DocuSign Envelope ID: 72DBAAB4-BCCD-458C-9B61-1A2A9CE07242

Service Agreement

FOR THE SUPPLY OF SERVICES AND GOODS

BY

TRANSPRINT CORPORATION
___________________________________________________________________

TO

KONICA MINOLTA MARKETING SERVICES (PHILIPPINES), INC.

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This AGREEMENT is dated _________________

BETWEEN:
KONICA MINOLTA MARKETING SERVICES (PHILIPPINES), INC. a company incorporated under the
laws of Philippines whose registered office is at 28th Floor Tower 2, The Enterprise Center, 6766 Ayala
Avenue Corner Paseo de Roxas St., San Lorenzo, Makati City, 1226 Philippines and whose registered Tax
Identification Number is 008-183-464-000, acting for itself and as agent for any Konica Minolta Marketing
Services group company (to the extent a purchase order is issued by or on behalf of such Konica Marketing
Services group company), trading under the tradename Indicia Worldwide (“Indicia Worldwide”); and
TRANSPRINT CORP
___________________________________________________________, a company incorporated under
the laws of Philippines whose registered office is at 147 TOLENTINO STREET SAN FRANCISCO
DEL MONTE QUEZON CITY 1105 and whose registered number is 000-367-075-000 ("Supplier").

This Service Agreement ("Agreement") shall govern all purchases of goods and services described in each
purchase order ("Order") issued to Supplier by Indicia Worldwide.
Supplier acknowledges and agrees that Indicia Worldwide is acting as an intermediary and ordering the
goods and services under its own name but for and based on corresponding purchase orders received from
Indicia Worldwide's customers ("Client").

TERMS AGREED:
1. ENGAGEMENT OF SUPPLIER
1.1. Indicia Worldwide directs Supplier to perform, and Supplier agrees to provide the services, including
all acts that may be reasonably necessary, convenient, or appurtenant to the services. Each party
agrees that it will at all times comply with all of its obligations and all requirements applicable to it
under this Agreement and the following Schedules, which are incorporated into this Agreement and
constitute an integral part of this Agreement:
a) Schedule 1 – Service Description and Service Levels
b) Schedule 2 – Payment Terms and Fee
1.2. Supplier shall act as an independent contractor, and nothing in this Agreement or any document
referred to in it shall constitute either party a partner, joint venture, or agent of the other. Supplier
must not: make any representation that it has any authority to represent or bind Indicia Worldwide or
any other Indicia Worldwide related corporation; or assume or create or attempt to assume or create
any obligation or liability on behalf of or in the name of Indicia Worldwide or any other Indicia
Worldwide related corporation unless specifically directed in writing by Indicia Worldwide.
1.3. Supplier acknowledges and confirms that it has not entered into this Agreement in reliance on any
representation or other inducement by or on behalf of Indicia Worldwide, except for any
representation or inducement expressly set out in this Agreement. Nothing in this Agreement will
prevent Indicia Worldwide from acquiring goods or services of any kind, including services the same
as or similar to the services provided by Supplier, from any third party at any time, and nothing in this
Agreement shall require Indicia Worldwide to purchase goods or services from Supplier.
1.4 Supplier shall use the online system owned by, or licensed to, Indicia Worldwide ("Indicia Worldwide
System") to issue, accept and to fullfil each Order, subject to the Indicia Worldwide System terms of
use. Supplier shall ensure that only authorised and adequately trained Supplier personnel are
permitted to access and use the Indicia Worldwide System. Supplier will be liable for any loss or
damage caused by the access to and/or use of the Indicia Worldwide System by Supplier personnel
whether deliberate or in error.
2. REQUEST FOR QUOTE
2.1. Indicia Worldwide shall notify Supplier of any services required by Supplier via a request for quote
(“RFQ”), specifying (i) the required nature and volume of the services; (ii) the proposed delivery date

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and delivery location of those services; and (iii) any special conditions that the Client requires. An
RFQ may also include any tender, formal quotation or Supplier’s item rate card issued for a specific
time period.
2.2. Supplier acknowledges that Indicia Worldwide may issue an RFQ to multiple suppliers that provide
services similar to Supplier’s services. Upon receipt of Supplier’s response to an RFQ, Indicia
Worldwide will select the successful supplier in its sole discretion.
2.3. In the event that Supplier is successful, Indicia Worldwide will notify Supplier and award the service
order by issuing an Order to Supplier. Supplier shall accept Indicia Worldwide’s Order by
electronically checking the box marked ‘Accept’ on the order screen in the Indicia Worldwide System.
Supplier acknowledges that, by accepting the Order, Supplier agrees to all terms and conditions of
this Agreement and all terms and conditions contained in the RFQ and the Order. Commencement
of any services and any production shall only occur after receipt of the Order.
2.4. Supplier’s quoted price in its response to an RFQ (and any revised price mutually agreed by the
parties in writing) shall be treated by the parties as the maximum fees permitted for the performance
of all such Services. Supplier’s quote shall remain valid for 60 days from Supplier’s date of submission
or such other period stated in the RFQ, whichever is longer.
3. TERM AND TERMINATION
3.1. The term of this Agreement shall commence on the earlier of (i) the date Supplier’s signature or (ii)
the date of Supplier’s acceptance of the Order pursuant to clause 2.3. Either Supplier or Indicia
Worldwide may terminate this Agreement by giving thirty (30) days notice to the other party, provided
that these terms and conditions shall continue in force during the performance of any Order that has
not been completed before the termination of this Agreement.
3.2. Indicia Worldwide may terminate this Agreement or any Order immediately with written notice if (i)
Supplier breaches this Agreement or any Order, (ii) Supplier ceases to be able to pay its debts as
they become due or ceases to carry on business, or (iii) any step is taken to appoint a receiver, a
manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like
person of the whole or any part of Supplier’s assets or business. Such termination shall not relieve
Supplier of any obligations accrued hereunder up to the date of termination.
4. SUBCONTRACTING OR ASSIGNMENT
4.1. Except as otherwise agreed in writing by Indicia Worldwide, Supplier shall not delegate or subcontract
its obligations under this Agreement or any Order. If Indicia Worldwide permits Supplier to delegate
or subcontract its obligations, Supplier is responsible for its supply chain and liable for its
subcontractors’ acts and omissions as if they were made by Supplier. Supplier shall ensure that its
subcontractors have adequate quality management systems to ensure quality and delivery
performance throughout the entire supply chain as Supplier deems reasonably necessary to comply
with this Agreement and applicable laws. Supplier shall have adequate agreements in place with its
subcontractors and shall guarantee the quality of goods and services and its subcontractors’
compliance with the terms of this Agreement.
4.2. Supplier shall not assign this Agreement or any Order or any benefits arising from any Order without
the prior written consent of Indicia Worldwide and, unless otherwise agreed upon in writing, the rights
of any permitted assignee shall be subject to all set-offs, counterclaims, and other comparable rights.
Any legal successor or a permitted assignee of Supplier shall be bound by all of the terms and
conditions of this Agreement.
5. DELIVERY AND RISK
5.1. The delivery address, date(s), and time for completion of services or deliveries will be specified in the
Order. Supplier bears the risk of loss for (i) any goods or services provided until received and
accepted by Indicia Worldwide or the Client at the delivery point, and (ii) any material provided to
Supplier by Indicia Worldwide or by a third party at Indicia Worldwide's direction. Supplier shall have
sole liability for any loss caused by any carrier, subcontractor, or agent engaged by Supplier for the
purpose of supply or delivery of those goods or services.

