ONLINE SUPPORT SERVICES AGREEMENT TO IKONOMIKAL CLOUD ERP
(OSSA ICE)

This "OSSA ICE" is

BETWEEN: NAME OF THE COMPANY (the “You or Your" aka "NOTC", located at:

Building Name & Number, Name of Street, Area Name

Town or City Name, Province. Region or State, Country

Represented by:

NAME OF THE PERSON

President & CEO

T: cable phone

M: mobile phone

E: email address

W: company website

AND: TR IKONOMIKAL CONSULTANTS, (the "Support Service Provider"), aka "IKONOMIKAL"

Located at:

117 Burgos St corner Regalia St. Brgy. Bagong Silang,

Santa. Cruz, Zip Code 4902, Marinduque, R4B

Represented by:

Mr. Teodoro G. Rolluqui

President / CEO

G: 63 917 813 4905

E: tgr@ikonomikal.com

WHEREAS the Client, (NOTC) is engaged in the _________________________________

WHEREAS the Service Provider (TRIC) is engaged in the business of providing Online Technical and Functional Consultancy Support Services to the Subscribers of iKonomikal Cloud ERP (the “Service”);

AND WHEREAS the Client wishes to engage the Service Provider to provide the Services;

Agreement List of Contents

1. Definitions and Interpretation
2. Term
3. Granting of Rights
4. Services
5. Remuneration
6. Limitation of Liability and Indemnity
7. Termination by either Party
8. General
9. Guarantees
Exhibit A as reference of item 4 Services
Exhibit B as reference of item 5: Remuneration

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants and agreements herein contained the parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Article 1 Hereof contains the definitions of certain capitalized terms used in this Agreement.

1.2 Generally Accepted Accounting Principles

All accounting and financial terms used herein, unless specifically provided to the contrary, shall be interpreted and applied in accordance with Generally Accepted Accounting Principles.

1.3 Headings and References

The division of this Agreement into Articles, Sections, Subsections and Schedules and the insertion of headings and a table of contents are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The Article, Section, subsection and Schedule headings in this Agreement are not intended to be full or precise descriptions of the text to which they refer and such headings and the table of contents are not to be considered part of this Agreement.

All uses of the words “hereto”, “herein”, “hereof”, “hereby” and “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section, subsection or other portion of it. Unless something in the subject matter or context is inconsistent therewith, references herein to an Article, Section, subsection or Schedule refer to the applicable Article, Section, Subsection or Schedule of this Agreement.

1.4 Extended Meanings

Unless there be something in the subject or the context inconsistent therewith, in this Agreement, words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa.

1.5 Software

The Software in this agreement is being referred to iKonomikal Cloud ERP, aka iKonomikal. It will be subscribed and used by the Client.

1.6 Schedules

The following Schedules form part of this Agreement:

Schedule A SERVICES PROVIDED
Schedule B REMUNERATION

1.7 Currency

All statements of or references to US Dollars amounts in this Agreement are to lawful money of United States to be exchanged to local or designated applicable currency.

1.8 Tender

Any tender of documents or money hereunder may be made upon the parties or their respective counsel and money shall be tendered in any other means agreed by the parties.

1.9 Calculation of Time

In this Agreement, a contact to inquire anything about the Software by the Client to Service Provider shall be deemed a delivery of service. Likewise, a service conducted remotely by the Service Provider as reported to the Client shall also be deemed a delivery of service. It applies to regular and emergency services.

2. TERM

2.1 Term

The Term of this Agreement shall be the same as the Client subscription to Ikonomikal. The Term shall be automatically renewed upon renewal of subscription to Ikonomikal for additional terms, unless either Party gives to the other Party a notice of termination in writing at least 1 month prior to the end of the Initial Term or of the subsequent term in force at the time, as the case may be, at which point there shall be no further renewals.

3. GRANTING OF RIGHTS

3.1 Granting of Rights

The Client hereby grants to the Service Provider any and all rights necessary to the Service Provider to perform its duties and obligations under this Agreement including, without limitation, to perform the Services.

