DISTRIBUTOR SALES AGREEMENT

1 PARTIES TO AGREEMENT

This Agreement, made and effective as of the

1111/11/229311/11/221311/11/22stth day of November 20224th day of
December 2009, by and between ABC CORPORATION, a corporation
organized and existing under Philippine laws with principal place of
business at ________________ (hereafter referred to as ABC) and
______________ with principal place of business at (hereafter referred to as
Distributor).

2 DEFINITIONS

2.1 The following terms are defined as:

Agreement: This entire Agreement including

any Schedules, Attachments and
Addenda.

Commencement Date: The date on which the parties to

the Agreement sign Section 28. In
the event two dates appear in
Section 28, the Commencement
Date becomes the date on which
the last party signs the Agreement.
Non-Disclosure Agreement: The non-disclosure agreement in
the form set out in attachment 1 to
be entered into by the distributor,
its officers and its clients pursuant
to section 15.7.
ABC Price Guidelines: Guidelines listing the Products
and their prices (see Attachment 3)
and subject to change as provided
by Sec. 9.
Price: The price of any Products.
Products: Standard systems comprising the
hardware and software listed and
identified in the ABC Price
Guidelines and such other
products as may be added from
time to time pursuant to Section 9.
Software: The software provided pursuant to
Section 16 for use on or in
conjunction with the Products.
Term: The period commencing on the
Commencement Date and ending
at the expiration of this
Agreement.
Territory: _______________________

3 WITNESS
3.1 WHEREAS, Distributor has the capability of acting as a marketing,
maintenance, project management, end-user training, application software
developer and technical support representative for ABC; and

3.2 WHEREAS ABC desires that Distributor performs the services cited above
on its behalf, the Distributor and ABC have accordingly agreed to enter
into this Agreement.

4 PURPOSE AND PRODUCTS

In consideration of the mutual covenants and agreements hereinafter

contained, and subject to the terms and conditions of the Agreement, ABC
agrees to sell to the Distributor, and the Distributor agrees to purchase
from ABC, the Products for the Territory for the Term of this Agreement
unless terminated earlier for any reason cited throughout this Agreement.

5 TERRITORIAL COVERAGE

5.1 The Distributor shall sell the Products in the Territory, on a non-exclusive
basis. Although ABC does not currently plant to appoint any other
distributors in the Territory, it may do so in the future. Prior to
appointing other distributors, ABC will notify the Distributor.

5.2 In the normal course of business, ABC intends to solicit orders from the
Territory, for delivery to the Territory, from the Distributor. ABC does not
intend to accept orders from end users for installation in the Territory
except as noted below.

5.2.1 ABC provides “Master Purchasing Agreements” to large customers

operating on a global basis. These customers may elect to purchase
Products directly from ABC for their own use or as a part of an
overall system throughout their nationwide operations which
could include the Territory.

5.2.2 In certain very price-sensitive market segments, such as

Government Agencies, etc., ABC may choose to sell on a direct
basis. In those situations, when ABC sells directly and the
Distributor provides sales support, ABC will pay a fee to the
Distributor for their effort. The parties shall mutually agree in
writing, on a case-by-case basis, as to the amount of such fees for
sales support services in advance of the Distributor rendering such
services.

5.2.3 In the event that the Distributor is not providing adequate sales
follow-up of any particular market segment, and/or specific
customer sales opportunities made known to the Distributor by
ABC, as reasonably determined by objective criteria, then ABC
reserves the right to cover such markets in an alternative manner
provided that the Distributor fails to correct the situation 60 days
after receiving notice from ABC as to the particulars of how the
Distributor is not adequately conducting sales follow-up.

5.2.4 In case a prospective sale of Products in the Territory cannot be

made by the Distributor, then Distributor shall ask ABC to make
the sale directly, with the Distributor acting as the compensated
agent of ABC. The parties shall determine the fee to be paid for the

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 Distributor’s services (but not the Products) as agent prior to
execution of a sales agreement by ABC with the prospective
purchaser.

5.3 In the event that those situations referred to in Section 5.2 develop, where
applicable, ABC will assist the Distributor in obtaining the on-going
maintenance support for such Products sold in the Territory. Price for
maintenance will be determined jointly.

5.4 The Distributor shall not solicit orders from outside the Territory for
delivery of Products outside the Territory.

6 TERM OF AGREEMENT

Subject only to the terms of this Agreement, this Agreement shall

commence on the Commencement Date and shall continue for a period of
one (1) year. Thereafter this Agreement shall continue on a year-to-year
basis in which case it may be terminated by either party with 60 days prior
written notice. Provided however (where such 60 days notice is served by
ABC to the Distributor) that: if any specific customer project is designated
by the Distributor in writing to ABC prior to the 60 days written notice,
this Agreement shall be extended on a non-exclusive basis for an
additional 60 days to cover the said active customer prospects.

7 PERFORMANCE MEASUREMENTS

7.1 The Distributor shall assume the responsibility, as a Distributor, for

developing the sales potential and satisfying the sales demand for the
Products, including sales, delivery, customer specific software
development in the Products, installation and on-going maintenance,
when supplied by the Distributor, which may be associated with ABC’s
systems throughout the Territory.

7.2 ABC may elect not to renew the Agreement unless, within twenty four
(24) months of the Commencement Date and thereafter throughout the
Term, the Distributor shall acquire and maintain at all times, no less than
_______________ for inventory, rental or consignment (loan) to
prospective customers.

7.3 Prior to delivery of the initial customer Product system, the Distributor
must purchase and take delivery of the recommended spare parts list or a
spare system.

