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eGov Converter
This SOFTWARE LICENSE AGREEMENT ("Agreement") is
executed on June 25, 2020 at Pasig City by and between:
METROPOLITAN BANK & TRUST COMPANY, a Philippine
corporation, with principal office at Metrobank Plaza Bldg., Sen.
Gil J. Puyat Avenue, Makati City, (“Metrobank”).
and
MOS BURGER PHILIPPINES, INC., a Philippine
corporation with principal office at 12 Brixton St., Brgy. Pineda,
1603 Pasig City (the “Client”).
RECITALS
1. The Client would like to obtain a non-exclusive license to use
the Software and Documentation for eGovernment Coverter for
Government Payments (product availed) (the “Software”) owned
and developed by Metrobank.
2. The Software will enable the Client to generate a Government
Payment Files. (purpose)
3. Metrobank, as the owner of the Software, has agreed to the
request of the Client under the terms and conditions provided
herein.
NOW, THEREFORE, for and in consideration of the foregoing
premises, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. DEFINITIONS
1.1 "Designated Equipment" shall mean the hardware
products to be supplied by the Client identified in the
annex attached herewith (the “Annex A”) with which the
Software is licensed for use.
1.2 "Documentation" shall mean all manuals, user
documentation and other related materials pertaining to
the Software which are furnished to the Client by
Metrobank in connection with the Software.
1.3 "Software" shall mean the computer programs in machine
readable object code form listed in the Annex A and any
subsequent error corrections or updates supplied to the
Client by Metrobank pursuant to this Agreement. It shall
also include the Documentation. The Annex may be
amended from time to time by the parties in writing.
2. GRANT OF RIGHTS
The License granted under this Agreement authorizes the
Client on a non-exclusive basis to use the Software on the
number of primary systems of Designated Equipment for the
duration of this Agreement. The Software shall be used only on
MB-I-M-188-t/ Dec. '15
SOFTWARE LICENSE AGREEMENT
such primary systems if they are operating properly. If any
primary system is down, the Software may be used on a
backup system for that primary system.
3. DELIVERY
3.1 Software. Metrobank shall install on the Designated
Equipment a copy of the Software in object code form, in
electronic files only.
3.2 Documentation. Metrobank shall deliver copies of the
Documentation also in electronic form.
4. MODIFICATIONS
4.1 Error Corrections and Updates. For the duration of this
Agreement, Metrobank shall provide the Client with error
corrections, bug fixes, patches or other updates to the
Software in object code form to the extent available in
accordance with Metrobank’s release schedule.
4.2 Other Modifications. Metrobank may, in its sole discretion,
incorporate such changes and distribute the Software so
modified to all or any of Metrobank’s customers.
4.3 Title to Modifications. All such error corrections, bug fixes,
patches, updates or other modifications shall be the sole
property of Metrobank.
5. COPIES
5.1 Printed Matter. Except as specifically set forth herein, no
Software or Documentation which is provided by
Metrobank pursuant to this Agreement in human readable
form shall be copied in whole or in part by the Client
without Metrobank’s prior written agreement. Additional
copies of printed materials may be obtained from
Metrobank at the charges prevailing at the time of
application.
5.2 Machine Readable Matter. Except as specifically set forth
herein, the Software may not be copied by the Client in
whole or in part, except for the Client’s backup or archive
purposes. The Client agrees to maintain appropriate
records of the number and location of all copies of the
Software and make such records available upon
Metrobank’s request. The Client further agrees to
reproduce all copyright and other proprietary notices on all
copies of the Software in the same form and manner that
such copyright and other proprietary notices are originally
included on the Software.
6. ADB REQUIREMENT/ TAXES AND FEES
6.1. During the term of this Agreement, the Client shall
maintain bank account(s) (the “Main Account”) with
Metrobank’s branch (the “Depository Branch”) as
indicated in annex attached herewith (the “Annex B”).

