Advertising Agreement

This Advertising Agreement is executed between and/or among:

MINDWAVES PHILIPPINES, INC, a corporation duly registered under the Philippine Laws, with
business address at 1st Floor, Estrellita 2 Building, Tiera Nueva Commercial Complex, Muntinlupa City,
Philippines, duly represented by, Nino V. Cinco, and hereinafter referred to as the "CORPORATION"

- and –

CITY GOVERNMENT OF CALAMBA, a Local Government Unit (LGU) with principal office at New
City Hall Complex, Chipeco Ave., Brgy. Real, Calamba City, Laguna, duly represented by Hon. Mayor
Roseller H. Rizal, and hereinafter referred to as the "CITY"

They are referred herein collectively as the "Parties".

WITNESSETH

WHEREAS, the CORPORATION is a company specializing in advertising, and advertising system and
materials;
WHEREAS, the CORPORATION is in the business of supply, delivery, and installation of the Digital
Advertising Billboard;
WHEREAS, the CITY has locations that is suitable for the placement of digital advertising signage;
WHEREAS, the PARTIES intend to undertake an Advertising Agreement for the Design, Build, and
Operate of a Digital Advertising Billboard to be placed in strategic locations agreed upon by both parties.
WHEREAS, the PARTIES intend to undertake an Advertising Agreement for the Marketing and
Placement of Advertisers, of the said Digital Billboard, with the view of sharing all resources, expertise,
and profit/income thereto;
WHEREAS, the PARTIES execute this agreement in order to set all their respective rights, obligations
and interests with each other;
NOW THEREFORE, for and in consideration of the foregoing premises, and the mutual covenants
hereinafter contained, the Parties hereby agree as follows:

General Terms and Conditions

1. Definition of Terms

1.1. Advertising Income shall mean the Advertising Digital Billboard to be placed within Calamba
City or other location agreed upon by both parties. Revenue less all operating expenses on site,
head office shared expenses, finance charges, taxes, depreciation cost and other applicable costs
which shall be reflected in the Annual Audited Financial Statements for the said Project as
prepared and submitted by the CORPORATION through its independent Auditor.

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 1.2. Authorized Managing Company means the overall party-in-charge of the construction,
installation, operations and management of the Project.

1.3. Government Permits and Licenses shall mean all permits, licenses, agreements, orders,
certificates, franchise, registration, authorization, consent or other approval issued by or required
to be obtained from any Governmental Authority having jurisdiction over the Project.

1.4. AGREEMENT means this Advertising Agreement entered into by and between the Parties.

1.5. Project means the Design, Build, and Operate of the Digital Advertising Billboards and
placement of Paying Advertisers.

1.6. Project Phases shall mean:

a. Construction and Installation Phase;

b. Marketing Phase;
c. Operations and Management Phase.

2. Objectives/Purposes and Coverage of the AGREEMENT.

2.1. The objectives/purposes of this AGREEMENT as set forth herein shall be as follows:
a. For the Parties to contribute their respective resources and expertise needed for the
Purchase, Installation, and Marketing of the Digital Advertising Billboards and
Placement of Advertisers.

b. For the CORPORATION to finance the said project by providing the equipment,
framing, and structure needed for the Digital Advertising Billboards.

c. For the CORPORATION to Manage, Operate, and Marketing the placement of

Advertisers and promoting Advertisement Assets to other Partners and Clients.

d. For the Parties to work on the success of the project and an agreed pricing is set.

2.2. The Parties acknowledge that this AGREEMENT shall solely pertain to the Project, to the
exclusion of other projects that the Parties may concurrently develop during the AGREEMENT
term.

3. Nature of the AGREEMENT. This AGREEMENT shall be contractual in nature. As such, no Joint
Venture Company or Special Purpose Company shall be organized or formed by the Parties. For
purposes of the overall implementation and the business conduct of the Project, the Parties herein
agree to duly assign and appoint the CORPORATION as the Authorized Managing Company. As
such, the Parties acknowledge that the CORPORATION’s acts shall bind the agreement. However,
the Parties shall meet at least once every quarter to coordinate the performance of their tasks and
obligations under this agreement as well as to discuss any possible issue that may arise in the course
of the agreement. In addition, the Parties shall also make use of said meetings for reportorial and
audit purposes.

4. Agreement Term. The period of this agreement shall be for Three (3) Years, commencing the date
on this AGREEMENT, and shall automatically renewed upon expiry of the said term.

5. Agreement Contribution of the Parties.

5.1. On one hand, the CORPORATION shall contribute the following:

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 a. The financing of the Digital Advertising Billboard and to identify a location in which the
Digital Advertising Billboard will be placed.
b. Architectural and Engineering services/expertise, including procurement of manpower,
materials and equipment, required during the Construction and Installation Phase.
c. Operation/Management and Marketing procurement of manpower, tools and supplies,
and Management Phase. Services/expertise, including required during the Operation.