7.4 The Distributor is not required to guarantee purchase of a specific

quantity of the Products during the Term of this Agreement, and the
Distributor’s failure to meet the minimum performance levels in the
Territory set forth below in this Section (“Minimum Levels”) shall not be
deemed as grounds for termination of the Agreement prior to the
expiration of the initial __________-year term. However, ABC may elect
not to renew the Agreement after the expiration of the initial _____-year
term as provided in Section 6 if the Distributor fails to meet the Minimum
Levels in the Territory, provided ABC gives 90 days prior written notice of
its intention not to renew the Agreement. The Minimum Levels in the
Territory shall be as follows (reference is to the net purchase price of the
Products from ABC):

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 7.4.1 During the period from _________ 1996 to __________ 199__ ……

7.4.2 During the period from _____________ to ______________ ………

The performance target shown above will be reviewed on___________ and

each ___________ thereafter for the following year, to determine whether
to change the target.

7.5 The above orders are defined as the placement of written, faxed or
telexed orders with delivery as cited above unless a delay in delivery is
the fault of ABC. (See Section 8 for additional details related to order
placement.)

7.6 If the Distributor fails to comply with any of the provisions of Section 7.1,
7.2 or 7.3 ABC may, at its option, terminate this Agreement by serving the
Distributor with thirty (30) days prior written notice of termination.

7.7 ABC shall have the right to increase the minimum performance level
stipulated in Section 7.7 with respect to any calendar year after January
1997 by no more than 50% of the previous year’s minimum performance
level. ABC shall give the Distributor not less than 3 months prior written
notice of such an increase.

8 MONTHLY PLANNING FORECASTS AND PLACEMENT

OF/CHANGES TO ORDERS

8.1. Planning Forecast

To assist in the proper scheduling of production capacity, ordering of

material and shipment of Products by ABC, the Distributor shall on a
monthly basis, submit to ABC by not later than the 15th day of each
month a Forecast Report. This report will cover the next four month
period and provide estimates of orders likely to be achieved and
estimating total net peso sales by reference to the net purchase price from
ABC. The Distributor will report the required information by completing
the “Sales Forecast Report” form (as updated from time to time), an
example of which is provided in Attachment 2.

Estimated orders removed from the prior forecasts shall be listed with the
reason for removal as follows:

1) Won.
2) Lost to (competitor’s name).
3) Lost to (type of alternative solution).
4) Delayed.
5) No project.

The first Forecast Report shall be submitted concurrent with the execution
of this Agreement.

8.2 Placement of Orders

The Distributor agrees that all orders placed with ABC are final and
binding and no Products may be returned to ABC without the prior
written authorization of ABC, which shall not be unreasonably withheld,

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 if the Products are defective, or the shipments do not conform to the
Distributor’s order.

The Distributor agrees to submit via telex, telefax or separate purchase

order for all Products ordered which will contain:

8.2.1 complete listing of hardware and software items required,

8.2.2 requested delivery date, and

8.2.3 details of all technical assistance to be provided by ABC (if

applicable) at prices agreed to in advance, and

8.2.4 details of all functional specifications (as agreed to in advance)

and/or other necessary documentation to permit ABC to
manufacture the Products.

In no event shall the delivery date of any Products (regardless of when delivery
was requested) be less than sixty (60) days from the written acceptance date from
ABC for any order unless ABC shall have agreed in advance and in writing to
such earlier delivery.

Each purchase order and associated documentation is subject to ABC’s approval

and acceptance which shall not be unreasonably denied or withheld. Acceptance
of an order shall be evidenced by a written acknowledgment of an order, sent to
Distributor by ABC. (The written acknowledgment shall confirm the delivery
date or specify an alternative delivery date.)

Each Purchase Order shall refer to this Agreement.

The acceptance date of an order from the Distributor, sent to ABC, shall be the
date of the delivery of such an order to ABC, and ABC shall notify the
Distributor of the acceptance in writing for the confirmation.

The terms and conditions of this Agreement shall govern the business
relationship between the parties hereto to the exclusion of any other term or
condition of any other document.

8.3 Changes To Orders

8.3.1 With respect to any Products ordered, any changes to the

configuration or specification originally ordered by the Distributor may
be requested by the Distributor prior to delivery, including the addition of
Product enhancements, provided that ABC receives written notice thereof
and is able to provide written acceptance at least two (2) months prior to
the scheduled delivery date.

8.3.2 Configuration changes may also be made by the Distributor after

delivery of Products in order to incorporate product enhancements. All
such enhancements or changes are to be performed by the Distributor’s
personnel. Such enhancements or changes shall be the total responsibility
of the Distributor.

8.3.3 In case the Distributor cancels an order for any Products the
Distributor shall pay ABC cancellation charges in accordance with the
following schedule:

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 Cancellation more than 91 days prior to the scheduled delivery
date - no charge.

Cancellation 61 to 90 days prior to the scheduled delivery date - 35

per cent of the Product Price.

Cancellation 31 to 60 days prior to the scheduled delivery date - 75

per cent of the Product Price.

Cancellation 30 days or less prior to the scheduled delivery date -

100 per cent of the Product Price.

8.3.4 Any costs incurred by ABC in modifying standard Products

ordered by the Distributor, shall be invoiced to the Distributor
with payment due to ABC within fifteen (15) calendar days from
the date of invoice or telex notification to the Distributor. The
parties shall agree in writing to any extra costs or expenses which
ABC shall charge to the Distributor in modifying standard Products
ordered by the Distributor.

8.3.5 In the event of termination by ABC of this Agreement, any

Products ordered, but not shipped by ABC on the date of notice of
termination, shall, at the option of the Distributor, be for the
account of ABC.