6.2. The Client shall, on a monthly basis, maintain a minimum
Average Daily Balance (ADB) as indicated in the Annex B.
6.3. Metrobank may terminate this Agreement if the Client
fails to comply with the ADB requirement for at least
three (3) consecutive months.
6.4. Metrobank may debit from the Main Account all taxes, fees
and charges arising from this Agreement.
6.5. The Client shall shoulder the cost of checks and the costs
attendant to the printing of the check details and BIR form.
(for CCWS & BIR Form Printing only)
7. PROTECTION OF SOFTWARE.
7.1 Proprietary Notices. The Client agrees to respect and not
to remove, obliterate, or cancel from view any copyright,
trademark, confidentiality or other proprietary notice, mark or
legend appearing on any of the Software or output
generated by the Software, and to reproduce and include
the same on each copy of the Software.
7.2 No Reverse Engineering. The Client agrees not to modify,
reverse engineer, disassemble or decompile the Software
or any portion thereof.
7.3 Ownership. All copies of the Software in any form
provided by Metrobank or made by the Client are the sole
properties of Metrobank. The Client shall not have any
right, title, or interest to the Software or copies thereof,
except as provided in this Agreement, and shall secure and
protect the Software and Documentation copies
consistent with the maintenance of Metrobank’s
proprietary rights therein.
8. USE OF SOFTWARE
The Client acknowledges that the use of the Software is strictly
for eGov BancNet Payments (purpose).
The Client shall exercise extraordinary diligence to ensure that
the use of the Software is secure and cannot be accessed by
unauthorized parties .The Client shall be fully responsible for
any accidental or unauthorized use of the Software to any
unauthorized person or third party, and shall bear any and all
risks, losses, damages, and/or liabilities, in case the Software
is used by unauthorized persons/third party or for unauthorized
purposes.
If the use of the Software requires User ID and Password for
access (“Access Codes”), the Client shall be responsible in
ensuring that its Access Codes are kept confidential and
secure. The Client shall (a) not disclose its Access Codes to
any unauthorized person or third party, (b) not use the Access
Codes for unauthorized purposes, and (c) take all the
necessary steps to prevent the discovery and/or use of its
Access Codes by any unauthorized person or third party, and
the use thereof for unauthorized purposes. The Client shall be
fully responsible for any accidental or unauthorized disclosure
of the Access Codes to any unauthorized person or third party,
and shall bear any and all risks, losses, damages, and/or
liabilities, in case the Access Codes are used by unauthorized
persons/third party or for unauthorized purposes.
9. CONFIDENTIALITY
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9.1 Acknowledgement. The Client acknowledges and agrees
that the Software constitute and contain valuable
proprietary products and trade secrets of Metrobank
and/or its suppliers, embodying substantial creative efforts
and confidential information, ideas and expressions.
Accordingly, the Client agrees to treat (and take
precautions to ensure that its employees and agents treat)
the Software as confidential in accordance with the
confidentiality requirements and conditions set forth
below.
9.2 Maintenance of Confidential Information. Each party shall
keep confidential all information disclosed to it by the
other party in accordance herewith, and to protect the
confidentiality thereof in the same manner it protects its
own confidential information (at all times exercising at
least a reasonable degree of care in the protection of
confidential information); provided, however, that the
following shall not be deemed confidential information: (a)
that which have been known publicly; (b) that which have
been known generally in the industry before
communication by the disclosing party to the recipient; (c)
that which have become known publicly, without fault on
the part of the recipient, subsequent to disclosure by the
disclosing party; (d) that which have been known
otherwise by the recipient before communication by the
disclosing party; or (e) that which have been received by
the recipient without any obligation of confidentiality from
a source (other than the disclosing party) lawfully having
possession of such information.
9.3 Injunctive Relief. The Client acknowledges that the
unauthorized use, transfer or disclosure of the Software
and Documentation or copies thereof will (i) substantially
diminish the value to Metrobank of the trade secrets and
other proprietary interests that are the subject of this
Agreement; (ii) render Metrobank’s remedy at law for such
unauthorized use, disclosure or transfer inadequate; and
(iii) cause irreparable injury in a short period of time. If the
Client breaches any of its obligations with respect to the
use or confidentiality of the Software, Metrobank shall be
entitled to equitable relief to protect its interests therein,
including, but not limited to, preliminary and permanent
injunctive relief and damages.
9.4 Survival. The parties’ obligations under this Article 9 will
survive the termination of this Agreement or of any license
granted under this Agreement for whatever reason.
10. WARRANTIES/LIMITATIONS
10.1 Ownership. Metrobank represents that it is the owner of
the entire right, title and interest in and to the Software. It
has the sole right to grant licenses thereunder, and that it
has not knowingly granted licenses to any other entity that
would restrict the rights granted hereunder except as
stated herein.
10.2 Limited Warranty. Metrobank represents and warrants to
the Client that the Software, when properly installed by
Metrobank and used by the Client with the Designated
Equipment, will perform substantially as described in
Metrobank’s then current Documentation for the Software.
10.3 Limitations. Notwithstanding the warranty provisions set
forth in Section 10.2, all of Metrobank’s obligations with
respect to such warranties shall be contingent on the
Client’s use of the Software in accordance with this
Agreement and in accordance with Metrobank’s