4. SERVICES

4.1 Environment of Service

The Software is only accessible from the internet and likewise not installed in the premises of the Client. Hence, the communication and delivery of services by the Service Provider is through the internet environment. It is only during interruption of internet service where other practical resources shall be used.

4.2 Duties of Service Provider

Service Provider agrees to use its reasonable efforts to:

4.2.1 provide to the Client the services described in Schedule A (the “Services”) in accordance with industry practices; and

4.2.2 act honestly, in good faith and in the best interests of the Client and shall exercise the degree of diligence and responsibility that a Person having Service Provider’s expertise and knowledge of the affairs of the Client would reasonably be expected to exercise in comparable circumstances

On agreed number of days, the parties shall communicate to discuss the scope and nature of the Services being rendered under this Agreement and the allocation of costs and expenses therefore between the parties. The parties shall make a good faith effort to resolve any discrepancies or disputes in respect of the foregoing and shall record in writing any modification they agree upon and shall modify Schedules A & B to reflect any such modification that modifies the terms and conditions set forth in such Schedules. In the event that the parties cannot resolve any such discrepancies or disputes, the existing and then current terms and conditions set forth in this Agreement shall remain in full force and effect.

4.3 Access to the Software

The Client shall provide Service Provider and Service Provider’s subcontractors, and their respective agents, man dataries, representatives and employees with full unconditional access to the portion of the Software in which the Client uses in its activities at all times and without prior notice, for the purpose of conducting the Services, it being understood that such subcontractors, agents, man dataries, representatives and employees shall comply with all safety measures required by the Software and all reasonable safety measures that are currently in force at the Client, which may be changed by the Client from time to time with Service Provider‘s prior written consent, which consent may not be withheld unreasonably.

The required access to be given by the Client to the Service Provider is specifically via http:// or https:// from the internet in particular during the installation, implementation, training, hands-on supervision, customization, development, functional and technical support services . While access also through RDP/VPN connection to perform maintenance.

5. REMUNERATION

5.1 Remuneration

5.1.1 As consideration for the Services to be performed by Service Provider under this Agreement, the Client shall pay to Service Provider, in accordance with subsection 5.1.1 to subsection 5.1.5, an amount representing all reasonable costs and expenses, incurred by Service Provider in the performance of the Services under this Agreement as set out in Schedule B (the “Remuneration”). All payments made pursuant to this Agreement shall be made in US$ or PHP and will be converted to the applicable currency as per the rate prevailing at the time of payment, without effecting compensation, and the Client shall, in addition to such sums, pay to Service Provider an amount equal to all applicable liens, fees and charges in respect of any such payment to be made under this Agreement for remittance by Service Provider to the appropriate authorities.

5.1.2 Service Provider shall provide to the Client on monthly basis, within 5 days of the end of each month, a statement detailing all reasonable costs and expenses relating to such Services with all necessary supporting documentation (the “Expense Report”).

5.1.3 Service Provider shall provide in advance to the Client an invoice relating to the Remuneration for the Services to be provided by Service Provider during the subscription period (the “Remuneration Invoice”) and any Remuneration not so invoiced, relating to Services rendered prior to the termination of this Agreement, shall be invoiced to the Client during the subscription period or within 5 days of the Date of Termination. Service Provider’s Remuneration Invoices shall be prima facie evidence of the Remuneration for the Services provided by Service Provider, unless proven in error.

5.1.4 Payment by the Client of the Remuneration for the Services to be provided by Service Provider shall be made to Service Provider in any other location designated by the Service Provider. Payment of the full Remuneration for the Services to be provided by Service Provider during the year shall be made within 5 days following receipt of Service Provider’s Remuneration Invoice for the year.

5.1.5 Any Remuneration Invoice or other statement which is not paid by the maturity date thereof by the Client shall bear interest from the due date until the date of payment, at a rate equal to the PHIBOR (Philippine Interbank Offered Rate) plus 2%, which interest shall be payable together with such unpaid amounts upon the demand of Service Provider.

6. LIMITATION OF LIABILITY AND INDEMNITY

6.1 Limitation of Liability

It is furthermore understood and agreed that in carrying out its duties and obligations hereunder, Service Provider will not be responsible for matters beyond its reasonable control or for matters involving the expenditure of funds which are not made available by the Client, and Service Provider shall not be held responsible for the defaults of any third parties.

