute a default under any judgement,
order, writ, injunction, or any decree of any court, government department,
commission, agency or instrumentality, arbitrator or other governmental authority or
any statute, regulation, rule ordinance or license of any governmental authority
including without limitation all foreign and local laws applicable to the DONOR or to
which the Application/System may be subject.

Section 3. Usability

3.1 The source code of the Application/System is readable and usable in its current form
by the DONEE itself and using its existing facilities, and no portion thereof is
encrypted in a manner that will impair the use and full enjoyment of rights by the
DONEE.

3.2 The DONOR has not incorporated or caused the incorporation into the
Application/System of any product, software, or other materials for which the
Intellectual Property Rights are not owned solely by the DONOR.

3.3 The Application/System or any of its components are not subject to an Excluded
License.
 3.4 The DONOR shall not use, reuse, modify, improve, copy, reverse engineer,
disassemble, distribute, merge, or create derivative works of the Application/System
upon its turnover and delivery to the DONEE.

Section 4. Information Security

4.1. The DONOR has ensured that, at the time of delivery of the Application/System to
DONEE, it is compliant with international standards on information security, has
adequate encryption, access controls, testing, assessing, and evaluating measures of
security in place.

4.2. The DONOR has ensured that, at the time of delivery of the Application/System to
DONEE, it is compliant with all the requirements of law, particularly Republic Act
No. 10173, otherwise known as the “Data Privacy Act of 2012,” and its implementing
rules and regulations, in the collection, processing, retention and/or sharing of personal
information and sensitive personal information of any data subject, relative to the use,
operations, and maintenance of the Application/System.

4.3. The DONOR has not incorporated or caused the incorporation into the
Application/System or into any system within its network, anything that may cause
any security breach or unauthorized access or modification in the Application/System,
or that will degrade or infect any other software or the DONEE’s network or systems
including, without limitation, malwares, viruses, backdoors, trap doors, worms, time
bombs, malicious compilers, trojans, botnets or any malicious software, applications
or executables.

4.4. The DONOR or any third party will not, in any manner, have access to data or
information in or produced by the Application/System, after the execution of the Deed,
unless authorized in writing by the DONEE.

Section 5. Full Disclosure

5.1. The DONOR has made full disclosure to the DONEE of all aspects of the
Application/System and has made all of its books and records available to the DONEE
or its representatives in order to assist the DONEE in the performance of its due
diligence searches and no material information in relation to the COVID KAYA have
been concealed by the DONOR. The DONOR did not misrepresent or to cause any
person to misrepresent facts and data in relation COVID KAYA.

5.2. All representations and warranties by the DONOR in this Deed or in any other
document shall be substantially true and correct as of the date of the execution.

5.3. This donation is not made with the intent of defrauding any person or entity.

ARTICLE 5
CONFIDENTIALITY
The DONOR shall not disclose or authorize the disclosure of Confidential Information to any
third party, except with the prior express written consent of the DONEE. The DONOR shall take
reasonable precautions to prevent the unauthorized disclosure to third parties of all or such
Confidential Information. Upon execution of this Deed:

Section 1. Transfer of Interest in Confidential Information

1.1. Confidential Information related to the Application/System shall be and remain the
exclusive property of and belong exclusively to the DONEE, except as otherwise
agreed upon by the Parties. As such, the DONOR shall not use Confidential
Information for any purpose other than as authorized and directed by the DONEE.

Section 2. Non-Disclosure

1.1. The DONOR shall not reveal, disclose or divulge Confidential Information to any
other person or entity for any purpose other than as directed by the DONEE. In the
event that the DONOR is requested through any legal process to disclose Confidential
Information, the DONOR shall promptly notify the DONEE in writing, by hand
delivery, overnight courier, or written electronic transmission of such request so that
the DONEE can agree or disagree to such disclosure and/or take any actions it deems
necessary.

Section 3. No Right to Retain or Remove

1.1. The DONOR shall turnover to the DONEE’s possession, custody, or control all
Confidential Information or any document or thing that incorporates, represents or
contains Confidential Information, in any form, including but not limited to
documents, memory devices, media, copies, summaries, as well as keys, card keys or
other access devices.

Section 4. Destruction of All Data and Information

4.1. The DONOR shall, upon the complete transfer and delivery of the Application/System
to the DONEE in accordance with the terms of this Deed, ensure that all data and
information it acquired, stored, or possessed in the use, creation, and development of
the Application/System, prior to the execution of this Deed, are deleted or destroyed,
if not turned over to the DONEE.

4.2. Upon request of the DONEE, the DONOR shall provide a certification that it has
deleted and destroyed all data and information it had collected, stored, or processed,
because of or through the use and development of the Application/System, in
compliance with Article 3, Section 1.3.2 and Article 4, Section 4.1 herein.