instructions as provided by Metrobank in the
Documentation, as such instructions may be amended,
supplemented or modified by Metrobank from time to time.
Metrobank shall have no warranty obligations with respect to
any failure of the Software which are the result of
accident, misuse, abuse, misapplication, extreme power
surge or extreme electromagnetic field.
11.
10.4 Disclaimer of Warranties. Metrobank does not represent
or warrant that all errors in the Software will be corrected.
The warranties stated in Section 10.2 above are the sole
and the exclusive warranties offered by Metrobank. There
are no other warranties respecting the Software or the
services provided hereunder, either express or implied,
including but not limited to any warranty of design,
merchantability or fitness for a particular purpose, even if
Metrobank has been informed of such purpose. No agent
of Metrobank is authorized to alter or exceed the warranty
obligations of Metrobank as set forth herein.
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penalty charges amounting to ___________________
should the Software be reproduced, disassembled,
decompiled, copied, modified, or re-engineered, or for any
breach of terms and warranties as stated in this
Agreement
SUSPENSION/TERMINATION OF AGREEMENT
This Agreement shall take effect upon execution and shall
continue in effect for one (1) year from such execution and shall
be automatically renewed on a year-to-year basis subject to the
Client’s compliance with the terms and conditions herein.
However, either party may suspend or terminate this
Agreement by giving at least thirty (30) days prior notice to the
other. Moreover, Metrobank may terminate the Agreement at
anytime without prior written notice to the Client in case of
mishandling of the Main Account and under other
circumstances provided for in this Agreement.