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5.2. Title to any deliverables shall be transferred to Indicia Worldwide in full upon acceptance by Indicia
Worldwide in accordance with clause 6 (Acceptance), free and clear of any security interest and any
other adverse right of any third party of any nature or description.
6. ACCEPTANCE
6.1. If Indicia Worldwide or the Client rejects the goods or any part of the goods within sixty (60) days of
delivery to the Client for not being compliant with this Agreement or Indicia Worldwide’s or the Client’s
specifications or instructions, then Supplier, at its expense, will promptly collect such goods, and
Indicia Worldwide will inform Supplier whether Indicia Worldwide:
a) requires the rejected goods to be replaced at a date or time specified by Indicia Worldwide; and
b) requires Supplier to pay Indicia Worldwide costs relating specifically to the rejected goods; or
c) will rectify the goods and charge Supplier for reasonable costs incurred; or
d) will terminate the relevant Order with immediate effect; or
e) accept the goods as-is, but at an agreed reduction of the fees payable.
6.2. Replacement goods shall be delivered to Indicia Worldwide free from any additional charge unless
otherwise agreed in writing by the authorised officers of each party. All replacement goods will also
be subject to the same warranties and remedies applicable to the original goods delivered under this
Agreement (calculated from the replacement good delivery date).
6.3. For clarity, Clause 6.1 and clause 6.2 shall also apply to any good(s) that are damaged during transit,
while stored by Supplier, or at the time of installation or delivery to Indicia Worldwide or its Clients.
6.4. Supplier understands and accepts that timely delivery is of the essence for this Agreement and any
Order. If the goods are not delivered (including the delivery of replacement goods according to clause
6.1.a) above) at the specified date or time, then Supplier shall pay on demand all costs related to
Supplier’s delayed delivery (including, but not limited to, replacement costs, any damages stated in
clause 11 (Damages), the Order or Schedule 2, and/or damages or costs imposed by the Client). In
addition, and without prejudice to any other rights or remedies which it may have, Indicia Worldwide
may immediately terminate the relevant Order in whole or in part. Charging costs or damages to
Supplier does not limit nor exclude Indicia Worldwide’s rights (including its termination rights) or other
remedies under this Agreement or applicable law.
7. WARRANTIES AND COMPLIANCE
7.1. Indicia Worldwide represents and warrants that it is duly authorised by each of its related corporations
to enter into and be bound by this Agreement.
7.2. Supplier represents, warrants, and undertakes that:
a) it has the requisite knowledge, skill, and expertise to perform the services and manufacture or
provide the goods (if applicable) in accordance with the terms of the Agreement;
b) it has full capacity and all necessary licences, permits, and consents to perform in accordance
with the Agreement and deliver the goods, including those relating to:
(i) the safety, manufacture, production, storage, transportation, delivery, importation, sale, and
supply of the goods; and
(ii) responsible procurement of input materials and services.
c) it will comply with the Indicia Worldwide Responsible Purchasing Policy (“Purchasing Policy”),
the Fraud, Corruption, and Bribery Policy, and the Occupational Health and Safety Policy, each
as published on Indicia Worldwide’s website and which may be updated by Indicia Worldwide
from time to time in its sole discretion. If at any time Supplier considers that it is unable or does
not comply with the foregoing policies, Supplier shall immediately notify Indicia Worldwide in
writing, including full details of such inability or failure. The parties shall meet within two (2)
business days of such notice, and the parties shall mututally determine how that non-compliance
will be addressed by Supplier;
d) Supplier’s owned or leased facilities at which the services are performed are certified in
accordance with ISO 4001:2018 standards or local industry equivalent, and Supplier shall at all
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times during the term of the Agreement be willing to certify such claim to be true. In any event,
Supplier must notify Indicia Worldwide in writing if such qualification is suspended, cancelled,
and/or discontinued.
e) the goods and services will be provided:
(i) with due skill and care;
(ii) in accordance with the Service Levels in Schedule 1;
(iii) following all reasonable directions, policies, procedures, and manuals given or provided by
Indicia Worldwide to Supplier in accordance with or consistent with the scope of this
Agreement; and
(iv) in compliance with all applicable laws, rules, and regulations in the country of performance
or production and of sale or distribution.
f) the services (and any goods supplied in conjunction with the services) will (i) be reasonably
suited and fit for the purpose made known to Supplier, and (ii) comply with Indicia Worldwide’s
specification or the description given by Supplier and accepted by Indicia Worldwide.
g) For a period of one (1) year from the delivery date, the goods will (i) conform in all material
respects to any proof approved by Indicia Worldwide and the Client and the details contained in
the Order; (ii) be of first-rate quality; (iii) be free from defects in design, workmanship, or
materials; (iv) conform to, and perform per, the requirements or implied warranty under
applicable law; (v) be merchantable, safe, and appropriate for their normal purpose and (vi) be
free from any liens and encumbrances.
h) unless otherwise approved by Indicia Worldwide in writing in advance, (i) on delivery, the goods
must be new, (ii) the goods must be produced following ISO 9001/2 approved quality standards
(if applicable) or any other relevant industry-standard quality standards, (iii) neither the good nor
the packaging material will contain PVC; and (iv) goods must not contain any open-source
software (including identification of the corresponding open-source licence terms).
i) all rights (including warranties and indemnity rights) obtained by Supplier from a third party (e.g.,
manufacturer, licensor, subcontractor, or supplier) on the goods or services may be, and by this
clause are, assigned and passed through to Indicia Worldwide at no additional charge to Indicia
Worldwide, and all warranties must be directly enforceable by Indicia Worldwide or by a
subsequent owner of the goods to whom Indicia Worldwide sells or transfers the goods. Delivery
of a required warranty or manual is a condition precedent to final completion. This clause does
not limit Supplier’s liability, and Supplier remains jointly and severally liable for all warranties.
Upon request, Supplier must manage a warranty claim against a manufacturer, licensor,
subcontractor, or third party supplier and will assist Indicia Worldwide in pursuing a warranty
claim.
7.3. When making an offer for purchase, Supplier must perform and is responsible for an evaluation of
the potential risks of the goods or services, based on the Purchasing Policy and the laws of the origin
and destination countries, and will communicate to Indicia Worldwide any risks that Supplier so
identifies.
8. INDEMNITY
Without prejudice to any rights or remedies of Indicia Worldwide, Supplier shall indemnify Indicia Worldwide
against all loss that Indicia Worldwide may suffer or incur as a result of or in connection with (i) any breach
by Supplier of the terms of this Agreement or any Order, (ii) any violations of applicable laws or regulations,
(iii) Supplier’s failure to comply with Indicia Worldwide’s or its Client’s safety or on-site instructions, (iv) any
negligent, fraudulent, or wrongful act or omission of Supplier, (v) any damage to property or in respect of
any injury (whether fatal or otherwise) to any person which may result from any defect in the goods or from
Supplier’s acts or omissions, (vi) any claim of any employee of Supplier against Indicia Worldwide in
connection with this Agreement, including any claim in relation to the termination of his or her employment
by Supplier; (vii) any industrial action taken by any employee of Supplier or (vii) breach of any Proprietary
Information under this Agreement.