Service Provider shall not be liable under this Agreement for any indirect or consequential damage. Service Provider shall not be liable for performance of any of its obligations hereunder for so long as, and to the extent that, they are impossible or unsafe to perform as a result of an Unavoidable Delay or of the existence of any dangerous or potentially dangerous condition at or around the Software (not being caused by Service Provider or its personnel), such as, by way of example only and not by way of limitation, (i) a future discovery that poses a safety threat, and (ii) any act of impracticability or impossibility of Service Provider’s ability to safely access, traverse upon, and make egress from all or a substantial portion of the Software or of the portion of the Software where the Client uses in its business.

7. TERMINATION

7.1 Unavoidable Delay

In the event that either Party is prevented from performing on a given date by an event constituting an Unavoidable Delay, the date for performance shall be delayed by a period of time equal to the period of Unavoidable Delay. The Party who has been so affected shall notify the other Party as soon as practicable after becoming aware of an event constituting an Unavoidable Delay, shall do everything possible to resume performance, and shall, from time to time, notify the other Party of the expected duration of the period of Unavoidable Delay. Upon receipt of such notice by the other Party, all obligations under this Agreement shall be immediately suspended, except for the Client’s payment obligations with respect to Services rendered prior thereto. If the period of non-performance exceeds 30 calendar days from the receipt of notice regarding an event constituting an Unavoidable Delay, the Party whose ability to perform has not been so affected may terminate this Agreement by giving written notice to the other Party, it being understood that under such circumstances where the Party who has been so affected is Service Provider, the Client shall arrange for the Services to be provided in any other manner in conformity with this agreement, the Lease and without disturbing or adversely affecting the activities or Business of Service Provider.

7.2 Termination by Either Party

Either Party will have the right to terminate forthwith this Agreement upon written notice to the other Party if:

7.2.1 the other Party takes any action in respect of liquidation or winding up, or make an assignment for the benefit of creditors, or

7.2.2 the other Party fails to perform or otherwise breaches any of its obligations hereunder in any material respect and such failure to perform or breach continues for a period of 15 days after the receipt of notice from the other Party of its intent to terminate and the reasons therefore. If such failure to perform or breach is cured by the Party receiving the notice within the curative period provided herein, then such notice will be of no further force or effect and this Agreement will continue uninterrupted.

7.3 Other Termination by Service Provider or by the Client

7.3.1 Service Provider will have the right to terminate this Agreement on a date specified by Service Provider on not less than 30 days prior written notice to the Client if Control of the Client is acquired by any Person which is or thereafter becomes, directly or indirectly, a significant competitor of Service Provider or any Affiliate of either of such corporations in similar business with the Service Provider.

7.3.2 The Client will have the right to terminate this Agreement on a date specified by the Client on not less than 30 days prior written notice to Service Provider if Control of Service Provider is acquired by any Person which is or thereafter becomes, directly or indirectly, a significant competitor of the Client or any Affiliate of the Client in similar business of the Client.

7.4 Continuing Obligation to Pay

Any termination of this Agreement shall not relieve the Client of its obligation to pay Service Provider for any Services to be rendered or rendered and interest accrued prior thereto as well as any interest accruing after such termination in accordance with Section 5.1.5. Immediately upon termination, there shall be a final “true up” accounting. The Client shall pay Service Provider, within 5 calendar days of such Date of Termination, any and all invoiced amounts for Services rendered prior to the Date of Termination which are unpaid and any and all accrued interest pursuant to Section 5.1.5.

7.5 Return of Property

Upon termination of this Agreement by either party, each party shall promptly return to the other all data, materials and other properties of the other held by it.

8. GENERAL

8.1 Time of the Essence

Time shall be of the essence of this Agreement.

8.2 Expenses

Each of the parties hereto shall pay its respective legal and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

8.3 Benefit of the Agreement

This Agreement shall ensure to the benefit of and be binding upon each Party and their respective heirs, executors, administrators, successors and permitted assigns.