8.3.6 In the event that ABC is unable to deliver standard products within
the scheduled delivery date, ABC will notify Distributor of delay
and rescheduled/estimated delivery date. If this delay is 45 days
after scheduled delivery, Distributor may cancel the affected order
without charge. The value of the canceled order will be credited
towards the performance targets in Section 7.7.

8.4 Changes to Minimum Lead Time for Orders

ABC shall use all reasonable endeavors to accommodate occasional

requests for delivery in less than standard lead time. ABC reserves the
right to temporarily increase the minimum lead time for orders.

9 PRICE AND DISCOUNT SCHEDULES

9.1 The prices stated in the ABC Price Guidelines(hereafter referred to as

Guidelines) are ABC current list of prices for the Products. In the event
that ABC wishes to change the Guidelines, ABC agrees to give seventy
five (75) days prior written notice of the same to the Distributor, and such
prices shall become effective seventy-five (75) days from the date such
notice is served. However, such new prices shall not affect any order
transmitted by the Distributor and accepted by ABC prior to the date of
serving such notice, provided that the Letter of Credit, or Wire Transfer,
for such order has been opened with a Makati City bank, or received by
ABC if payment is by Wire Transfer, in accordance with the requirements
cited in Section 12. Should the Distributor submit a proposal to the
customer which exceeds the seventy-five (75) day price protection period,
the Distributor does so at its own risk. For selected projects, on a case-by-
case basis, ABC may extend (in writing) the 75-day price protection period
to 180 days.

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9.2 From time to time, ABC further reserves the right, without prior approval
from the Distributor, to make additions, deletions or changes to the
Products listed and identified in the Guidelines. ABC shall give written
notice to the Distributor of its intention to make such additions, deletions
or changes and these changes shall become effective seventy-five (75) days
from the date of service of such notice.

Such changes shall not affect any orders transmitted by the Distributor
and accepted by ABC, provided that the Letter of Credit, or Wire Transfer,
for such orders has been opened with a Makati City bank, or received by
ABC if payment is by Wire Transfer, in accordance with the requirements
cited in Section 12 and that the scheduled delivery date of such order is
within 120 days from the date of the order.

9.3 A quantity discount of ____________ percent (______%) is granted to the

Distributor for the Term of this Agreement.

The quantity discount applies to standard factory assembled

configurations as listed in the Guidelines. Any non-standard features or
equipment or modifications not listed in the Guidelines, but ordered by
the Distributor, shall be priced separately and shall not be subject to
discounts but shall be taken into account for the purpose of calculating
minimum performance levels referred to in Section 7.4.

Spare parts purchased are eligible for the cited discount and will be
applied to the cited performance levels in Section 7.4.

9.4 The discount does not apply to such charges as training, technical
assistance (per Section 13), custom software, software license (per Section
16) transportation costs, insurance, taxes, freight, export and/or import
charges or duties and other similar costs. Such charges shall not be
applied to the cited performance levels.

9.5 If Distributor requests ABC to develop a feature unique to the Territory,

then ABC will provide price and delivery information based on full cost
being absorbed by Distributor.

10 SHIPMENT DETAILS

The shipping terms shall be FCA Makati City according to INCOTERMS

1990. The carrier (or freight forwarder) will be mutually agreed upon by
ABC and the Distributor. The risk of loss or damage is transferred from
ABC to the Distributor when the goods have been delivered (as defined
by INCOTERMS 1990) to the carrier or agreed to freight forwarder.

11 TRANSFER OF TITLE

11.1 The Products (other than the items referred to in Section 11.5) delivered by
ABC to the Distributor shall remain the sole and absolute property of ABC
as legal and equitable owner until such time as all monies due with
respect to the Products have been paid to ABC.

11.2 If legal registration is required to make Section 11 binding, Distributor

shall provide any required assistance.

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11.3 The Distributor’s right to possession of such Products shall cease
immediately upon the happening of any event set out in Section 18.2.1.

11.4 The provisions of Section 11.1 relating to the passing of title shall not
apply to any software supplied by ABC under the terms of this
Agreement. Title to all software supplied shall NOT pass to the
Distributor at any time, but shall be governed by the provisions of Section
16.1.

12 PAYMENT REQUIREMENTS

12.1 The Distributor shall pay ABC in Philippine Pesos, free of all remission
charges or other bank charges or fees, at a Makati City bank designated or
agreed to by ABC, the purchase price specified in the Guidelines or as
may be modified as specified below for Products. Payment shall be by a
confirmed, irrevocable and divisible Letter of Credit (confirmed by the
Makati City bank) in ABC’s favor.

12.2 Letter of Credit is to be opened forty-five (45) days prior to requested

shipment date, validity of this Letter of Credit to be one hundred and
twenty (120) days, with up to sixty (60) days after shipment, at ABC’s
option, for presentation of documents. Letter of Credit must state and be
payable to ABC immediately upon shipment departure from ABC
facilities to destination and upon presentation of a copy of the Airway
Bill or Bill of Lading and a copy of the ABC Commercial Invoice covering
items shipped. The cost, if any, of such Letter of Credit and
confirmation shall be borne by the Distributor.

In addition, the above Letter of Credit must contain the following:

i) Authorization for air shipment with partial and tran-shipments

allowed.

ii) Shipment to be marked “FCA-Makati City” and marked “Freight

Collect At Destination” at time of delivery to the Distributor. This
statement must be cited in the wording of all Letters of Credit.

iii) Funds available at sight for 100% of invoice value.