10.5 Limitation of Liability. Unless resulting from Metrobank’s

willful misconduct, gross negligence or evident bad faith,
the Client shall indemnify and hold free and harmless
METROBANK, its stockholders, directors, officers,
employees, agents and representatives (the “Indemnified
Party”) from any and all liabilities, claims, damages, suits
or causes of action and any other expenses arising out of
or in connection with this Agreement, including but not
limited to errors, omissions, alterations in or unauthorized
use of the Checks prepared by the Client using the
Software and/or the use of the digital image of the
signatures of the Client’s representatives in the Checks.
10.6 The Client agrees that the consideration which Metrobank
is charging hereunder does not include any consideration
for assumption by Metrobank of the risk of the Client’s
consequential or incidental damages which may arise in
connection with the Client’s use of the Software.
Accordingly, the Client agrees that Metrobank shall not be
responsible to the Client for any loss-of-profit, indirect,
incidental, special, or consequential damages arising out
of the licensing or use of the Software or Documentation.
The Client waives all other warranties, express or implied,
including in particular, any warranty as to the compatibility
of the Software with any equipment or software not
provided or approved by Metrobank. The Client shall
ensure that the infrastructure, including but not limited to
server set-up, network security, etc., is properly
configured and Client agrees that Metrobank shall not be
responsible to the Client for any loss-of-profit, indirect,
incidental, special, or consequential damages arising from
unauthorized transaction due to such improper
configuration. Any provision herein to the contrary
notwithstanding, in the case of a breach of the warranty
relating to the Software, Metrobank shall only be
responsible for correcting the defect and/or reprocessing
or re-transmitting any affected Documentation in the
Software at no charge to the Client. The essential purpose
of this provision is to limit the potential liability of
Metrobank arising out of this Agreement. The parties
acknowledge that the limitations set forth in this Section
10 are integral to the consideration in connection with the
license of the Software and Documentation and any
services rendered hereunder and that, were Metrobank to
assume any further liability other than as set forth herein,
such consideration would of necessity be set substantially
higher.
10.7 Penalty. Without prejudice to the other legal remedies
available to Metrobank, the Client shall pay to Metrobank
12. RENEGOTIATION
12.1 Metrobank may renegotiate the provisions contained in
this Agreement and amend, supplement or otherwise
modify this Agreement accordingly.
12.2 Obligations on Termination. Simultaneous with the
termination of this Agreement, the Client shall cease and
desist the use of the Software and Documentation, delete
the Software and Documentation from its system and
return to Metrobank all full or partial copies of the
Software and Documentation in the Client’s possession or
under its control.
13. NONASSIGNABILITY
The Client shall not assign this Agreement or its rights
hereunder without the prior written consent of Metrobank.
14. SEVERABILITY
If any provision of this Agreement shall be held by a court of
competent jurisdiction to be illegal, invalid or unenforceable,
the remaining provisions shall remain in full force and effect.
15. MISCELLANEOUS
This Agreement and its annexes contain the entire
understanding and agreement between the parties respecting
the subject matter hereof. This Agreement may not be
supplemented, modified, amended, released or discharged
except by an instrument in writing signed by each party's duly
authorized representative. All captions and headings in this
Agreement are for purposes of convenience only and shall not
affect the construction or interpretation of any of its provisions.
Any waiver by either party of any default or breach hereunder
shall not constitute a waiver of any provision of this Agreement
or of any subsequent default or breach of the same or a
different kind.
IN WITNESS WHEREOF, the parties have caused their duly
authorized representatives to execute this Agreement as of the date first
set forth above.
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METROPOLITAN BANK
& TRUST COMPANY Signed in the presence of:

By: By:

MB-III-LD-51-t/Jun. ‘09

MOS BURGER PHILIPPINES INC.

Attachments:

Annex “A” - Software and Designated Equipment

Annex “B” - Account Details
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Annex “A”

Designated Equipment and Software

Description of Designated
Location
Software Equipment
[Include any Designated Equipment and Licensee Fees, royalties or other consideration for Software or Documentation.]
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Annex “B”

Account Details

1. Main Account: Regular Savings Account No. ____________

Checking Account No. ____________

2. Depository Branch: ____________

3. ADB: Free of Charge

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ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
) SS.

BEFORE ME, in the City of ______________________ on ______________________ personally appeared:

Date & Place

Name TIN of Issue and
Date of Expiration
HIROSHI TATEISHI 750-956-266
HUBERT U. YOUNG 171-909-788

known to me and to me known to be the same person(s) who executed the foregoing instrument and who acknowledged to me that the same
is his/her/their free and voluntary act and deed, as well as of the principal(s)/corporation(s) represented.

The foregoing instrument consisting of _______ (___) pages, including the page on which this acknowledgment is written, are duly signed
by the parties and their instrumental witnesses on each and every page thereof.

WITNESS MY HAND AND SEAL in the place and on the date first above written.

Doc. No. __________;

Page No. __________;
Book No. __________;
Series of __________
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ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
) SS.

BEFORE ME, in the City of ______________________ on ______________________ personally appeared:

Date & Place

Name ID No. CTC No. Date and Place
of Issue and
of Issue
Date of Expiration

known to me and to me known to be the same person(s) who executed the foregoing instrument and who acknowledged to me that the same
is his/her/their free and voluntary act and deed, as well as of the principal(s)/corporation(s) represented.

The foregoing instrument consisting of _______ (___) pages, including the page on which this acknowledgment is written, are duly signed
by the parties and their instrumental witnesses on each and every page thereof.

WITNESS MY HAND AND SEAL in the place and on the date first above written.

Doc. No. __________;

Page No. __________;
Book No. __________;
Series of __________