5.2. On the other hand, the CITY shall contribute the following.
a. The CITY will provide the locations at No Cost to the project.
b. Help in marketing the location to other Agencies and directly coordinating with the
CORPORATION to make the project financially successfully.
c. The processing and securing of all Government Permit and Licenses.

5.3. The Parties shares in the revenue of sales from the advertising clients. In view thereof, the Parties
agree to the following arrangement:

Price per Slot (1 Client): Php. 40,000.00

CITY SHARE: Php. 10,000.00

CORPORATION SHARE: Php. 20,000.00

Maintenance and Operational Cost: Php. 10,000.00

Target number of Clients: 20 per month

Target number of Area: 10 areas in 1 to 2 years

5.4. The Profit Shares shall be paid on a quarterly basis. This is to provide ample time for accounting
and collection procedures.
5.5. The Profit Shares will start on the 6th month after completion of the installation.
5.6. The CITY will also be entitled to 2 slots of free advertising airtime that can be used for their
public announcement and information dissemination.

6. Exclusivity
The CORPORATION shall be the exclusive partner for all Digital advertising within the City of
Calamba.

7. Technical Specifications and Location

7.1. The size of the Digital LED Billboard will be 6.5 feet by 12 feet.
7.2. The location will be attached to this agreement with a rendering of the Digital LED Billboard. All
the details will be placed on Annex 1.
7.3. This project is open for expansion to other locations proposed and upon written agreement by
both parties.
7.4. Target Completion of Installation of the first location will be on , 2023.

8. Warranties, Representations and Obligations of the Parties.

8.1. The Parties herein warrant and represent that:

a. They have taken all appropriate and legal actions/requirements required to make this
AGREEMENT valid and subsisting during the entire AGREEMENT Term;
b. They shall save, defend and hold each other, during the entire AGREEMENT term,
completely free and harmless from any regulatory penalties or sanctions in relation to
their respective failure to adhere to herein representations, warranties and undertakings;
c. They shall faithfully comply with all the obligations, acts and undertakings required
hereunder;

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 8.2. On one hand, the CORPORATION is obliged to:
a. Finance or Purchase the Digital Advertising Billboard and all needed equipment. The
said Digital Advertising Billboard will remain the property of the CORPORATION
during and after the duration of this agreement;
b. Procure sufficient manpower services and infuse adequate expertise that may be required
by the Project for the entire duration of the Agreement Term;
c. Construct and install, by itself or through an acceptable contractor, the said projects in
accordance with the approved plans and designs, and within the relevant timelines;
d. Operate and Manage the Project in a manner that is desirable and all in anticipation of
achieving its maximum profit/revenue potential;
e. Ensure that the Project is completed according to the approved plan and designs;
f. Perform all acts and things necessary in compliance with the generally sound and
accepted construction, installation, operations and management standards.

8.3. On the other hand, the CITY has the obligation to:
a. Provide the locations agreed by both parties at NO Cost to the Project, This includes
rental fees and other fees that might occur in utilizing the locations and;
b. Refer the market to potential clients and local business owners who can make the project
a financial success, whenever possible.
c. Help market the project to other interested parties who can make the project a financial
success.

7. Confidentiality. None of the Parties shall, at any time, before or after the expiry or sooner of this
Agreement, divulge or suffer or permit its officers, employees, agents or contractors to divulge to any
person (other than to any of its or their respective officers or employees who legally require the same
to enable them to properly carry out their duties) any of the contents of this agreement or any
information relating to the negotiations concerning the operations, contracts, commercial or financial
arrangements or affairs of the other parties thereto, without the consent of the other.

Documents marked as "Confidential" or otherwise, providing that such material shall be kept as such,
shall constitute prima facie evidence that such information contained therein is subject to the terms of
this provision.

The restrictions imposed herein however, shall not apply to the disclosure of any information:
a. Which may now or hereafter, come into the public domain otherwise than as a result of a
breach of an undertaking of confidentiality or which is obtainable with no more than
reasonable diligence from sources other than any of the Parties hereto;
b. Which is required by law to be disclosed to any person who is authorized by law to
receive the same;
c. To a court, arbitrator or administrative tribunal in the course of proceedings before it to
which the disclosing Party is a party thereof;

No public announcement or statement regarding the signature, performance or termination of this

agreement shall be issued or made, unless prior thereto all Parties have been furnished with a copy
thereof and have approved the same. Such approval shall not be unreasonably withheld or delayed by
the other.

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8. Exit Options. Divestment, Sale and/or Transfer of Contributions.

Neither Party may unilaterally withdraw, divest, sell and/or transfer their contributions until its valid
termination in accordance with this agreement without the express and written consent of the other
Party and without complying with the requirements on right of first refusal as stated below.