12.4 Insurance of Equipment will be arranged by ABC unless other

arrangements are requested in writing by the Distributor. All such
insurance arranged by ABC for the Distributor is billable and to be paid
within 15 calendar days of the date of the ABC invoice.

12.5 In addition to payment of the purchase price, the Distributor shall pay or
reimburse ABC through Wire Transfer or the Letter of Credit
arrangements described in this paragraph for all insurance,
transportation, special duties, loading charges, sales, and/or use taxes,
and excises and other charges payable to any national, state or local
government upon or measured by the price or value of the Products sold
pursuant to this Agreement; provided, however, the Distributor shall not
be liable for any taxes, excises or charges levied or made before the
Products leave ABC’s plant or which are in the nature of an income tax or
a corporate franchise tax imposed or levied on ABC.

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 Any unusual or extraordinary charges will not be reimbursed by the
Distributor unless ABC obtains the prior written permission of the
Distributor as to the particular extraordinary charges.

12.6 Orders may be paid for by Wire Transfer of 100% of order price upon
prior written, fax or telex approval/confirmation by ABC, said Wire
Transfer to be made to a Makati City bank, approved or argreed to by
ABC, and deposited to ABC’s account prior to shipment.

12.7 If any sums payable under this contract are overdue more than 15 days,
then ABC reserves the right to charge interest on a day-to-day basis from
the original due date at the rate of __% of the unpaid balance per month or
the maximum rate allowed by law, whichever is lower.

13 SUPPORT FROM ABSCOR

13.1 ABC agrees to assist where possible in the training efforts related to the
sales and marketing programs of the Distributor. This will include
support by ABC’s personnel and use of ABC-related sales promotional
material.

13.2 ABC agrees for the duration of the Term to train the Distributor’s
software/systems support personnel at ABC’s regular training sessions, in
software and hardware capabilities of the Products and in configuration
requirements. This training will be provided only to full-time permanent
employees of Distributor who meet the qualifications described in
Attachment 5. Said training shall be conducted at _______________.

Training shall take place at ABC’s training facility at a cost of P________

per individual per week. If such training is given as part of ABC’ss
scheduled training program, this fee shall be waived for the first two
people attending. Salary, travel, lodging and other cost of living expenses
of such personnel shall be paid for by the Distributor.

13.3 ABC agrees to train, during the Term, maintenance and installation
personnel or agents of the Distributor at ABC’s regular training sessions in
the maintenance, installation and commission of the Products. Such
training will be performed at ABC’s training facility at a cost of
P_________ per individual per week.

If such training is given as part of ABC’s scheduled training program, the

fee will be waived for a reasonable number of attendees. Salary, travel,
lodging and other cost of living expenses for such personnel shall be paid
for by the Distributor.

Training arrangements (for Sections 13.2 and 13.3) must be requested at

least 60 days prior to the scheduled or requested training date to permit
possible attendance in the desired training session, as availability is on a
first come, first served basis. Emergency situations will be addressed on a
case-by-case basis.

13.4 ABC shall use its reasonable endeavors to provide systems and technical
support personnel for the Products in the Territory. The fee shall be
P_________ for a standard eight-hour working day. The Distributor shall
be responsible for travel, accommodation and related living expenses of
such personnel. This fee shall be valid until _________ and thereafter may

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 be increased annually by ABC but not by a percentage greater than the
increase, in the corresponding period, in the Consumer Price Index
published by _____________.

13.8 ABC shall provide the Distributor its Spare Parts List, at the then
prevailing system/spare parts prices, with spare and replacement parts
necessary for successful maintenance and repair of the Products. ABC
shall provide a list of recommended tools and test equipment required to
perform diagnostics on the Products. ABC shall (on a best-efforts basis)
notify the Distributor at least six (6) months in advance, by written notice
of any planned termination of any Product and/or spare parts so that the
Distributor will have an opportunity to order spare parts sufficient to
fulfill contractual commitments.

14 COMMITMENTS BY DISTRIBUTOR TO DEVELOP AND SUPPORT

TERRITORIAL MARKET REQUIREMENTS

14.1 The Distributor shall be responsible for the total hardware and software
maintenance support of any Products purchased hereunder and shall use
its best efforts to provide a prompt and reliable maintenance service to
end users.

14.2 The Distributor shall maintain an adequate stock of spare and

replacement parts at all times to promptly service its clients’ needs. In any
event such stock should conform to ABC’s Spares Kit quantity
recommendations.

14.3 The Distributor shall order spare and replacement parts as required
subject to ninety (90) days delivery lead time. Emergency orders will be
fulfilled on a best-effort basis once the Distributor notifies ABC of the
malfunction condition, and ABC shall use all reasonable efforts to insure
fastest possible delivery.

14.4 The Distributor agrees to assume responsibility for preparing, submitting

and expediting all applications and test arrangements for any regulatory
or safety type approvals that are required in the Territory with respect to
the Products. All related costs shall be shared equally by ABC and the
Distributor. ABC shall provide the necessary equipment and supporting
technical information required to obtain such approval.

ABC shall be responsible for the implementation of any necessary

modifications required to comply with the regulatory or safety approval
process. Prior to the start of the approval process, the Distributor shall
place a purchase order with ABC whereby the Distributor agrees to buy
the relevant Product after the successful completion of the approval
process.

14.5 The Distributor agrees to provide a trained sales and marketing team
sufficient in size and competent to give effect to the requirements of
Section 7.1. At least one full-time sales representative/product manager
must be dedicated exclusively to selling ABC’s products (without any
other responsibilities).