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9. INTELLECTUAL PROPERTY RIGHTS

9.1. Except to the extent that the goods are made following designs or information expressly directed by
Indicia Worldwide writing, Supplier warrants that the goods and services provided by it to Indicia
Worldwide under this Agreement will not in any manner or way infringe or violate the intellectual
property rights of any third parties.
9.2. Supplier fully indemnifies and holds Indicia Worldwide and its Clients that receive Supplier’s goods
or services harmless from and against any loss suffered or incurred by Indicia Worldwide or such
Clients or awarded by a court or authority of competent jurisdiction against Indicia Worldwide or such
Clients arising out of any claim of breach of the warranty set out in clause 9.1.
9.3. In the event of a claim arising from a breach of Supplier’s warranty in clause 9.1, in addition to the
remedies in clause 9.2, Supplier will at its own expense and at Indicia Worldwide’s sole discretion:
a) procure the unrestricted right for Indicia Worldwide and/or its affiliates or Clients, as applicable,
to continue using the affected goods or services;
b) make or procure such alterations, modifications, adjustments or substitutions to all or any part
or parts of the affected goods or services so that they becomes non-infringing without
diminishing or materially affecting the goods and/or services; or
c) substitute a non-infringing item of at least functional equivalence.
If Supplier is unable to provide any of the above alternatives within a period reasonably determined
by Indicia Worldwide, Indicia Worldwide may at its sole option (without limiting any other rights or
remedies) terminate this Agreement or any element of the impacted services or goods (with the
parties agreeing to an equitable adjustment to the applicable fees).
9.4. The parties acknowledge and agree that:
a) all rights in any document or information made available to Supplier by Indicia Worldwide or its
related corporations or its Clients shall remain vested in its respective owners;
b) all of Supplier’s pre-existing intellectual property rights in any materials created independently
of this Agreement or otherwise without connection to the performance of the services
("Background Intellectual Property Rights") shall remain the exclusive property of Supplier;
and
c) unless otherwise expressly agreed between the parties in the Order, any intellectual property
rights created or developed by Supplier for Indicia Worldwide or during Supplier’s performance
under this Agreement, including any intellectual property rights in designs, tools, or moulds,
("Foreground Intellectual Property Rights") shall vest in and be owned absolutely by Indicia
Worldwide, and with this Agreement Supplier assigns with full title guarantee all rights, title and
interest as it may have in and to such Foreground Intellectual Property Rights.
9.5. Supplier shall, at the reasonable request of Indicia Worldwide, do all such acts and execute all such
documents as may be necessary from time to time to give full effect to the rights of Indicia Worldwide
under this clause 9).
9.6. Indicia Worldwide hereby grants to Supplier a non-exclusive, royalty-free, non-transferable, and non-
sublicensable licence solely for the purposes of Supplier's performance under this Agreement: (a) to
use Client's marks on, within, or as part of the goods, subject to the instructions set out in the relevant
Order; and (b) to use Client's marks and materials in any other way to the extent necessary for
Supplier to perform the services and produce the goods.
9.7. Supplier hereby grants to Indicia Worldwide a non-exclusive, irrevocable, perpetual, fully transferable,
assignable (with the right to sublicense), paid-up, royalty-free, global licence to use and exploit any
Foreground Intellectual Property Rights (to the extent not already owned by Indicia Worldwide as per
clause 9.4.c) above) and Background Intellectual Property Rights retained by Supplier to the extent
(i) such rights are incorporated in the goods or services delivered, or (ii) such Foreground Intellectual
Property Rights and Background Intellectual Property Rights are made available to Indicia Worlwide
or its Client, but the license under this subsection (ii) shall be granted soley for the purpose of Indicia
Worldwide or its Client receiving, using and enjoying the full benefit of Supplier’s services.

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9.8. In the event a Client wishes to own or be granted rights other than the default licence in or to any
specific Background Intellectual Property Rights under clause 9.7, Supplier agrees to work with
Indicia Worldwide in good faith and in a timely fashion to enable the Client to secure such rights on
reasonable terms. If the parties are unable to reach agreeable terms pursuant to this clause 9.8, the
rights and licenses granted under clause 9.7 shall apply.
9.9. Prior to supplying any materials to Indicia Worldwide, Supplier will obtain from each of the authors of
that material all consents necessary to enable Indicia Worldwide (and its Clients who receive
Supplier’s goods or services) to: (a) attribute or not attribute authorship to the material in its sole
discretion; and (b) perform such acts in relation to the material as are reasonably contemplated by
this Agreement, without infringing any moral rights in that material that the author may have.
9.10. Where any intellectual property rights are agreed pursuant to this Agreement to be assigned to Indicia
Worldwide or its Client (whether by Supplier or any third party who has been engaged by Supplier for
the purposes of supplying any goods or services), Supplier will ensure that the assignment is made
on terms that it is with full title guarantee free from all charges, liens, licences, and other
encumbrances together with the right to sue for and obtain full and effective relief (including damages)
in respect of any infringement thereof and to hold the same unto Indicia Worldwide or a relevant
Indicia Worldwide affiliate (as applicable) absolutely.
9.11. Supplier must not do or permit anything to be done by Supplier personnel which might adversely
affect the rights of Indicia Worldwide or its Clients in or to any of the intellectual property rights in the
goods or the value of such intellectual property rights.
9.12. Each party shall immediately give written notice to the other party of any actual, threatened or
suspected infringement of the other party's or a third party's intellectual property rights.
9.13. Upon request, Supplier shall return or, if instructed in writing by Indicia Worldwide, destroy all
defective, obsolete, surplus or other excess tangible materials containing Indicia Worldwide’s or its
Client’s intellectual property, in order to prevent product counterfeiting or unauthorized use. Any
destruction must comply with applicable laws and industry standards. Supplier must ensure that any
waste contractors it uses provide written evidence of destruction and, at Indicia Worldwide’s request,
Supplier will provide written evidence that the contractor’s destruction complied with the requirements
of this clause.
10. PROPRIETARY INFORMATION
10.1. “Proprietary Information” means any and all information which is now or at any time hereafter in
the possession of Indicia Worldwide and which relates to Indicia Worldwide or the Clients, including
without limitation any confidential and proprietary information, personal data, the fact of the existence
of the relationship with the Clients or Supplier, all details thereof, matter, plans, charts, data, know-
how, formulae, processes, designs, photographs, maps and routings, drawings, specifications,
software programs, documents, secrets, dealings, transactions or affairs, rate cards, mark-
ups/margins, fees (however recorded or preserved), the fact and identity of any other person’s, firm’s,
or company’s involvement and, in particular but without limitation, the Clients.
10.2. Supplier agrees to:
a) Maintain the confidentiality of all Propretary Information;
b) Prevent unauthorised use and disclosure of Proprietary Information, and Supplier agrees that it
will not directly or indirectly disclose (or permit any of its subcontractors or representatives to
directly or indirectly disclose) any Proprietary Information to any third party including Indicia
Worldwide's Client;
c) Use the Proprietary Information solely for the purpose of performing its obligations under this
Agreement and may only disclose the Proprietary Information to those of its employees who: (i)
have a need to receive, access, or view it (and only to the extent necessary); (ii) have been
made aware of its confidential nature and agreed to maintain its strict confidence; and (iii) have
executed an individual confidentiality agreement if requested (and in the form requested) by
Indicia Worldwide or its Client;
d) Return Proprietary Information to Indicia Worldwide immediately on request, including without
limitation, all documents or other materials containing or referring to the Proprietary Information