ARTICLE 6
LIABILITIES

In no event shall the DONEE be liable for any incidental, indirect, exemplary, special or
consequential damages whatsoever including but not limited to damages for lost profits, income,
or savings, or interruption of business that may be suffered or incurred by the by the DONOR or
any person or entity affiliated or associated with the DONOR as a result of this donation, even if
advised of the possibility of such damages. Furthermore the DONOR acknowledges that the
DONEE shall not be liable for any matter that arose or may arise from acts, events, or
circumstances that occurred prior to the execution of this Deed.

ARTICLE 7
INDEMNITY

The DONOR agrees to indemnify and hold the DONEE, its officers, agents, employees,
representatives and Affiliates, including the indemnified persons free and harmless from and
against any and all losses, claims, damages, liabilities, and expenses in connection with the
investigation of or preparation for or defense of any claim, action or proceeding, related to, based
upon or arising out of:

1. Any breach of any representation, warranty or covenant of the DONOR hereunder;

2. Any failure of the DONOR to fully transfer the Application/System, its components,
and other deliverables under this Deed in a timely manner;
3. Any untrue statement of a material information furnished by the DONOR to DONEE;
or
4. Any omission to state in the information furnished by the DONOR to DONEE or in
materials or information furnished by the DONOR to DONEE, a material fact required
to be stated therein or necessary to make any statement therein not misleading.

ARTICLE 8
GENERAL PROVISIONS

Section 1. All costs and expenses incurred in connection with this Deed shall be paid by the
Party incurring such costs and expenses.

Section 2. Each of the Parties shall use all reasonable efforts, or cause to be taken all
appropriate actions, do or cause to be done all things necessary, proper or advisable, and execute
and deliver such documents and other papers as may be required to carry out the provisions of
this Deed and consummate and make effective the transfer contemplated by this Deed.

Section 3. Headings appearing at the beginning of the sections contained herein have been
inserted for identification and reference purposes, and shall not affect the construction of this
Deed.

Section 4. This Deed shall be governed by the laws of the Republic of the Philippines.

Section 5. If any term or other provision of this Deed is held invalid, illegal, or incapable of
being enforced by under Philippine Law or by reason of public policy, by final judgement of
courts of competent jurisdiction, the remainder of the Deed shall remain in full force and effect
and be valid and enforceable to the maximum extent possible, notwithstanding the invalidity or
illegality of the term or provision.
Section 6. In case of conflict, the provisions of this Deed shall be construed in such a manner
as to give full force and effect to the intended purposes enumerated herein.

Section 7. This Deed may be executed electronically or by way of electronic signature and in
counterparts all of which taken together shall form one single document, with each part deemed
an original and all such electronic signatures considered original signatures having the same
force and effect as written signatures and binding upon the Parties. If executed electronically, the
best evidence shall be a copy of the Deed bearing an electronic signature in Portable Document
Format (.PDF) form or in any other electronic format intended to preserve the original graphic
and pictorial appearance of the executed document.

Section 8. This Deed constitutes the entire agreement among the Parties and supersedes all
previous agreements, proposals, representations, correspondences, and discussions. Anything not
reflected in this Deed shall not bind the Parties and may not be relied on by any Party.

IN WITNESS WHEREOF, the parties have caused this Deed to be signed on the date and place
indicated in their respective Acknowledgment.

DEPARTMENT OF HEALTH WORLD HEALTH ORGANIZATION

By: By:

FRANCISCO T. DUQUE III [name]

Secretary [position]

WITNESSES

For the DONEE: For the DONOR:

__________________________________ __________________________________

FIRST ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

MANILA ) S.S.

BEFORE ME, a Notary Public, for and in Manila, Philippines, this _______ day of
________________ 2020, personally appeared the following person, personally known to me (or
proved to me on the basis of competent evidence of identity) to be the same person who executed
the foregoing instrument and he acknowledged to me that the same is his free and voluntary act
and deed, and the free and voluntary act and deed of the entities represented, to wit:
 Name Government Issued ID (with date/place of issue)

FRANCISCO T. DUQUE III

This instrument refers to a Deed of Donation, consisting of ____ ( ) pages including this page on
which this acknowledgment is written.

WITNESS MY HAND AND SEAL on the date and at the place first above
mentioned.

NOTARY PUBLIC

Doc. No. _________;

Page No. _________;
Book No. _________;
Series of 2020.

SECOND ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

) S.S.

BEFORE ME, a Notary Public, for and in ____________, Philippines, this _______ day of
________________ 2020, personally appeared the following person, personally known to me (or
proved to me on the basis of competent evidence of identity) to be the same person who executed
the foregoing instrument and he acknowledged to me that the same is his free and voluntary act
and deed, and the free and voluntary act and deed of the entities represented, to wit:

Name Government Issued ID (with date/place of issue)

[name]

This instrument refers to a Deed of Donation, consisting of ____ ( ) pages including this page on
which this acknowledgment is written.

WITNESS MY HAND AND SEAL on the date and at the place first above
mentioned.
 NOTARY PUBLIC

Doc. No. _________;

Page No. _________;
Book No. _________;
Series of 2020.