14.6 The Distributor agrees to provide a hardware and software installation

and maintenance team sufficiently trained to provide an efficient,
competent and prompt installation and maintenance service for its

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 customers and the Products. The assigned staff must, at all times, include
at least one person who has successfully completed ABC’ss training
program. The assigned staff must possess the qualifications listed in
Attachment 5.

14.7 The Distributor shall throughout the Term act in good faith and act loyally
towards ABC.

14.8 The Distributor shall conduct its business in an orderly and business-like
manner.

14.9 The Distributor agrees to pass on inquiries from customers outside the
Territory and to pass on information which may prove beneficial or
prejudicial to sales of the Products.

15 TREATMENT OF PROPRIETARY AND CONFIDENTIAL

INFORMATION

15.1 Except as otherwise provided in this Agreement, ABC shall retain all
proprietary rights (of any nature whatsoever throughout the world and
for the duration of their term and any renewals thereof) in and to all
designs, engineering details, technical, manufacturing, marketing and
other data pertaining to the Products (and all equipment and components
therein) and to all discoveries, inventions, patent rights, trade secrets,
know-how or other data arising out of work done by ABC in connection
with manufacturing, installing, testing and operating the Products and in
respect of any components or equipment developed as a result thereof,
including the sole right to manufacture any of the Products.

15.2 The Distributor agrees that it shall afford access to ABC’s proprietary data
and all other confidential information only to those of its customers,
employees, agents or consultants having a need to know, and shall
employ reasonable measures (not less diligent than it employs to protect
its own proprietary information) to prevent existing or former customers,
employees, agents or consultants or any other persons who have had
access to such proprietary data (as a consequence of their employment or
involvement with, or retention by the Distributor or unauthorized release
of information to them by the Distributor) from using, copying,
publishing, reproducing or disclosing any of ABC’s proprietary data or
other confidential information. The Distributor shall promptly notify ABC
of any unauthorized copying or use of ABC’s proprietary data or other
confidential information of which the Distributor may become aware, and
shall fully cooperate with ABC in any legal action appropriate under the
circumstances, whether civil or criminal.

15.3 The obligations of the Distributor under the two preceding paragraphs
shall be imposed by the Distributor upon any sub-distributors properly
appointed hereunder.

15.4 The Distributor shall:

15.4.1 not cause or permit any thing which may damage or endanger the
said proprietary rights or other confidential information referred to in
Section 15.1 or assist others to do so;

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 15.4.2 promptly notify ABC of any suspect infringement of the said
proprietary rights or confidential information;

15.4.3 take such reasonable action in respect of such infringement as ABC

shall direct;

15.4.4 indemnify ABC for any liability incurred or loss suffered as a result
of the Distributor not using such proprietary rights or confidential
information in accordance with the terms of this Agreement;

15.4.5 not use any trade names or marks or other such property capable of
being confused with those of ABC;

15.4.6 not make use of the said proprietary rights and confidential
information except for the purposes of giving effect to this Agreement;

15.4.7 cease making use of the proprietary rights and confidential

information as from the date of termination of this Agreement.

15.5 The parties hereto recognize that in order for the Distributor successfully
to market, sell and service the Products, it will be necessary for ABC to
impart to the Distributor significant confidential information, data, new
products, and other matters constituting trade secrets of ABC. To protect
the integrity thereof, the Distributor shall not without one hundred and
twenty (120) days prior written notification to ABC, handle, during the
Term for resale within the Territory, products which are competitive with
the Products. The phrase “competitive products” includes
_____________________.

15.6 All terms and conditions of the Non-Disclosure Agreement, (see

Attachment 1) apply to this Agreement. An officer of the Distributor shall
be required to sign the Non-Disclosure Agreement prior to the execution
of this Agreement. An executed copy of the Non-Disclosure Agreement,
shall be delivered to ABC.

Each year the Distributor shall confirm in writing to ABC that the
Distributor has on file signed Non-Disclosure Agreements from its
employees and customers. All Non-Disclosure Agreements shall contain
identical or substantially similar clauses to those contained in the Non-
Disclosure Agreement.

16 SOFTWARE LICENSES

16.1 In consideration of a license fee of P___________ per year (in addition to

the initial software license fees shown in the Guidelines), payable in
advance on a quarterly basis, ABC shall provide the Software for Products
listed in ABC’s Guidelines. The Software is provided to the Distributor
for use only on the Products purchased by the Distributor from ABC. The
Distributor may sub-license the Software to its customers for use on the
Products purchased, leased or provided by Distributor. The Distributor
shall insure that its terms of supply prohibit its customers from making
the Software available to any other individual or organization without
prior written approval from ABC. The title to, and ownership of, the
Software or any part of it shall not in any circumstances pass on to the
Distributor, its customers or any other party. Any infringement or non-

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 compliance with this Section shall justify termination of this Agreement
under the terms of Section 18.

16.2 The Distributor shall acquire only such rights in and to the Software as are
accorded herein, or by a specific license.

16.3 The Distributor shall insure that any end-user shall return to the
Distributor all documentation relating to the Software upon termination
of any sub-license arrangement referred to in Section 16.1 above.

16.4 The Distributor shall insure that any end-user shall in all cases sign an
agreement embodying all sub-license terms set forth in Attachment 4 to
this Agreement.

16.5 In the event that the Distributor orders Custom Application Software from
ABC, all original written material identified as Custom Application
Software, and prepared for the Distributor pursuant to this Agreement
and for which the Distributor pays the total direct development cost
thereof shall jointly belong to Distributor and ABC, and shall be jointly
copyrighted by ABC.