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which are in its possession, power or control or in the possession, power and control of persons
who have received such information from Supplier; and
e) Ensure: (i) that access to all manufacturing plants is monitored and controlled; (ii) all waste is
controlled and disposed of securely; (iii) third-party couriers and freight providers are controlled
by Supplier to ensure confidentiality of Proprietary Information; (iv) secure storage facilities are
provided for all storage and set down of Proprietary Information, and (v) all data and information
system access is controlled to ensure secure storage and confidentiality of Proprietary
Information.
10.3. The obligations of confidentiality under this clause do not apply to the extent that information is
(whether before or after the date of this Agreement) (a) rightfully known to, or in the possession or
control of Supplier and there is no obligation of confidentiality on Supplier; (b) generally and publicly
available otherwise than as a result of a breach of this Agreement; or (c) required to be disclosed by
law.
10.4. Supplier may not make any press or other release or announcement relating to this Agreement or the
transactions which are the subject of this Agreement without the prior written approval of Indicia
Worldwide to the form, content and manner of the announcement or release. Supplier must obtain
the prior written approval of Indicia Worldwide if it wishes to make any reference to the fact that it
provides the services to Indicia Worldwide or the Clients or to otherwise associate its name or
services with Indicia Worldwide or the Clients.
10.5. Supplier acknowledges that any breach of this clause 10 would injure Indicia Worldwide irreparably
and that money damages alone would not be sufficient remedy for such a breach. Accordingly,
Supplier acknowledges and accepts that Indicia Worldwide shall also be entitled to specific
performance and injunctive relief without proof of damage from any court in any jurisdiction in addition
to all other remedies available at law or in equity.
10.6. Indicia Worldwide may terminate this Agreement for material breach with immediate effect if Supplier
is in breach of its obligations as set out in this clause 10.
10.7. Each party agrees that it will at all times comply with all of its obligations, and all requirements
applicable to it under the Data Protection Laws, as published on Indicia Worldwide’s website and
which may be updated by Indicia Worldwide from time to time in its sole discretion. "Data Protection
Laws" means any law applicable from time to time relating to the processing of personal data or
privacy, as in force at the date of this Agreement or as re-enacted, applied, amended, superseded,
repealed or consolidated, and including any legally binding regulations, direction and orders issued
from time to time under or in connection with any such law.
11. DAMAGES
11.1. In the event of delay in Supplier’s delivery of the goods or performance of the services or if Supplier
fails or refuses to provide the goods or services, Supplier shall pay liquidated damages to Indicia
Worldwide in the amount equivalent to one tenth of one percent (1/10th of 1%) of the cost of the
unperformed portion for the items or services ordered for every day of delay but not to exceed 10%
of the total contract price without prejudice to other courses of action and remedies available under
the law.
11.2. Supplier and Indicia Worldwide acknowledge and agree that the sums payable under this clause 11
shall constitute liquidated damages and not penalties and are in addition to all other rights or remedies
available to Indicia Worldwide in contract or in law, including the right to claim a breach or terminate
this Agreement or the Order. The parties further acknowledge that (i) the amount of loss or damages
likely to be incurred is inacapable or is difficult to precisely estimate insofar as delay may impact
Indicia Worldwide’s reputation or require Indicia Worldwide to provide non-monetary concessions to
the Client, (ii) the amounts calculated in accordance with the clause above bear a reasonable
relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred
in connection with any failure by Supplier to provide the goods or services in accordance with this
Agreement, and (iii) one of the reasons for Supplier and Indicia Worldwide reaching an agreement
as to such amounts is the uncertainty and cost of litigation regarding the question of actual damages.
This provision shall apply in the event of concurrent delay or delay caused by a third party.

