Revised draft as of October 25, 2018

This draft is confidential and covered by privilege and may not be released
to any third party without prior written consent of Stradcom Corporation.
This document does not constitute a legally binding contract under any
applicable law.

[Date]

STRADCOM CORPORATION
System Management Center Building
Land Transportation Officer main compound,
East Avenue, Diliman, Quezon City
Metro Manila, Philippines

THROUGH: ​MR. ANTHONY K. QUIAMBAO

​President and CEO

SUBJECT: ​LETTER OF UNDERTAKING FOR LTO AUTOMATED

CERTIFICATION AND EDUCATION FOR STUDENT-
DRIVERS (LTO A.C.E.S.)

Gentlemen:

I, [NAME OF SINGLE PROPRIETOR], of legal age, Filipino, with

residence address at [complete residence address], after having been deposed
in accordance with law, state that:

1. ​The undersigned is doing business as a single proprietorship under the

name and style of [REGISTERED BUSINESS NAME] with business
address at [complete business address].

2. The undersigned is operating and maintaining a driving school in

accordance with LTO Memorandum Circular No. 2019-2176, dated
December 05, 2019 located at [complete business address]:

3. ​Th undersigned agrees to use the LTO-approved and initiated LTO

Automated Certification and Education for Student-drivers (LTO
A.C.E.S), a proprietary front-end facility financed, managed,
operated, and maintained by STRADCOM CORPORATION, a
corporation duly organized and existing under the laws of the
Republic of the Philippines, with business address at System
Management Center building, Land Transportation Office main
compound, East Avenue, Diliman, Quezon City (hereinafter
“STRADCOM”).

4. ​The undersigned agrees to pay STRADCOM, the amount of

 EIGHTY PESOS (PHP80.00), Value-Added-Tax inclusive (the
“Fee”), for every uploaded Course Completion Certificate from the
above-stated location. The data set for uploading is listed under
Annex “A” of this Letter of Undertaking.

5. ​In the event that the undersigned avails of the Hardware/Software

Package for the above-stated location, the undersigned shall pay
STRADCOM the amount of NINETY-NINE PESOS (PHP99.00),
Value-Added Tax inclusive (also the “Fee”), for every uploaded
Course Completion Certificate from the above-stated location. The
Hardware/Software Package is more particularly described under
Annex “B” of this Letter of Undertaking.

a. It is understood that ordering, staging, installation, and setting up of

the Hardware/Software Package may take anywhere from forty-
five (45) to sixty (60) days from execution of this Letter of
Undertaking.

b. It is understood that payment of the Fee under Clause 5 to

STRADCOM does not transfer ownership of the
Hardware/Software Package or any component thereof to the
undersigned under this Letter of Undertaking.

c. The undersigned shall exercise ordinary diligence in the use of the

Hardware/Software Package. In the event of damage to the
Hardware/Software Package through the fault or negligence of
the undersigned, the undersigned shall be liable for the
replacement cost of the Hardware/Software Package.

d. It is understood that STRADCOM shall provide maintenance and

technical support, both remote and on-site for the
Hardware/Software Package after the installation at the above-
stated location.

e. It is understood that the undersigned shall provide the necessary

power and internet connection at the above-stated location.

f. Within three years from execution of this Letter of Undertaking, the

undersigned has the option to purchase from STRADCOM the
hardware component of the Hardware/Software Package
installed at the above-stated location in the amount of ONE
HUNDRED THOUSAND PESOS (PHP100,000.00), Value-
Added Tax inclusive. Upon receipt of payment, STRADCOM
shall turn-over the ownership of the already installed hardware
component. The Fee for uploading the Course Completion
Certificate shall be adjusted to EIGHTY PESOS (PHP80.00),
Value-Added Tax inclusive.

g. Three (3) years after the execution of this Letter of Undertaking, the
undersigned has the option to terminate the use of the
Hardware/Software package. Upon written notice by the
undersigned, STRADCOM shall secure and take custody of the
Hardware/Software Package at the above-stated location. The
undersigned shall provide the replacement hardware and
 software at the above-stated location. The Fee for the
uploading of the Course Completion Certificate shall be
adjusted to EIGHTY PESOS (PHP80.00), Value-Added Tax
inclusive.

7. ​The undersigned shall deposit and maintain into such bank account
designated solely by STRADCOM the amount of TEN THOUSAND
PESOS (PHP10,000.00) (the “Deposit”) for the above-stated location.
The Deposit shall not earn interest.

8. ​The undersigned shall likewise deposit and maintain into such bank
account designated solely by STRADCOM an amount no less than
THREE THOUSAND PESOS (PHP3,000.00) (the “Consumable
Deposit”) for the above-stated location. The Fees shall be regularly
charged and debited from the Consumable Deposit. Once the
Consumable Deposit is exhausted, the user(s) shall be automatically
prohibited from using or accessing the LTO A.C.E.S. until the
Consumable Deposit is replenished.