17 WARRANTY CONDITIONS

17.1 ABC hereby represents and warrants that each Product sold to the
Distributor under this Agreement shall be free from manufacturing and
material defects for a period of one hundred eighty (180) days from the
date of shipment, FCA Makati City, contingent upon proper and normal
use and application of the Products.

17.2 In the event that any sub-assembly or component of the Products are
found to have a manufacturing and/or material defect under proper and
normal use and service, the Distributor shall return such defective sub-
assemblies or components of the Products to ABC by pre-paid freight
(obtaining written shipping instructions from ABC prior to returning the
items to ABC) with information as to the defects within the scope of this
warranty, and ABC shall, at its option, repair or replace said items. If
ABC determines that the items are defective within the scope of this
warranty, ABC shall bear all outbound transportation costs and cost of
repair or replacement.

If ABC determines that the sub-assemblies or components of the Products

are not in fact defective within the scope of this warranty, then the
Distributor shall be responsible for all transportation costs to and from
ABC and all costs associated with ABC’s inspection, repair and/or
replacement.

17.3 ABC’s warranty:

17.3.1 does not cover Products or Software which have been modified
(except those components which the Distributor has modified in
agreement with ABC to address local safety regulations), removed,
installed or reinstalled by someone other than ABC’s
authorized representatives, which term includes such of the
Distributor’s personnel who have been fully trained by ABC;

13
 17.3.2 does not apply if adjustment, repair or replacement of parts, or
components is required because of accident, neglect, misuse, failure
of electrical power, air conditioning or humidity control; and

17.3.3 does not cover Product malfunctions caused by defects in the user’s
host computer or telecommunications systems.

17.4 ABC’s liability to the Distributor arising out of supplying the Products or
their use, whether on warranty, contract or otherwise, shall not in any case
exceed either:

17.4.1 the cost of correcting defects in any Product; or

17.4.2 the price paid by the Distributor for any defective component in the
Products, whichever is less.

17.5 In no circumstances will ABC be liable for indirect or consequential loss or

damages.

17.6 The parties agree that subject to Sections 17.1 to 17.6, all guarantees,
warranties, conditions and representations, either expressed or implied,
whether arising under any statute, the common law, commercial usage or
otherwise, including implied warranties of merchantability and fitness for
a particular purpose, are excluded and shall not apply to the Products.

17.7 The Distributor shall indemnify ABC against all losses costs or demands
arising out of the Distributor’s failure to meet its obligation as set out in
this Agreement.

17.8 ABC shall (subject to the provisions of Section 11) transfer and convey to
the Distributor good and marketable title to the Products (but not the
Software) purchased by Distributor.

18 TERMINATION

18.1 This Agreement may be terminated at any time by mutual consent of ABC
and the Distributor, such agreement to be evidenced in writing and signed
by both parties.

18.2 This Agreement may be terminated prior to its expiration by the

appropriate party (as specified in Sections 18.2.1 to 18.2.7 serving upon the
other, not less than thirty (30) days prior written notice, if any of the
following events shall have occurred and be continuing for a period of ten
days:

18.2.1 By ABC, if the Distributor makes any arrangement with its

creditors generally, has a receiver or administrator appointed, or
execution levied upon, all or any part of its business assets, goes
into liquidation (otherwise than for purposes of amalgamation or
reconstruction) or dissolution under any bankruptcy,
reorganization, insolvency or similar laws or becomes unable to
pay its debts as they fall due; or if the Distributor falls under the
direct or indirect control of any company or individual or group of
individuals which is either a substantial trade competitor of ABC,
its subsidiaries, affiliates or associated company of ABC or if the
Distributor sells or disposes of all or a substantial part of its

14
 business or assets; or if there is any substantial change in the
Distributor’s business or conduct thereof. The Distributor shall
promptly and fully inform ABC of the imminence or occurrence of
any event described in this Section.

18.2.2 By the Distributor, in the event that ABC shall have a receiver or
administrator appointed or execution levied upon all or any part of
its business or assets, goes into liquidation (other than for the
purpose of amalgamation or reconstruction) or dissolution under
any bankruptcy, insolvency or similar laws, or if ABC is unable to
fulfill its obligations under this Agreement. ABC shall promptly
and fully inform Distributor of the imminence or occurrence of any
event described in this Section.

18.2.3 By ABC, if the Distributor, fails to meet the performance

measurements set out in Section 7 of this Agreement.

18.2.4 By ABC, if the Distributor fails to comply with the payment terms
of Section 12, 13.6 and 16.1.

18.2.5 By ABC, if the Distributor, including any appointed sub-

distributors, breaches the confidentiality requirements and other
obligations referred to in Section 15.

18.2.6 By either party if the other party fails to observe or perform and/or
breaches any term or condition of this Agreement to be observed or
performed by it, following ninety (90) days written notice of default
fully describing the breach and the acts believed necessary to
remedy the same and the recipient failing to remedy the default or
breach within the said ninety (90) days.

18.2.7 By ABC, if any Officer of the Distributor is convicted of a criminal

act.

18.3 Upon termination of this Agreement, the rights, duties and responsibilities
of the parties arising under this Agreement prior to such termination
under Sections 15, 16, 18, and 25 of this Agreement and the Non-
Disclosure Agreement shall survive and be enforceable in accordance with
the terms of this Agreement and the said Non-Disclosure Agreement.

18.4 In the event of termination of this Agreement, ABC reserves the right to
ship to the Distributor all Products covered by orders which have been
accepted by ABC prior to the termination date.

19 LIMITATION OF LIABILITY

ABSCOR SHALL NOT BE LIABLE OR RESPONSIBLE FOR ANY

CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY REASON
WHATSOEVER.

