MEMORANDUM OF AGREEMENT

This AGREEMENT is entered by and between;

TODA/Tricycle Service Cooperative, herein represented by

its President hereinafter referred to as (“the First Party”)

and

8th Mix Information Services herein represented by Noel

Mendoza, hereinafter referred to as (“the Second Party”)

(The First Party and the Second Party re-collectively referred to as Parties)

WITNESSETH, THAT

1) WHEREAS, the Second Party has submitted a partnership proposal to the First
Party to empower the city’s E-biz portal by empowering the option for
purchase, website presence called www.lipa.ph and a Transportation Ride
system called “JCT” which can be called LIPAD through the use of the Second
Party’s products and services including digital solutions/marketing with online
payment.
2) WHEREAS the Second Party shall commence a Transportation Cashless
System and an SME Merchant Portal services in partnership with the First Party,
including but not limited to, the implementation of a Transport Cash Card for
its residents with built in micro-insurance services.
3) WHEREAS, the First Party has agreed to allow the Second Party to enhance its
public service programs by integrating and applying the digital solutions of the
Second Party.
4) WHEREAS, LIPAD is an end to end system for a driver, passenger,
operations management tool complete with tariff metering rate information
based on trip distance, E-ID system which will help the TODA identify and
monitor colorum.
5) WHEREAS, a Dispatch Office Center shall be set to cater to the empowerment
of LIPAD tricycle drivers, operators, passengers in Lipa .
6) WHEREAS Second Party has identified the challenges that tricycle operations
have been encountering such as compliance to charges base on approved tariff
rates, difficulty of passengers in hailing a ride to and from isolated and remote
barangays, the need for increased passenger security, improved operational
efficiency, and the flushing out of colorum operations.
7) WHEREAS the Second Party shall also introduce online and mobile payment
automation solutions to improve the services of the First Party, where the
 Second Party shall set a fee representing as "systems fee," which will be offered
as OPTIONAL to the public.

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants

and commitments set forth herein, the Parties hereto agree as follows:

SECTION 01
OBJECTIVES

1. Second Party shall build a live system which can be tested prior to the full launch
targeted in August 30 2020, after LIPA TODA has established a corporation 15 days from
MOA signing.
2. Lipa.ph shall automate the government's frontline SME business and allow community
advertisements, product sales online. www.lipa.ph shall be an accredited auxiliary service of
lipa for the purpose of providing business ecommerce portal to the SME and an interface for
LIPAD.
3. First Party create a city resolution encouraging TODA and the commuting public to embrace
the advent of transport management technology in the city, for improved driver/passenger
motoring and commuting experience.
4. Second Party shall abide by the strict compliance of City’s Fair rate tariffs depending on
distance by monitoring payments and charges as seen from a dispatch system and payment
history.
5. Second Party shall provide a tricycle-hailing mobile solution that hopes to provide hassle-
free booking for tricycle commuters. Provide swift tricycle ride to prevent crowding in tri-
cycle stops. Increase income of tricycle drivers by providing convenience and safety for
passengers specially for evening trips. Increase city productivity by avoiding delays and
standby hours of tricycle drivers . Provide insurance for passengers and tricycle drivers
compensate for accident expenses .

SECTION 2
OWNERSHIP
1. The ownership over all equipment installed, including proprietary software licenses
shall remain to be owned by Second Party and its partners including escrow.
2. Equipment shall be owned by Second Party
3. Maintenance, Upgrading shall be at the expense of Second Party
4. Second Party shall deploy consultants and engineers to build the System, Data and
Intégration necessary to provide invoice, payment, dispatch, operations and fleet
management.
5. Second Party has specialists to manage the complexity inherent with technology
change, from requirements planning to architecture, testing to deployment.
6. First Party may collect data and statistically analyze daily activities for optimizing
the city’s tricycle transport management programs.

.
 7. All systems shall follow the Private Privacy Act as well as the E- law of the
Philippines.

SECTION 3
TERMS & COMMERCIAL

1) PHP38,000,000.00 (WAIVED, representing System, Services, total hardware and

equipment)
2) PHP5.00 Booking Fee, no additional increment per kilometer, under a pay-per-book
concept
3) Mobile advertising revenue 10% for TODA, 15% SMS marketing to TODA
4) PHP1500.00 LIPAD LIPA Cash Card Includes Personal Accident Coverage for 6
family members of TODA LIPAD driver.

5) All payments shall be made in PHP currency and will be subject to all government
laws including taxes and withholdings.
6) A monthly earnings statement will be made available for TODA on the 15th of each
month, which will be inclusive of any and all earnings, withholdings, and charge
backs.

SECTION 4
APPLICABLE LAW

1) This Agreement shall be governed by and construed in accordance with the laws of the P
HILIPPINES, without regard to the choice of law principles thereof. 

SECTION 05
FORCE MAJEURE
Neither  party  shall  be  responsible  for,  nor  shall  either  party  be  considered  in-
breach or default of this Agreement, on account of any failure to perform or delay in the 
performance of any obligtion hereuder caused by an act of God, flood, fire, storm, earth-
quake, war, act of terrorism, insurrection,  riot,  labor  disturbance  (including  strike  and 
lockout),  equipment  malfunction,  computer hacker,  cut  wire  or  fiber,  governmental 
regulation  or  interference  or  other  events  not  within  the reasonable  control  of  such 
party  and  which  such  party  is  unable  to  overcome  by  the  exercise  of reasonable dili-
gence. 