9. ​The undersigned shall obtain and maintain all necessary Philippine

governmental approvals, authorizations, consents, and/or permits in
connection with the accreditation of the undersigned under LTO MC
No. 2019-2176, dated December 05, 2019, and such other rules and
regulations of the Department of Transportation/Land Transportation
Office (DOTR/LTO) may promulgate.

10. ​Except as otherwise stated, the undersigned shall provide and

maintain the necessary hardware, software, power and internet
connection to enable the undersigned to operate in accordance with
LTO MC No. 2019-2176, dated December 05, 2019, and to conduct
its obligations under this letter-undertaking.

11. ​The undersigned shall use the LTO A.C.E.S. pursuant to the rules
and regulations of the DOTR/LTO.

12. ​The undersigned shall use the LTO A.C.E.S. pursuant to standard
operating procedures and business processes of the DOTR/LTO.

13. ​The undersigned shall ensure that only driving instructors who are
accredited and registered in accordance with LTO MC No. 2019-2176,
dated December 05, 2019, shall have access to the LTO A.C.E.S.

14. ​The undersigned shall bear all costs and expenses, including utility
expenses, not included in the scope of work of the DOTR/LTO and
STRADCOM.

15. ​The undersigned hereby irrevocably waive to the full extent

permitted by law:

a. Any objection which the undersigned may have now or in the future
 to the laying of the venue of any action, suit or proceeding in
any court of proper jurisdiction in Quezon City, to the exclusion
of all other venues;

b. Any claim that any such action, suit or proceeding has been brought
in an inconvenient forum; and,

c. Any and all rights to demand a temporary restraining order or

injunction against the DOTR/LTO and/or STRADCOM, or the
posting of a bond or counter-bond by DOTR/LTO and/or
STRADCOM in my favor, as the case may be.

16. ​Upon STRADCOM’s request, such request shall be made with

reasonable prior notice to the undersigned, except when the
undersigned is in breach or default of this Letter of Undertaking, the
undersigned consents and permits representatives of STRADCOM,
during normal office hours to:

a. ​Visit the above-stated location where the undersigned is

conducting its business or operations;

b. ​Inspect all of the information technology facility(ies) and/or

any and all pertinent documents of the undersigned for the
verification of the data processed or uploaded through the LTO
A.C.E.S;

c. ​Have access to the employees or agents of the undersigned who

have or may have knowledge with respect to matters which
STRADCOM seeks information under this Letter of
Undertaking; and,

d. ​Secure and take physical custody of the Hardware/Software

Package at the above-stated location. ​

17. ​The undersigned shall notify STRADCOM as soon as possible, but

no later than one (1) day after discovery or notice of:

a. Any proposed change in the nature or scope of the business or

operation of the undersigned, which has or may reasonably be
expected to have a material adverse on: (a) the business
prospects of the undersigned; (b) the carrying on of the business
or operation of the undersigned; (c) the ability of the
undersigned to comply with the rules and regulations of the
DOTR/LTO; and, (d) the ability of the undersigned to comply
with its obligations under this Letter of Undertaking;

b. Any litigation or administrative proceeding before any judicial or

quasi-judicial body, which has or may reasonably be expected
to have material adverse effect on: (a) the business prospects of
the undersigned; (b) the carrying on of the business or operation
of the undersigned; (c) the ability of the undersigned to comply
 with the rules and regulations set forth by the DOTR/LTO; and,
(d) the ability of the undersigned to comply with its obligations
under this Letter of Undertaking;
PUBLIC

c. Suspension, imposition of penalty, or potential imposition of any

penalty by the DOTR/LTO upon the undersigned under LTO
MC 2019-2176, dated December 05, 2019; and,

d. Breach or default of any of the terms and conditions of this Letter of

Undertaking, and the steps that are being taken to remedy the
situation.

18. ​The undersigned shall collect, use, store, share, and dispose of the
personal information of the data subjects in accordance with the Data
Privacy Act of 2012, its Implementing Rules and Regulations, and all
other applicable rules, regulations, and issuances of the National
Privacy Commission.

19. ​The undersigned shall enforce the rights of the data subjects under
the Data Privacy Act of 2012, its Implementing Rules and
Regulations, and all other applicable rules, regulations, and issuances
of the National Privacy Commission, including the obligation to
report within seventy-two (72) hours to the DOTR/LTO and the
National Privacy Commission in the event of a data breach.

20. ​The undersigned shall comply with the provisions of the Data
Privacy Act of 2012, its Implementing Rules and Regulations, and all
other applicable rules, regulations, and issuances of the National
Privacy Commission.