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11.3. Any liquidated damages due to Indicia Worldwide shall become due and payable on the first day of
the month following the date upon which Indicia Worldwide imposes them. Indicia Worldwide may
exercise its right of set-off and deduct the amount of any outstanding damages or penalties against
amounts due and owing to Supplier. If the sum due and owing to Supplier for performance under this
Agreement in any month is less than the amount of liquidated damages payable to Indicia Worldwide,
Supplier shall pay the difference upon demand by Indicia Worldwide.
12. INSURANCE
Supplier shall effect with a reputable insurance company policies of insurance covering all matters that are
the subject of indemnities and obligations under the Agreement including public liability insurance (or an
appropriate equivalent insurance in any relevant jurisdiction), all worker’s compensation or employers
liability insurance (or an appropriate equivalent insurance in any applicable jurisdiction), and any other
suitable insurance required by law. It is Supplier's responsibility to guarantee that the insurance coverage
is necessary and advisable for Supplier's protection or to fulfil its obligation under this Agreement. The
insurance policies shall be maintained by Supplier, as applicable, at Supplier's own expense. Supplier will
furnish Indicia Worldwide with a copy of any policy or policies of insurance or certificates thereof, within
three (3) days of Indicia Worldwide’s request for same. Failure of Supplier to comply with the provisions of
this clause may result in termination of the Agreement.
13. FORCE MAJEURE
13.1. Neither Supplier nor Indicia Worldwide shall be liable to the other for any delay or failure in
performance due to a Force Majeure event that is beyond the reasonable control of the party unable
to perform.
13.2. If a Force Majeure event occurs, the party delayed or unable to perform shall give immediate notice
to the other party, and the other party may terminate the affected Order if the Force Majeure event
remains in effect more than five calendar days. The affected party must take all reasonable steps to
ensure that it continues to perform its obligations under this Agreement during a Force Majeure Event
and, in any event, takes such steps as are specified in the Business Continuity Plan. A “Force
Majeure” event means acts of God, war, riots, terrorism, civil insurrections, or abnormal forces of
nature, acts of government and industrial action of any kind (not involving the employees of the
affected party).
14. BUSINESS CONTINUITY PLAN
14.1. Supplier shall maintain a comprehensive business continuity plan that is commercially reasonable
and comply with applicable law, rules and regulations, and includes processes to
recover the production process in the event of a natural disaster, epidemic or pandemic, or any other
event that disrupts the ability of Supplier to meet its delivery commitments to Indicia Worldwide or to
provide the goods or services in accordance with this Agreement. Supplier will provide a copy of such
plan to Indicia Worldwide upon request. Supplier will test the adequacy of its business continuity plan
at least annually. In the event of business disruption that materially impact Supplier’s provision of
service under this Agreement, Supplier will promptly notify Indicia Worldwide of the disruption and
the steps being taken in response.
14.2. Without limiting Supplier’s obligations under this Agreement, in the event of any circumstance which
makes the performance of the services in the manner specified or contemplated by this Agreement
or any Order objectively impossible, Supplier will immediately notify Indicia Worldwide of such event.
15. AUDIT
15.1. Supplier will maintain on-site all documentation establishing its and its permitted subcontractors’
compliance with this Agreement. Supplier agrees to permit Indicia Worldwide and its designated
agents to audit Supplier's compliance with this Agreement and any Order, including (to the maximum
extent permissible by law and as reasonably necessary to assess Supplier's compliance with the
Agreement) on-site inspection of manufacturing facilities with one (1) week notice to Supplier, reviews
of books and records, and private interviews with employees. The audit will be conducted during
normal business hours, and requests will be limited to information relating to the services or this
Agreement and must be treated as Proprietary Information.
15.2. Indicia Worldwide will bear the cost of the initial audit unless the audit reveals that Supplier or the
services do not comply with this Agreement, in which case Supplier will be liable to pay or reimburse
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Indicia Worldwide for all reasonable costs and expenses relating to such audit and/or any subsequent
audits (including accountancy or legal fees).
15.3. All records and evidence (including but not limited to accounting, costs and all documents) related to
this Agreement shall be kept available at Supplier’s expense at Supplier's office or place of business
for and during the period of this Agreement and thereafter for at least seven (7) years or as per the
Bureau Internal Revenue (BIR) Revenue Regulation No. 17- 2013 re: the Guidelines of Preservation
of Accounts and other accounting records. The term ‘other accounting records’ includes the
corresponding invoices, receipts, vouchers and returns, and other source documents supporting the
entries in the books of accounts. It should also be preserved for a period of ten (10) years counted
from the date of last entry in the books to which they relate. The term ‘last entry’ refers to a particular
business transaction or an item thereof that is entered or posted last or latest in the books of accounts
when the same was closed. The foregoing notwithstanding, if the taxpayer has any pending protest
or claim for tax credit/refund of taxes, and the books and records concerned are material to the case,
the taxpayer is required to preserve his/its books of accounts and other accounting records until the
case is finally resolved. Unless a longer period of retention is required under the NIRC or other
relevant laws, the independent Certified Public Accountant (CPA) who audited the records and
certified the financial statements of the taxpayer, equally as the taxpayer, has the responsibility to
maintain and preserve copies of the audited and certified financial statements for a period of ten (10)
years from the due date of filing the annual income tax return or the actual date of filing thereof,
whichever comes later.”
16. AMENDMENTS AND CONFLICTS
16.1. All amendments to this Agreement or any Order must be communicated in writing and signed by the
parties to this Agreement. No third party approval shall be required. Any terms or conditions provided
by Supplier or included or referenced in any response to an RFQ or Order confirmation from Supplier
are null and void.
16.2. The parties expressly agree that, in the event of a conflict, inconsistency or ambiguity between the
terms of this Agreement and the terms of any Schedule, or Order, the terms of this Agreement shall
govern and control unless such Schedule or Order expressly states otherwise.
16.3. A provision of or a right created under this Agreement may not be waived, except in writing signed by
the party granting the waiver; nor varied, except in writing signed by the parties.
17. DISPUTE RESOLUTION/LITIGATION
17.1. Any dispute arising from or in connection with the interpretation or implementation of this Agreement
shall be resolved through consultation and negotiation. If such dispute cannot be resolved within thirty
(30) days, the dispute may be submitted for arbitration under the respective jurisdiction and as per
applicable laws.
17.2. Arbitral awards are final and binding on both Parties. Any application for enforcement of arbitral awards
may be submitted to any court of competent jurisdiction. The venue for arbitration shall be in the
Philippines.
17.3. In case of litigation, this Agreement shall be governed by laws of Philippines and the appropriate courts
of the Philippines shall have exclusive jurisdiction over any subject matter in dispute.

18. GENERAL
18.1. These terms constitute the entire agreement between the parties in respect of its subject matter and
supersede any previous agreements that were agreed between the parties. In the event of any conflict
between the provisions of any Addendum or Amendment to this Agreement and this Agreement, the
provisions of this Agreement prevail unless otherwise expressly stated in such Addendum or
Amendment..
18.2. If any provision of this this Agreement is found invalid or unenforceable, the remaining portions will
remain in full force and effect. If all or any part of any provision of this Agreement is illegal or
unenforceable in any jurisdiction, it is to be severed in that jurisdiction. Severance of any provision or
part of any provision will not affect the operation of the remaining provisions of this Agreement in that
jurisdiction or the continued operation of this Agreement in its entirety in other jurisdictions.
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18.3. Without limiting the survival of any provisions which would otherwise survive the termination of this
Agreement, clause 7 (Warranties and Compliance), clause 8 (Indemnity), clause 9 (Intellectual
Property Rights), clause 10 (Proprietary Information), clause 12 (Insurance), clause 16 (Dispute
Resolution), and this clause 18 (General) are continuing provisions and will survive the termination of
this Agreement.
18.4. This Agreement shall be governed by and construed in accordance with the laws of the Philippines,
and the parties shall submit to the jurisdiction of the courts of the Philippines.

The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by it.
The Agreement is signed on behalf of the parties by their duly authorised representatives.

SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF

__________________________________
TRANSPRINT CORPORATION KONICA MINOLTA MARKETING SERVICES

Please add company name (Legal)

__________________________________ (PHILIPPINES), INC.

By: By:

Print Name: CATHERINE LAURA ROCHELLE V. YORO Print Name: ___________________ ______

Title: CORPORATE TREASURER Title:_____

Date: Date:

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SCHEDULE 1
SERVICE DESCRIPTION AND SERVICE LEVELS

1. SERVICES
Supplier shall provide the in-scope services in the table below, as agreed in each applicable Order and as
further described in this Schedule 1. Such services may include, but shall not be limited to, concept design,
production design, and manufacturing and distribution of all types of promotional point-of-sale materials
(“POSM”), as further described in subsections a) – d) below:
a) Concept design may include, but is not limited to, concept sketches and drawings, material
samples, in-situ representations, other samples and pictorial representations;
b) Production design may include, but is not limited to, drawings and rendering, manufacturing
drawings including general assembly and bill of materials, tool design, samples and prototypes;
c) Manufacturing may include, but is not limited to, processes such as fabrication, printing, cutting,
forming and moulding; and
d) Distribution of print and promotional POSM may include, but is not limited to, the kitting, packing
and freighting of components.
Any additional service requirements will be managed by Supplier in a manner agreed from time to time
between Supplier and Indicia Worldwide.
Scope
Illustrative Examples
Category Descriptions Inclusions
(Non-exclusive list)
(Yes/No)
Wobblers, posters, cards,
Printed material on any fibre-based stickers, brochures, flyers, tags, YES
1 Print Flat Sheet substrate labels, banners
Graphics for freezer, vehicles,
Printed material on any synthetic wall, floor, window, pillar, and lift. NO
2 Print Flat Sheet based substrate Magnets and banners
All the products related to the Business cards, letterheads,
Business Forms & business correspondence and envelopes, pads, sticky notes, YES
3 Stationery gathering or imparting information business forms
Products used for retail or consumer
marketing including displays or free-
standing units
Standee, gondola end, counter
Typical materials: paper, flute board, YES
display, pallet display, pop-up
card display, special shape displays,
4 POSM -Temporary Product lifetime: up to 8 weeks hang sell, clip strip, cube box
Products used for retail or consumer
marketing including displays or free-
standing units. Including
installations. Standee, gondola end, counter
display, sampling booth, metal NO
Typical materials: Polypropylene, racks, plastic display, PET Chiller
POSM -Semi flute, foamboard, forex, PETG, ABS Parasite, chiller tray, metal
5 Permanent Product lifetime: up to 6 months standee, hi-impact shelf extension
Products used for retail or consumer
marketing including displays or
freestanding units.
Typical materials: timber, wire, Display counter shelving NO
6 POSM – Permanent metal, plastics, acrylic, glass. racks, plug-in furniture