20 ABSCOR TRADE/SERVICE MARKS AND COPYRIGHT

PROTECTIONS

The Distributor may request the use of ABC, trademarks, tradenames

and/or service marks in conjunction with the promotion, sale and
servicing of the Products. ABC may authorize such use which shall be in

15
 accordance with written guidelines issued by ABC. If required the
Distributor shall execute any document in this regard that ABC shall
require.

21 FORCE MAJEURE

Neither party shall be liable to the other for any delay in performance or
failure to perform any term or condition of this Agreement or otherwise
agreed to by the parties herein caused directly or indirectly by fire,
explosion, accident, flood, labor trouble or shortage; any regulation, rule
or act of any government or governmental agency; inability to obtain or
shortage of suitable material, components, parts, equipment, machinery,
fuel, power, or transportation, act of God, armed conflicts, civil
commotion, or any other cause of similar or dissimilar character which is
beyond reasonable control. The time for completion of any such delayed
performance shall be extended for a period equal to the duration of such
delay.

22 NOTICES

22.1 Any notice, demand, consent, order or request required or permitted to be

given under this Agreement to either party shall be in writing, shall be
delivered to the applicable party as indicated below, and shall be sent by
registered air mail, telex, or facsimile, addressed, if to ABC, to :

ABC Corporation

_________________________

_________________________

Attn : ___________________

or if to the Distributor, to :

_________________________

_________________________

_________________________

Attn : ___________________

or to such other address as the parties may from to time designate in

writing.

22.2 Subject to any provision to the contrary contained in this Agreement any
notice, demand, consent, order or request shall :

22.2.1 if served personally be deemed to have been delivered at the time

of delivery;

22.2.2 if sent by registered airmail and correctly addressed and pre-paid

be deemed to have been delivered on the expiration of 96 hours
from the time of sending;

16
 22.2.3 if sent by telex or facsimile be deemed to have been delivered upon
acknowledgment by ABC.

23. JURISDICTION

This agreement shall be governed in every particular including formation

and interpretation in accordance with Philippine law and any dispute
arising between the parties pursuant to this Agreement shall be brought in
any court of competent jurisdiction in Makati City.

24. SPECIAL CONDITIONS

Neither the whole nor any part of this Agreement shall be deemed in any
way transferrable or assignable by the Distributor to any other person or
entity, and the Distributor shall neither assign nor delegate all or any part
of its rights or obligations under this Agreement except or provided in
16.1. However, ABC may assign its rights under any payment to be made
by the Distributor under this Agreement, to a bank or institutional lender
in connection with any financial arrangements between ABC and such
bank or lender. Further, ABC may assign this agreement to a successor in
title to substantially all of its business or assets.

25 GENERAL ELEMENTS

25.1 The Distributor shall not assign any of its rights or delegate any of its
obligations under this Agreement without the prior written consent of
ABC, which shall have complete discretion as to the same.

25.2 Paragraph headings are included for convenience only and are not to be
used to construe or interpret this Agreement.

25.3 No delay or failure of either party in exercising any right hereunder, and
no partial or single exercise thereof, shall be deemed to constitute a waiver
of such right or any other rights hereunder.

25.4 In their respective performance of this Agreement, the parties hereunto act
and shall act at all times as independent contractors, and nothing
contained herein shall be construed or implied to create the relation of
partners, or of agency or of joint venture or employer and employee.

At no time shall either party make any commitments or incur any charges
or expenses or pledge any credit for or in the name of the other party.

25.5 This instrument, together with its atttachments and addenda, represents
the entire agreement of the parties with respect to the subject matter
hereto. No modifications, amendments, revisions, waiver or other
changes shall be binding unless and until made in writing and signed and
approved by an authorized representative of both parties.

25.6 If any provisions of this Agreement are determined to be unenforceable or

illegal, it shall be deemed severable from the other provisions which shall
remain valid and enforceable.

25.7 This Agreement may be executed in two or more counterparts, each of

which shall be an original but all of which shall together constitute one
and the same instrument.

17
26 SIGNATURE SECTION

ABSCOR CORPORTION ___________________

By : ______________________ By : ___________________

Name : ______________________ Name : _________________

Title : ______________________ Title : ________________

Date : ______________________ Date : ________________

18
 NON-DISCLOSURE AGREEMENT

1 PARTIES

1.1 ABSCOR CORPORATION a corporation organized and existing under

Philippine laws having its principal place of business at
___________________ (“ABC”); and

1.2 _________________, a corporation organized and existing under

Philippine laws having its principal place of business at
_______________________________________(“Distributor”.

2 RECITALS

2.1 ABC and the Distributor wish to enter into discussions and negotiation in
order to assess whether they wish to enter into a binding contractual
relationship whereby the Distributor will become a distributor in the
Territory for certain products supplied by ABC.

2.2 These discussions and negotiations will involve an exchange of

information which is strictly confidential to both parties and which
neither party would wish the other to disclose to any third party without
its prior written consent.

2.3 In order to protect such confidential information ABC and the Distributor
have agreed to enter into this Agreement.

3. DEF INITIONS

The following terms shall have the meanings set against them :

Confidential Information : means all such information as is more

particularly referred to in
Schedule 1 hereto;

Products : means all of the products supplied by

ABC;

Territory : Philippines

4. CONFIDENTIALITY

4.1 In consideration of the mutual covenants and agreement hereinafter

contained ABC and the Distributor hereby undertake to the other not to
divulge any Confidential Information (other than as permitted by Section
4.4) to any third party without the prior express written authorization of
other.