SECTION 06
FORCE MAJEURE
Neither  party  shall  be  responsible  for,  nor  shall  either  party  be  considered 
inbreach or default of this Agreement, on account of any failure to perform or delay in the p
erformance of any obligation hereunder caused by an act of God, flood, fire, storm, earthqua
ke, war, act of terrorism, insurrection,  riot,  labor  disturbance  (including  strike  and 
lockout),  equipment  malfunction,  computer hacker,  cut  wire  or  fiber,  governmental 
regulation  or  interference  or  other  events  not  within  the reasonable  control  of  such 
party  and  which  such  party  is  unable  to  overcome  by  the  exercise 
of reasonable diligence. 

SECTION 7
PRIVACY POLICY
1) The processing of personal information shall be allowed, subject to compliance with
the requirements of Guideline and other laws, in particular R.A. 10173, allowing dis-
closure of information to the public and adherence to the principles of transparency,
legitimate purpose, and proportionality.
2) Booking ride information shall be collected necessary for purposes for which it is to
be used the processing of personal information, kept up to date; inaccurate or incom-
plete data shall be rectified, supplemented, destroyed or further processing restricted;
3) NO information is allowed to be collected in excess to the purposes for which they
are collected and processed.

SECTION 8
MAINTENACE & OBLIGATION OF AN AUXILIARY SERVICE PROVIDER TO LIPA
1. 24x7 support for Hardware, Internet and Software upgrades.
2. Data privacy compliance
3. Integration to Payment from Online Banks , Over the counter Payment Providers , Local
Credit Card Providers and Mobile Payment Providers such as G-cash and Pay Maya .
4. Provides software upgrades
5. Provides mobile access for LIPAD
6. Manage Disaster Recovery and Business Continuity
7. Training of TODA & residents
8. Allow software License , applications and services use from Transiro
9. Provide robust system , cloud or NOC based.
10. Provide systems or applications that adhere with the common language, principles,
and standards.
11. Builds application program interface (API) for integration to current existing
common and shared services
12. Business Intelligence or Analytics Ready
13. Provides a dedicated system administrator, who will conduct system maintenance,
backup procedures and ensure 24/7 uptime of services.
14. Maintains of platform Scalability & Customization of systems and applications as
deemed necessary by TODA and eBIZ LIPA
15. Second Party deliverables
a. Operating System
b. (Driver / Passenger / Admin Interface )
c. Mobile-based Passenger and Driver Tariff Metering monitoring information
(Passenger, driver app / Admin App / LGU access GUI)
d. Dispatch System
e. G-cash / MYEG payment
f. Lipa.ph web portal for SME
g. Microinsurance for the protection of tricycle drivers and passengers
h. Passenger and Driver cash card for cashless rides
i. Upon approval of the offer, 8th Mix shall start the integration work with various
payment system gateways such as PayMaya, G-cash, over-the-counter payments and
online bank payment and the booking system via browser.

SECTION 9
INDEMNIFICATION

1. Second Party agrees to hold the First Party harmless against any claims, losses, fees or
damages that may result from the infringement of the systems that will be installed by the
Second Party. And indemnify the First Party with regard to any and all costs arising from
warranty claims, product liability claims, or negligence claims.

SECTION 10
TERM & EFFECTIVITY
The term of this agreement shall be effective immediately upon signing and hold until
2028.
2. Second Party has, subject to the conditions herein, the sole and exclusive right to provide
a transport & e-commerce back end solution for the TODA Lipa .
3. This  Agreement  and  the  Schedules  attached  hereto  constitute  the  entire agreement 
between  the  parties  to  this  Agreement  pertaining  to  the  subject  matter  hereof 
and supersede  all  prior  and  contemporaneous  agreements,  understandings, 
negotiations  and  discussions, whether  oral  or  written,  of  the  parties  and  there  are 
no  warranties,  representations  or  other agreements  between  the  parties  in 
 connection  with  the  subject  matter  of  this Agreement 
except as specifically set forth herein.

SECTION 1
CONFIDENTIALITY

1. The Parties acknowledges that in performance of respective duties covered under this
Agreement may access to confidential information belonging to or relating to service
being provide. The Parties agree that such confidential information will remain the
exclusive property of the owner of such information, which should not be
published or disclosed to others without written consent of the disclosing party and shall
continue during the life of this Agreement and/or for as long as the Parties project is
existing.

IN WITNESS WHEREOF , the parties hereto have signified their agreement to al the
forgoing terms and conditions by virtue of their signatories appearing on the space provided
hereunder.

IN WITNESS WHEREOF, the parties have hereunto set their hands on this
________day of 2020

The First Party The Second Party

TODA 8th Mix

By: By:

  Noel Mendoza
Managing Director

SIGNED IN THE PRESENCE OF

ACKNOWLEDGMENT
 SUBSCRIBED AND SWORN to before me this _____ day of __________ 2020 at
the City of _______________, affiants exhibited to me their respective competent evidence
of identity as follows:

Competent
Names Date/Place Issued
Evidence of Identity

Noel Mendoza
Malou Domalaon

Known to me and to me known to be the same person(s) who executed the foregoing
Agreement consisting of Seven (7) Pages, including this page where the Acknowledgment is written,
and they acknowledged to me that the same is their free and voluntary act and deed and of the
entities represented.

WITNESS MY HAND AND SEAL on the day first above-written.

Doc. No.

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