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Units may also include power and

lighting and LEDs, with installation,
repair, and maintenance.
Product lifetime: up to 2 years
Digital display with or without mini-
computer or media player linked via
HDMI to a television, LFD, LCD, or
LED monitors, including Free standing, floor standing or NO
POSM – Digital installations, repair, and integrated with semi-permanent
7 Screens maintenance POSM
Visibility –
Billboards & Outdoor advertising materials that Billboards, flags, banners, fence NO
8 Banners are physically installed on location mesh
Outdoor advertising materials, Posters, breeze barrier, awnings, YES
9 Visibility – Outdoor typically provided to retail outlets parasols, street furniture
Products used for retail or consumer
marketing that are typically
permanent and customized for a Bulkheads, wall signs, street
NO
10 Signages specific retail store or building signs, sign hardware
Non-Core and
Promotional Paper- Paper-based packaging including Gift boxes, swing tags, sleeves, YES
11 Based Packaging bundled packaging for adhoc offers shopping bags
Core Paper-based
Secondary Paper-based packaging used for
YES
12 Packaging products Carton boxes
Core Primary Flexible films, pouches, tubes, YES
13 Packaging Primary and secondary packaging bottles, labels
All print and mail, typically
14 Mail House personalised Letters, postcards, brochures
YES
Customised gifts and promotional
items, typically printed with product Premiums in various categories, YES
15 Promotional Items or company branding gifts and merchandise items
Usually decorative items not placed
on the shelf and not part of a display; Balloons for decoration, other NO
used to disrupt and increase visibility decoration items; shelf-pusher;
16 POSM Accessories to enhance sales. shelf feeder
Storage, packaging, cargo handling,
distribution processing, and YES
Storage and information processing, co-packing
17 Warehouse and kitting, including blister packing
Finished and semi-finished
materials to be dispatched to
Logistics and identified locations, including third- YES
18 Transport party branches or stores of Client.

2. ACCOUNT MANAGEMENT AND REPORTING

2.1 Indicia Worldwide will assign a relationship manager who will be available to consult with, and give
directions to, Supplier as necessary for the proper performance of the Agreement. The relationship
manager does not assume or owe any duty of care to Supplier to direct or advise Supplier in its
performance of the Services.

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2.2 Supplier will provide an account management team to ensure seamless delivery of operational and
account management support. The account management team will include:
a) A director/senior executive who will be responsible for any escalation issues and to attend
executive level meetings;
b) An experienced and accountable manager operating as Supplier’s assigned key
representative, who is fully familiar with the Agreement and associated Service requirements
(hereinafter, the "Key Representative”); and
c) A back-up manager to ensure continuity of support and an emergency contact if required.
2.3 Supplier’s Key Representative must:
a) be skilled and experienced in management of projects such as the provision of the Services;
b) have the authority and skills to act on behalf of Supplier in relation to the day-to-day
management of the Agreement and the provision of Services by Supplier;
c) be available at all reasonable times to consult with and receive directions from the Indicia
Worldwide relationship manager, as necessary for the proper performance of the Agreement;
d) be responsible for the planning, execution and proper performance of the Services in
accordance with applicable Service Levels stated in clause 8;
e) be responsible for ensuring Supplier’s compliance with the Agreement; and
f) be responsible for submitting all proposals to Indicia Worldwide for changes to the services,
Service Levels or Fees and (if appropriate) actioning such proposals.
2.4 As requested by Indicia Worldwide, Supplier shall provide reporting on details of services and goods
produced for Indicia Worldwide and/or the Client. This reporting may include, but is not limited to:
a) Work volume by type and product classification;
b) Manufacturing quantities across components and finished goods;
c) Register of all assets, including tooling, dies, digital files and other design elements, previously
used;
d) Details of current and previously used specifications;
e) Review of production management timelines; and
f) Other information as reasonably requested by Indicia Worldwide.

3. SHIPPING AND DELIVERY

3.1 Shipments must be preserved and packaged to permit efficient handling, to provide protection from
loss or damage, to comply with Indicia Worldwide’s specifications, government regulations, industry
standards and carrier requirements. The contents shall be clearly marked on each container and pallet,
and all containers of hazardous goods (and all documents relating to that) shall bear prominent and
adequate warnings. Supplier shall indemnify Indicia Worldwide against all loss which Indicia
Worldwide may suffer or incur as a result of or in connection with any breach of this clause 3.1.
3.2 Supplier shall deliver the goods to Indicia Worldwide as specified in the relevant Order. Unless the
Order expressly states otherwise, the Delivery Duty Paid point (DDP of Incoterms© 2023) for all
tangible goods shall be the delivery location specified in the Order. Supplier assumes full responsibility
and liability for transportation loss or damages, even where Indicia Worldwide has agreed to pay the
freight or other charges during transportation. Supplier shall promptly provide proof of delivery upon
request, and Supplier shall promptly assist Indicia Worldwide in issue resolution related to any Order
delivery.
3.3 Unless otherwise agreed in writing, Supplier is responsible for the off-loading of the goods at no
additional charge to Indicia Worldwide. Any access to premises and any labour and equipment that
may be provided by Indicia Worldwide in connection with the delivery or off-loading shall be supplied
without liability to Indicia Worldwide. If access by Supplier to Indicia Worldwide's premises or Client's
premises is necessary for delivering the goods, Supplier shall comply with all site-regulations and all
safety requirements specified by Indicia Worldwide or the Client.
3.4 “Overs and unders” will not be accepted unless agreed in writing by the Indicia Worldwide relationship
manager prior to dispatch of the goods.

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3.5 If applicable, upon written demand, the Supplier shall deliver any tooling or moulds owned by Indicia
Worldwide to the delivery address designated by Indicia Worldwide. All tooling and mould costs will
be addressed in writing by the parties prior to mass production. Except for agreed delivery and freight
costs, no additional payments will be required for Indicia Worldwide or its Client to take possession of
the moulds.
3.6 Any soft-copy goods shall be delivered to Indicia Worldwide' e-mail address specified in the relevant
Order (or by such other means as required by Indicia Worldwide) within the timescale(s) specified in
the applicable Order or otherwise specified by Indicia Worldwide. The delivery of soft-copy goods shall
occur immediately on sending the relevant e-mail attaching the soft-copy goods, provided that Supplier
receives no delivery failure message.