4.2 Such authorization shall not be given by any person other than the Senior
Executive referred to in Section 5.

4.3 ABC and the Distributor shall ensure that their employees are aware and
comply with the provisions of this Agreement.
4.4 ABC and the Distributor shall only allow access to Confidential
Information to their respective employees on a need to know basis, that is
to say to employees actively involved in discussions and negotiations and
the assessment of whether a contractual relationship should be created
between ABC and the Distributor.

4.5 The Distributor shall procure that its employees or any other third party,
having authorized access to Confidential Information via the Distributor,
shall enter into a non-disclosure agreement incorporating and imposing
obligations set out in the Agreement.

4.6 Both parties agree to destroy all documents or other records containing
Confidential Information belonging to the other not later than nine
months after the date of this Agreement if no distributor’s agreement has
been entered into between the parties and/or negotiations have ceased
between the parties, or at any time thereafter on the written request of
either party. ABC and the Distributor shall each be entitled on written
request, to a written statement from the authorized person of the other
confirming that the provisions of this Section have been complied with.

4.7 If ABC and the Distributor shall enter into a distributor’s agreement then,
this Agreement shall, in addition, apply in respect of all Confidential
Information of any nature whatsoever in whatever format passed by one
party to the other pursuant to such distributor agreement.

4.8 The obligations imposed upon ABC and the Distributor by this
Agreement shall survive any termination of this Agreement or any
distributor’s agreement entered into between ABC and the Distributor.

5. AUTHORIZED PERSON

The authorized person for the purposes of Section 4.2 shall for ABC be
_________________, Mr. ____________ and for the Distributor shall be its
_________________, Mr. ____________ or such other person as either party
shall notify to the other in writing.

6. NOTICES

6.1 Any notice, demand, consent or request required or permitted to be given

under this Agreement to either party shall be in writing, shall be delivered
to the applicable party as indicated below and shall be sent by registered
air mail, telex or facsimile addressed if to ABC to :

ABC Corporation

_______________________

_______________________

Attention: ______________

or if to the Distributor to :

_______________________

_______________________

20
 Attention: ______________

or to such other address as the parties may from time to time

designate in writing.

6.2 Subject to any provision to the contrary contained in this agreement any
notice, demand, consent, or request shall :

6.2.1 if served personally be deemed to have been delivered at the time

of delivery

6.2.2 if sent by registered air mail and correctly addressed and pre-paid
be deemed to have been delivered on the expiry of 96 hours from
the time of sending;

6.2.3 if sent by telex or facsimile, then provided that the correct

answerback is received it shall be deemed to have been delivered 2
hours after the time of sending provided that the original facsimile
or telex is promptly posted to the recipient by pre-paid addressed
air mail post.

7. JURISDICTION

This agreement shall be governed in every particular including formation

and interpretation in accordance with Philippine law and any dispute
arising between the parties pursuant to this Agreement shall be brought in
any court of competent jurisdiction in Makati City.

8. GENERAL

8.1 Paragraph headings are included for convenience only and are not to be
used to construe or interpret this agreement.

8.2 No delay or failure of either party in exercising any right hereunder, no

partial or single exercise thereof, shall be deemed to constitute a waiver of
such right or any other rights hereunder.

21
 SCHEDULE I

1. Confidential Information shall mean any information and data of any

nature whatsoever relating to the businesses of either party to this
agreement (including but not limited to technical, operating, cost, know-
how, business intentions, business and process information and
techniques and future plans, projects, developments, ideas, innovations or
otherwise) which are disclosed or transmitted by one party to the other.

2. Neither party shall have any obligations with respect to any Confidential
Information which :

2.1 was rightfully and properly in the possesion of the parties prior to
their entering into this Agreement;

2.2 is already public knowledge or becomes so at a future date

(otherwise than as a result of a breach of this agreement);

2.3 is trivial or obvious.

2.4 is lawfully obtained from a third party on a non-confidential basis.

2.5 is independently developed by the Distributor’s employees who

had no access to the confidential information.
 SAMPLE END-USER SOFTWARE LICENSE

SOFTWARE LICENSE; TERMS AND CONDITIONS

Licensed Operating and Utility Software

In consideration of payment (s) received, System operating and utility Software

is furnished to the Customer under a thirty-year non-exclusive, fully-paid single
system license for use only by the Customer on the equipment purchased form
Distributor by the Customer and installed on the System by ABC or an
authorized distributor. The Customer shall not sublicense, assign or otherwise
transfer the software or use it for any other purpose or with other equipment.
Further, the software provided may contain, currently or at some time in the
future, optional features which have not been specifically licensed by the
Customer. Customer is prohibited from using any optional software features for
which the right to use license has not been specifically purchased and which
therefore does not explicitly appear in the listing set forth on the other document.

Except in connection with its authorized use with the System, the Customer
agrees that data (including software) furnished it by the Distributor marked
“Confidential Information” will be accepted by it in confidence and will not be
directly or indirectly used, published, reproduced (except a reasonable number
of backup copies), disseminated or otherwise disclosed without the prior written
consent of a Director of ABC. The Customer agrees to include ABC’s proprietary
notice on all copies of ABC’s Confidential Information made by the Customer’s
restrictions, ABC or Distributor may terminate the license at any time by written
notice to the Customer.

ABC reserves for itself all proprietary rights in all designs, engineering details
and other data pertaining to the equipment (and all components included
therein) and software and to all discoveries, inventions, patent rights, trade
secrets, know-how, and other proprietary data arising out of work done in
connection with designing, manufacturing, servicing, installing and testing the
equipment and software subject to such reservations.