In case a Party intends to withdraw, divest, sell and/or transfer its contribution the other Party shall be
given the right of first refusal through a written intent to divest, sell and/or transfer under the same
terms and conditions that will be offered to third parties.

In such cases, the CITY or its transferee shall agree that: (a) they shall respect and comply with all the
obligations under this agreement; (b) they shall not have any power to impair, modify, abrogate, or
adversely affect the rights of the First Party, its successors, and assigns under this JVA; (c) they shall
agree to execute any document necessary to appropriately reflect the change of a party hereof, which
agreement shall likewise be provided whatever Deed, Memorandum, Agreement or any other
document evidencing such divestment, sale and or transfer.

Miscellaneous Items

9. Effectivity. The Parties agree that this Deed shall take effect upon its due execution and shall be co-
terminus with the essential periods stated in the Project, unless validly terminated early by both
Parties.

10. Non-Waiver/Cumulative Rights. The rights and remedies of herein Parties set forth in this
agreement are in addition to, and not in substitution of, any other rights or remedies provided by the
Project, Management and Operation Agreement, by law or any supplementary/complementary
agreements.

Any failure, delay, single or partial exercise by any Party of any such rights or remedies shall not be
deemed a waiver of any further and full exercise thereof nor shall it be deemed to alter, prejudice, or
affect the same or any other right or remedy, or the further exercise of such rights or remedies, to
which the other Party may be entitled. The non-enforcement or any waiver or delay in the
enforcement by any Party of the conditions contained herein, or any indulgence granted by such Party
to the other Party shall not be deemed a waiver or acquiescence of any further or other default of the
Party, nor shall the same prevent the other Party from exercising in full its rights herein conferred.

11. Venue and Costs for Suit. The Parties hereto submit to the exclusive jurisdiction of the proper courts
of Calamba City, to the exclusion of all other courts.

12. Entire Agreement and Amendments. This agreement and any other provisions or terms specifically
incorporated herein constitute the entire agreement of the Parties and supersedes all prior agreements
that may have been executed in connection with the subject hereof. This agreement may be amended
but only by an instrument in writing signed by both Parties. The terms, provisions and covenants of
any such amendment/s shall inure to the benefit of and be binding upon the Parties hereto, their
successors and assigns.

13. Separability. Should any of the foregoing provisions be declared unconstitutional, illegal or
unenforceable by any competent court with finality, such declaration shall not in any way affect the
constitutionality, legality of enforceability of the other provisions of this agreement not affected
thereby.

The Parties shall negotiate an equitable adjustment in the remaining portion or provision of this
agreement to affect the underlying purposes of this agreement.

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14. Dispute Resolution. All disputes, issues, controversies or differences, which may arise between the
Parties with respect to this agreement, shall be settled amicably and in good faith, before resorting to
mediation and other legal proceedings. The Parties are encouraged to submit any unresolved disputes,
controversies or differences for mediation with the National Center for Mediation. Only upon failure
of amicable settlement and mediation shall the Parties resort to arbitration.

If they are unable to settle such dispute within ninety (90) days from the time the dispute was brought
to the attention of the other Party for mediation, the same shall be finally resolved by arbitration
before and following the rules of the Philippine Dispute Resolution Center (PDRC).

15. No Partnership. The relationship between the Parties shall be that of independent entities. The rights
and obligations of the Parties shall be limited to those identified in this Agreement. Either Party shall
have no right to bind or obligate the other party and nothing in this Agreement shall create or be
deemed to create a partnership or a relationship of principal and agent between Parties.

16. No Employer-Employee Relationship. There is no Employer-Employee relationship between the

CITY and the CORPORATION and its employee, the services of which are required in carrying out
its part of this agreement.

IN WITNESS WHEREOF, the Parties have caused this agreement to be signed on the date and place
first mentioned above.

Mindwaves Philippines, Inc CITY GOVERNMENT OF

CALAMBA
By: By:
Nino V. Cinco Hon. Roseller H. Rizal
President City Mayor

Signed in the presence of:

Witness Witness

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 ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in the above jurisdiction and on this __ day of ______,
2022, personally appeared with their respective competent evidence of identification as follows:
NAME COMPETENT EVIDENCE ISSUANCE OR VALIDITY
OF IDENTITY

known to me and to me known to be the same persons who executed the foregoing instrument and they
acknowledged to me that the same is their free and voluntary act and deed as well as that of the
corporations represented herein.

This instrument refers to a Joint Venture Agreement consisting of seven (7) pages, including the
page whereon this acknowledgment is written, each and every page of which, on the left margin, having
been signed by the parties hereto and their witnesses, and sealed with my notarial seal.
WITNESS MY HAND AND SEAL on the date and at the place first above written.

NOTARY PUBLIC
Doc. No.: ;
Page No.: ;
Book No.: ;
Series of 2023

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