4. INSTALLATIONS AND MAINTENANCE

4.1 All installation and maintenance services shall be conducted by authorised personnel fully trained in
health and safety protocols in use of tools, equipment and materials.
4.2 Supplier is solely responsible for ensuring all installation and maintenance services are performed in
accordance with then-current local codes and regulations.
4.3 Supplier shall comply with the following obligations when installing or maintaining displays and digital
screens:
a) Permanent and semi-permanent displays:
(i) Installation must comply with the RFQ and the Order;
(ii) Supplier shall conduct all maintenance and repair work upon receiving store permission
in writing, and such work shall be completed within the timing provided by the store; and
(iii) Supplier must submit to Indicia Worldwide a report of installation and an acknowledgment
of completion from the store.
b) In addition to the foregoing obligations, Supplier shall comply with the standards and
obligations below for all digital screens, displays and consoles with electrical circuits:
(i) All products must be certified by regulatory authorities as safe for installation and the
intended use. On request, Supplier must provide certification to Indicia Worldwide.
(ii) Supplier shall perform periodic check-ups as per the Order for maintenance and repair
and/or replacement of parts if found damaged or non-functioning.
(iii) Supplier shall ensure each unit is functioning flawlessly with respective electrical and
non-electrical components, switches, lights, LEDs, and any branding elements mounted
or fixed on the digital displays.

5. STORAGE AND WAREHOUSE

5.1 Supplier shall perform all warehouse activities such as, but not limited to, unloading, acceptance,
storage, delivery, stock control, order handling, order picking, preparing for shipment, loading,
invoicing, assembling, labelling, exchange, control of information and ancillary services regarding
goods, that have been agreed between Indicia Worldwide and Supplier separate from any transport
services.
5.2 Supplier shall ensure protection of the stored goods from damage or loss (including by providing
appropriate fire protection) and shall ensure suitable storage conditions for the goods, in accordance
with applicable laws and regulations and best industry standards. Supplier shall ensure appropriate
levels of security for the stored goods and for the warehouse in accordance with best industry
standard.
5.3 Supplier shall physically segregate the goods from any inventory owned by third parties and place
one or more signs conspicuously identifying the goods as Indicia Worldwide’s or Client’s property.
5.4 Supplier agrees to allow Indicia Worldwide or its representatives to have regular access during normal
business hours to the warehouse to take inventory, inspect the facilities and goods, inspect records
and inventories, and assess the services, provided that any such inspection shall take place upon
reasonable advance written notice. Supplier shall reasonably cooperate with Indicia Worldwide’s
representatives in conducting any inspections or inventory.

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6. PRODUCT TESTING
6.1 Where applicable, tests shall be specified in the Order, and Supplier shall perform such tests before
delivery of the goods and services and at the time specified in the Order or as otherwise agreed with
Indicia Worldwide. For the avoidance of doubt, any tests and certifications undertaken by Supplier or
by Indicia Worldwide (or its third-party quality control agents) before delivery are not meant to be
formal acceptance of the goods to be delivered, and notwithstanding any remedies fulfilled under
clause 6.2 below, the remedies in Clause 6.1 of the Agreement remain reserved.
6.2 In the event the goods or services or any part of it fail to meet any tests specified in the Order, Indicia
Worldwide may:
a) require rectification at Supplier's expense; or
b) accept the goods or services, conditional upon Supplier accepting an equitable reduction in the
fees payable to Supplier; or
c) reject the goods or services and recover from Supplier all costs incurred as a result of Supplier's
failure to complete the goods and services to Indicia Worldwide's satisfaction.
6.3 Some goods must be subjected to a mandatory third-party risk assessment and third-party testing by
an Independent Assessor. “Independent Assessor” means an impartial institute approved in
advance by Indicia Worldwide on a case-by-case basis, which is capable of (i) assessing the intended
goods for suitability, safety, and compliance with legal requirements in the country of sale or
distribution and the country of production, and (ii) preparing risk assessments, testing plans and test
reports with findings thereof.
6.3.1 The Independent Assessor will (i) advise on required certification in the country of production
and country of sale or distribution (based on applicable regulation), (ii) recommend a testing
plan, and (iii) where necessary, suggest changes to Supplier to control and reduce the risk.
6.3.2 Third-party testing, according to the agreed testing plan, must be performed by the
Independent Assessor before the goods will be released and must assure that the goods
meet the requirements of the testing plan.
6.3.3 Unless otherwise agreed in the Order, Supplier is responsible for contracting with the
Independent Assessor for the third-party risk assessment and for performing the tests of the
agreed testing plan. The costs of the third-party risk assessment and the third-party testing
will be paid by Supplier.
6.3.4 Unless otherwise agreed in an Order, all necessary documentation (e.g., technical files, risk
assessment, test results, certification, declarations of compliance) and samples of the goods
must be sent to Indicia Worldwide by Supplier.

7. PRODUCT RECALL
7.1 Indicia Worldwide or its Client(s) may, for public health or safety reasons, instigate a public recall if it
believes on reasonable and genuine grounds, the public recall is appropriate or necessary in the
circumstances. Indicia Worldwide will, to the extent possible in the circumstances, consult with
Supplier concerning the public recall. If either party becomes aware of a complaint concerning any
good being supplied to Indicia Worldwide or its Client which is not in compliance with an Order, the
specifications, any warranty given by Supplier pursuant to the Agreement or any other requirement
of the Agreement, or which may otherwise endanger health or safety, that party shall immediately
inform the other party in writing.
7.2 In the event that a recall is initiated as a result of (i) a good provide by Supplier or its subcontractors
that does not conform to any requirement set forth in this Agreement or (ii) the negligent or wrongful
act of Supplier or its subcontractors, then Supplier shall bear all of the out-of-pocket costs and
expenses of such recall including, without limitation, expenses related to communications and
meetings with all required regulatory agencies, expenses of replacement goods, the cost of
notifying the Client or the public, and costs associated with shipment of recalled good from the Client
and shipment of an equal amount of replacement goods to the Client.
7.3 The parties agree that any limitation of Supplier’s liability will not apply to costs, damages, loss or
liability related to failure of the goods to comply with the Purchasing Policy, applicable laws, rules,
statutory and legal requirements, or regulations in the country of production, sale, or distribution.
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8. SERVICE LEVELS
The Performance Measures, set out below, contain the key performance indicators (“KPIs”) for a particular
task and the minimum Service Level required by Supplier in performing such task measured by reference
to the KPI. Supplier must at all times achieve or exceed the following Service Levels:

Service
Task Required Performance Measures (KPIs) Level
required
Service Delivery • All goods delivered as per specification detailed in the RFQ.
• Respond fully and accurately to RFQ’s and order acceptance in 24 hours
unless otherwise agreed by the Indicia Worldwide relationship
manager. More urgent responses should be separately agreed.
• Any drawings, prototypes, production samples and quality assurance 98%
(“QA”) items must be supplied within 24 hours of the dates detailed on
the project plan attached to the RFQ. Any change to this timing must
be agreed by the Indicia Worldwide relationship manager prior to the
required date. Dates to be modified in the Indicia Worldwide System
via a change order.
• Responses to RFQ’s must be submitted via the Indicia Worldwide
System.
Quality • Strict adherence to the prescribed and audited Quality Assurance-
Quality Control (“QA-QC”) process by Indicia Worldwide.
• Guaranteed file integrity from Supplier’s proof to print. 100%
• Consistent QA and project management through prescribed approvals
detailed in the project plan attached to the RFQ.
• No changes to be made to supplied design or art files unless instructed
in writing by the Indicia Worldwide relationship manager.
Logistics and • All deliveries to be FIS to agreed locations or as otherwise agreed
Transport between Supplier and Indicia Worldwide.
• Delivery performance measured on On-Time In Full (“OTIF”).
• Advice of shipment must be updated same working day if despatched
before 12 noon and before noon next working day if despatched after
12 noon. Shipping is not to commence without final QA approval by
Indicia Worldwide. 98%
• Any request for extension of the due date must be agreed between
the Indicia Worldwide relationship manager and Supplier. Dates to be
modified in the Indicia Worldwide System via a change order.
• Shipments to warehouses must contain accurate information for
contents and codes per RFQ specification. All packaging, box art or
labelling must be approved as detailed in the RFQ specification.
• All deliveries must be made in full. Any shortages must be advised to
the Indicia Worldwide relationship manager prior to despatch and
details of re-supply agreed.
• Advanced shipment notices (“ASN”) and Product Distribution Advice
(“PDA”) are required where the Client has requested this process as
detailed in the RFQ.
• Supplier is responsible for ensuring it follows the delivery destination
policies and protocols for any delivery timeslot allocation imposed by
the receiver. Failure to secure a timeslot allocation on or before the
agreed delivery date must be communicated to Indicia Worldwide.

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Invoicing • All necessary tax invoice information to be entered into the Indicia
Worldwide System. 100%
• Invoicing to take place within maximum of 5 working days from delivery
date as per the Order.
Reporting • All reporting shall be provided as per agreed timelines and formats. 100%

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SCHEDULE 2
PAYMENT TERMS AND FEE

1. INVOICING
1.1 Supplier shall issue invoices via the Indicia Worldwide System, and each invoice must contain the
following details:
a) The Indicia Worldwide entity named in the Order,
b) Supplier name as stated in the Indicia Worldwide System,
c) Date,
d) Invoice number,
e) Order number and project number (if any) as stated in the Indicia Worldwide System,
f) VAT number (if registered for VAT),
g) Total amount, and
h) Any additional information required by the Indicia Worldwide relationship manager as notified to
Supplier from time to time.
1.2 Indicia Worldwide enforces a No PO – No Production – No Pay policy. Any invoice that does not clearly
state the valid Order number will be rejected and returned to Supplier. Failure to include the correct
Order number in the invoice may result in a significant delay in the payment process. Supplier
acknowedges and agrees that invoices that are not issued pursuant to an Order will not be paid, and
Supplier will not be paid for services performed without a valid Order.
1.3 If any invoice is disputed by Indicia Worldwide, Indicia Worldwide will notify Supplier of the reasons for
such dispute in writing, and the parties shall negotiate in good faith to resolve the dispute.

2. PAYMENT TERMS
2.1 Indicia Worldwide will pay properly-invoiced fees as set out in the Order for services provided by
Supplier in accordance with this Agreement and the Order. Unless otherwise stated in an addendum
to the Agreement with Client-specific payment terms, all properly-issued invoices shall be paid within
120 days from the original invoice receipt date by Indicia Worldwide.
2.2 All RFQ estimates and accepted Orders are exclusive of applicable taxes whilst all invoiced amounts
must be inclusive of applicable taxes. If Indicia Worldwide is required by applicable law to withhold
income tax from any payment made to Supplier, then Indicia Worldwide shall deduct such tax from the
payment due to Supplier, issue a withholding tax certificate to Supplier, and remit such withholding tax
to the relevant tax authorities.
2.3 Accelerated Invoice Payment Service:
2.3.1 Indicia Worldwide may offer accelerated payments of Supplier’s invoices (the “Accelerated
Invoice Payment Service”) as specified in an addendum to this Agreement containing
country-specific terms and conditions (a “Country-specific Addendum”). Such Country-
specific Addendum will specify the applicable service charge and terms for accelerated
payments for qualifying invoices.
2.3.2 Indicia Worldwide may suspend or cancel the Accelerated Invoice Payment Service with 7
days written notice to Supplier. Supplier may suspend or cancel the Accelerated Invoice
Payment Service with 30 days written notice to Indicia Worldwide. Any suspension or
cancelation by either party will apply to invoices received after the notice period and not
invoices previously accepted whilst the Accelerated Invoice Payment Service was in affect.

3. PARTNER SERVICES FEE

3.1 Supplier will be granted access to Indicia Worldwide’s Partner Services program, and subject to clause
1.4 of the Agreement, Supplier will be granted access to the Indicia Worldwide System. The Partner
Services program includes Indicia Worldwide’s support services for Supplier which may include end-
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to-end technology support, certification support, and guidance related to quality improvement,
performance insights, and sustainable practices.
3.2 In exchange for Supplier’s access to and use of the Indicia Worldwide System and the Partner Services
program, Indicia Worldwide will charge Supplier a Partner Services Fee which is calculated as a
percentage of the total value of each invoice submitted to Indicia Worldwide (inclusive of all delivery,
freight and additional charges related to the services and goods). The applicable percentage will be
specified in a Country-specific Addendum. The Partner Services Fee shall be proportionally relative to
the revenues that Supplier generates from Indicia Worldwide by spend category and is not linked
to Client contracts or revenue. Supplier agrees that Indicia Worldwide may deduct the Partner Services
Fee from the amount payable to Supplier for each invoice.
3.3 Indicia Worldwide will notify Supplier of any changes to the Partner Services Fee with 60 days written
notice. Any such changes will apply to all invoices received after the 60-day notice period.

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COUNTRY-SPECIFIC ADDENDUM

This Country-specific Addendum is effective as of the final signature of the parties below (the “Effective Date”).
In addition to all terms and conditions stated in the Agreement and its Schedules, the parties agree to the
following terms and conditions for services and goods provided by Supplier in Philippines:
1. PARTNER SERVICES FEE
1.1 In accordance with clause 3 of Schedule 2 of the Agreement, Supplier agrees that Indicia Worldwide shall
charge Supplier a Partner Services Fee in the amount equal to 5% of the total invoice amount of each
invoice submitted to Indicia Worldwide (inclusive of all delivery, freight and additional charges related to
the services and goods). If Supplier charges for its services based on rates set out in a rate contract
between Supplier and Indicia Worldwide, Indicia Worldwide will charge the Partner Services Fees that is
agreed by the parties in such rate contract Supplier agrees to allow Indicia Worldwide to deduct and offset
the Partner Services Fee from each invoice received by Indicia Worldwide from Supplier.
1.2 The Partner Services Fee stated in this clause 1 shall apply as of the Effective Date of this Country-specific
Addendum, and the terms of this Country-specific Addendum are hereby incorporated into the Agreement
and shall supersede any conflicting terms, conditions, rates, or charges previously agreed by the parties.

The parties acknowledge that they have read this Country-specific Addendum, understand it, and agree to be
bound by it. This Country-specific Addendum is signed on behalf of the parties by their duly authorised
representatives.

SIGNED FOR AND ON BEHALF OF SIGNED FOR AND ON BEHALF OF

TRANSPRINT CORPORATION
_________________________________ KONICA MINOLTA MARKETING SERVICES
_________________________________ (PHILIPPINES) INC.

By: By:
Print Name: CATHERINE LAURA ROCHELLE V. YORO Print Name: _____ ____________________
Title: CORPORATE TREASURER Title: _______________________________
Date: Date: