MEMORANDUM OF AGREEMENT for CO-INCUBATION

KNOW ALL MEN BY THESE PRESENTS:

This agreement is made by and among the following:

The LAGUNA STATE POLYTECHNIC UNIVERSITY (LSPU) for the DOST-

PCAARRD-LSPU Agri-Aqua Technology Business Incubation (AATBI), a State University
created and existing under the laws of the Republic of the Philippines, with office address at
L. De Leon St., Brgy. Wawa, Siniloan, Laguna, herein referred to as the BASE
INCUBATOR, represented by its President, DR. MARIO R. BRIONES;

-and-
The FOREST PRODUCTS RESEARCH AND DEVELOPMENT INSTITUTE (FPRDI)
for the DOST-PCAARRD-FPRDI Technology Business Incubator for Wood and Non-wood
Processing Technologies (FPTBI), a government agency with office address at College,
Laguna, hereinafter referred to as the PARTNER INCUBATOR, represented by its Director,
DR. ROMULO T. AGGANGAN,;

-and-
MR. AMADOR P. SANCHEZ for the Adoress Farm, of legal age, Filipino, with
permanent address at 52 Sitio Binakuran, Matalatala, Mabitac, Laguna, hereinafter referred
to as the INCUBATEE for the Tawa-Tawa Antimicrobial Hand Soap and Hand Mist
Sanitizer and Essential Oil Production;

WITNESSETH

WHEREAS, the DOST-PCAARRD-LSPU-AATBI or BASE INCUBATOR aims to 1) provide

a venue for the development of technical and entrepreneurial skills of its incubatees; 2)
enhance the links between universities and colleges, research institutions and industry; and
3) assist MSMEs and individuals in establishing start-up business towards profitable agri-
fishery rural enterprises.

WHEREAS, the DOST-PCAARRD-FPTBI or PARTNER INCUBATOR aims to develop

wood and non-wood technology-based businesses through incubation;
WHEREAS, the PARTNER INCUBATOR aims to 1) provide start-ups and MSMEs access
to support facilities, testing laboratories, business and marketing experts, and technologies
and technical experts on wood and non-wood processing, 2) facilitate the adoption and
commercialization of FPRDI technologies, and 3) encourage innovation among start-ups and
MSME customers of FPRDI;

WHEREAS, the PARTNER AND BASE INCUBATOR have assessed the technology and
business needs of and accepted the INCUBATEE;

WHEREAS, PARTNER AND BASE INCUBATORS have agreed to become co-incubators

to assist the INCUBATEE on its technical and business needs as a start-up;

WHEREAS, as a result of previous consultation and dialogue regarding common concerns

and interests wherein the INCUBATEE has expressed willingness to avail himself of the
services of both INCUBATORS;

WHEREAS, FPRDI has a developed a process for producing antimicrobial soaps and hand
mist sanitizer,

NOW THEREFORE, for and in consideration of the foregoing premises, the parties hereto
agree to the following

TERMS AND CONDITIONS

1. The BASE INCUBATOR shall provide the INCUBATEE with the following services:
a. Serve as a venue for meeting the Technological Business Incubation (TBI)
requirements of the INCUBATEE.
b. Coordinate and process the needs and activities of the co-incubation program;
c. Monitor the progress of the co-incubation activities and services rendered to the
INCUBATEE;

The PARTNER INCUBATOR shall provide the INCUBATEE with the following:

a. Training on the production of antimicrobial soap and hand mist sanitizers using
tawa-tawa as the natural resource ingredient
 b. Consultancy and advisory services related to the transfer of technology
throughout the incubation period;
c. Use of FPTBI office space and services;

2. That PARTNER OR BASE INCUBATORS reserve the right to discontinue the

incubation:
a. Effective immediately for infringement of this contract of the INCUBATEE
b. Effective 30 calendar days after handing an Issue of Notice due to
noncompliance of the INCUBATEE to submit a requirement at a time and
schedule agreed upon by both parties.

3. The INCUBATEE shall be responsible for the following:

a. Compliance to the documentary requirements of the PARTNER and BASE

INCUBATORS;
b. Conformance to the rules and regulations of the PARTNER and BASE
INCUBATORS;
c. Compliance with the requirements of the training courses.
d. Ensure that the antimicrobial soaps and hand mist sanitizers conform to the quality
standards of the PARTNER INCUBATOR by strictly following the procedures and
practices recommended by the FPRDI Technology Generator.

4. The INCUBATEE shall allow the BASE AND PARTNER INCUBATORS’

management to access its books of accounts and production data for monitoring
purposes and to properly assess its progress;

5. That the BASE and PARTNER INCUBATORS shall not be held accountable/liable
for any defects, failure and unsatisfactory performance of the TECHNOLOGY arising
from any unauthorized deviation(s) in specifications, process (SB) and
recommendations provided by BASE AND PARTNER INCUBATORS to include but
not limited to the upscaling or downscaling of the TECHNOLOGY;

6. The INCUBATEE reserves the right to discontinue the incubation effective 30

calendar days after submitting a Letter of Withdrawal;
7. That it is understood that the ownership of Intellectual Property (IP) and IP Rights are
governed by the Philippine Technology Transfer Act of 2009 (R.A. 10055) and Magna
Carta for S&T Personnel (R.A. 8439);

8. That both parties shall keep in strictest confidence any and all information about the
technologies and all other data which the INCUBATEE had come to know by virtue of
this Agreement, and shall not use any information gained in connection with this
Agreement for any purpose other than that specifically stated in this Agreement, and
shall not disclose such knowledge to any other party without the prior written consent
of both parties. This Confidentiality or Secrecy clause shall survive this Agreement;

9. That any amendment or additional stipulation hereof shall be done through a

supplementary agreement to be prepared by the party requiring such and shall be
mutually consented by the parties. Notarization of such shall be taken care of by the
party who prepared the amendment/additional provision;

10. That all parties agree that this Agreement contains the full agreement between the
parties and supersedes all previous agreements either written or oral if there are any;

11. That all disputes, controversies, or claims arising out or relating to this contract shall
be settled through negotiation and/or mediation and shall be decided by arbitration in
accordance with the rules of UNCITRAL LAW as adopted in R.A. 9285 (Alternative
Dispute Resolution Law of 2004). This is, however, without prejudice to the provision
of Rule 26 of R.A. 10055 on resolution of disputes, particularly on matters pertaining
to ownership;

12. That the BASE, PARTNER INCUBATOR and INCUBATEE shall be free to publish
information under their respective names on the production and performance of the
TECHNOLOGY provided due acknowledgment to the other party is made in the
document;

13. That the INCUBATEE hereby acknowledges that the TECHNOLOGY was created
and/or developed and is owned by the PARTNER INCUBATOR, which shall retain all
ownership, title and rights. INCUBATEE shall not and does not claim any
ownership, title, right, or interest whatsoever on the TECHNOLOGY;
14. Any intellectual property rights arising from this Agreement shall be owned by DOST-
FPRDI as stated in Chapter 3 Section 1 of the AO No. 016 or "the Department of
Science and Technology Intellectual Property Policy, as amended", dated 09
September 2019 and DOST-FPRDI Intellectual Property Policy (IPP) dated 15 March
2023.

15. That this Agreement shall become effective upon signature by the parties and will
remain in effect until June 30, 2024 unless modified or terminated by any one of the
parties by mutual consent.
IN WITNESS WHEREOF, both parties have hereunto set their hands this ___________ at
College, Los Baños, Laguna and certify that they have read, understood, and agreed to the
terms and conditions of this MOA as set forth herein.

LSPU: FPRDI: INCUBATEE:

DR. MARIO R. BRIONES DR. ROMULO T. AGGANGAN AMADOR P. SANCHEZ

President Director Owner

SIGNED IN THE PRESENCE OF:

DR. ROBERT C. AGATEP DR. MARIA CIELITO G. SILADAN

Vice President Division Chief
Research, Development & Extension Technical Services Division
LSPU DOST-FPRDI
Witness Witness

ENGR. ISABELITA T. DOMINGO MS. SARAHME CORAZON B. ESTEBAN

ATBI Project Leader FPTBI Project Leader
Witness Witness
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

_____________________________)

BEFORE ME, a Notary Public for and in the above jurisdiction, personally appeared.

NAME IDENTIFICATION No.

MARIO R. BRIONES ID No. ____________

Issued by: ______________
Issued on: ______________

ROMULO T. AGGANGAN CTC No. 14880351

Issued on January 20, 2016
Bay, Laguna

AMADOR P. SANCHEZ ID No. ____________

Issued by: ______________
Issued on: ______________

all known to me be the same person who executed the foregoing instrument consisting four
(4) pages including this acknowledgement page and acknowledged to me that the same is
their free and voluntary act and deed as well as that of the Entities they represent.

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

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