21. ​The undersigned acknowledge and declare that:

a. The LTO database shall continue to belong to and remain the

property of LTO;

b. The entire LTO IT Project’s system shall continue to belong to and

remain the property of STRADCOM;

c. All systems and information technology facilities developed or

constructed by STRADCOM, including the LTO A.C.E.S, shall
belong exclusively to, and remain the property(ies) of
STRADCOM; and,

d. LTO A.C.E.S, as well as the data uploaded, accessed, or obtained

from or through the LTO A.C.E.S, shall be obtained, collected,
processed, stored and disposed of in connection with
applications for student permit and driver’s license, and not for
any other business or commercial purpose.

22. ​The undersigned acknowledges and declare that any dispute arising
out of this Letter of Undertaking shall first be settled within sixty (60)
 days from notice through amicable means, such as, but not limited to,
mutual discussion, prior to litigation.

23. ​The undersigned shall indemnify STRADCOM and keep it

indemnified against, and hold and save it harmless from, any and all
claims, damages, losses, expenses, and liability of whatsoever kind
and nature, which STRADCOM shall or may, at any time sustain or
incur arising from my own fraud, gross negligence, or bad faith, or the
fraud, gross negligence or bad faith of my employees or agents;
provided further, that STRADCOM shall not be liable for any
consequential damages or losses of profits, and all damages to be paid
by STRADCOM under this Letter of Undertaking for any party
claiming damages shall be limited to the amount of the Fee actually
paid or received by STRADCOM under the subject claim or
transaction.

24. ​This Letter of Undertaking shall be effective from its date of

execution and shall be co-terminus with the LTO IT Project and the
LTO A.C.E.S.

25. ​If the agreement between, or the authority granted by, the
DOTR/LTO and STRADCOM to implement the LTO A.C.E.S. is
terminated, all obligations and undertakings of the parties under this
Letter of Undertaking shall terminate upon receipt or service of the
written notice of termination, as the case may be, without prejudice to
whatever claims, rights, or causes of action a party may have against
the other in law, in particular, the payment of outstanding Fees due to
STRADCOM.

26. ​If any term or provision of this Letter of Undertaking is held void,
invalid, or unenforceable by a court of competent jurisdiction, the
legality, validity, or enforceability of the other terms and provisions
shall not be affected.

Very truly yours,

[NAME OF SINGLE PROPRIETOR]

Doing business as a single proprietorship
Under the name and style of
[REGISTERED BUSINESS NAME]

REPUBLIC OF THE PHILIPPINES ​ ​ ​)

PROVINCE OF _______________ ​ ​)s.s.
CITY/MUNICIPALITY OF _______________ ​)

Subscribed and sworn to before me, this _______________ at

________________, Affiant presented his/her competent proof of identity as
shown below:

[NAME OF SINGLE PROPRIETOR], TIN __________

doing business as a single proprietor Driver’s License No. __________
under the name and style of Expires on __________
“[REGISTERED BUSINESS Passport No. __________
NAME]” Issued on __________
Issued at __________
Expires on __________
SSS UMID Card No. __________
PRC License Card No. __________
Expires on __________

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of _____. ​NOTARY PUBLIC

ANNEX “A”

LTO A.C.E.S.
The following data will be uploaded to the LTO IT Project’s System and
Database through the LTO A.C.E.S

1. Name of applicant (First, Middle, Last)

2. Birthdate
3. Restriction / DL Code
4. Name of Driving School
5. Name of Driving Instructor
6. Driving Program Name
7. Program Hours (Classroom and Practical)
8. Photo of Applicant
9. Biometrics of Driving Instructor
10. Program Start and End Date
11. DL Classification
12. Address
13. Driver’s License Number
14. Nationality
15. Age
16. Gender
17. Marital Status
18. Training Result
19. Student Permit No.
20. Training Purpose (for what DL transaction)
21. Total no. of Training Hours
 ANNEX “B”

LTO A.C.E.S.
TECHNICAL SPECIFICATIONS FOR FRONT-END USE (JANUARY
2020)
HARDWARE AND SOFTWARE PACKAGE

HARDWARE
ITEM SPECIFICS
1 Central Processing Unit HP IDS EliteDesk 705 G4 Small Form Factor
(CPU) PC, 8GB Memory or equivalent
2 Monitor HP v194 or equivalent
[3 Keyboard Wired USB Keyboard
4 Mouse Wired USB Mouse
5 Printer Epson L1110 or equivalent colored CISS
printer
6 Uninterrupted Power Eton SE850i or equivalent
Supply (UPS)
7 Web Camera Logitech C922 Pro Stream Webcam or
equivalent
8 Biometrics Fingerprint Digital Persona U.ARE.U 4500 or U.ARE.U
Scanner 5100

SOFTWARE
ITEM SPECIFICS
9 Operating System Windows 10
(OS)
10 Anti-virus Avast freeware (client-managed, stand-alone)
11 Microsoft Office MS Office 2016 or MS Office 2019 (Stand Alone
version)

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