8.4 Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the Parties with respect thereto. There are no other representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

8.5 Amendments and Waiver

No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both parties and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived. No failure on the part of either Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of any such right or the exercise of any other right.

8.6 Assignment

This Agreement and all rights, duties and obligations arising hereunder may not be assigned by either Party without the prior written consent of the other Party, save and except that (i) either Party may assign this Agreement for collateral security purposes to said Party’s lender(s) providing financing for the operation of its undertaking and (ii) parties may assign this Agreement to a purchaser in connection with the sale of all or substantially all of parties’ business; any such exceptional assignment shall not relieve the assigning Party of any of its liabilities hereunder. In the event of the sale of all or substantially all of the assets of a Party or a change in the Control of a Party, the other Party shall have the right to terminate this Agreement upon 30 days prior written notice to the Selling Party. The Selling Party shall be liable for and shall reimburse to the other Party all reasonable break-up costs incurred by the other Party due to the early termination of this Agreement.

8.7 Notices

Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by electronic means of communication addressed to the recipient as follows:

8.7.1 if to The Client:

NAME OF THE COMPANY

Name of the building & Number, Street Name, Area Name

Town or City, , Province, Region, Country

Attention: NAME OF THE PERSON

Mobile: : Number

Email: Email address

8.7.2 if to Service Provider:

TR IKONOMIKAL CONSULTANTS

117 Burgos St. Corner Regalia St., Brgy. Bagong Silang

Sta. Cruz, Zip Code 4902 Marinduque, R4B

Attention:          MR. TEODORO G. ROLLUQUI
Mobile:         +63 917 813 4905
Email:           tgr@ikonomikal.com

or to such other address, individual or electronic communication number as may be designated by notice given by either Party to the other. Any demand, notice or other communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the third Business Day following the deposit thereof in the mail and, if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day. If the Party giving any demand, notice or other communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such demand, notice or other communication shall not be mailed but shall be given by personal delivery or by electronic communication.

8.8 Relationship of the Parties

Nothing in this Agreement shall be construed as to create or shall constitute a joint venture, agency or partnership relationship between the parties. The duties to be performed and the obligations assumed by Service Provider under this Agreement shall be performed and assumed by it as an independent contractor and not as an agent or in any other way as representative of the Client, except to the extent that Service Provider is authorized or required by this Agreement to incur obligations on behalf of the Client for the purpose of performing the Services.

8.9 No Authority to Bind the Client

Service Provider has no authority by virtue of this Agreement to enter into contracts or agreements on behalf of the Client.

8.10 Subcontractors

Service Provider shall deliver the services by the consultant from within the Client. It shall also have the right to contract with others to secure the Services with the consent of the Client, but without in any way reducing Service Provider’s obligations hereunder.

8.11 Confidentiality

Except to the extent required by law, the parties hereto agree that no disclosure or public announcement with respect to this Agreement or the transactions herein contemplated shall be made by any Party hereto without the prior written consent of the other Party.

8.12 Counterparts; Facsimile Signatures

This Agreement may be executed in any number of counterparts. Each executed counterpart shall be conclusively deemed to be an original. All executed counterparts taken together shall constitute one agreement. A electronic mail or facsimile transmission of this Agreement bearing a signature on behalf of a Party hereto shall be legal and binding on such Party.

8.13 Survival

All terms and provisions of this Agreement which should by their nature survive the expiration or termination of the Agreement shall so survive, regardless of the method or manner in which it is terminated, until the parties mutually agree to the release of such obligations including, without limiting the generality of the foregoing, the provisions of Sections 7.4 and 9.11 shall so survive.

8.14 Severability

If any term, covenant, condition or provision of this Agreement is or becomes to any extent illegal, invalid or unenforceable, such term, covenant, condition or provision shall be restricted in order to render it legal, valid and enforceable or shall be severed from the Agreement so as not to affect the legality, validity or enforceability of the remainder of this Agreement.

8.15 Language

The parties hereto acknowledge that they have expressly required that the present Agreement and all schedules, documents and notices relating thereto be drafted in the English language, and therefore, in the event of any contradiction between this English version of Agreement and any translations, the English version shall prevail.

9. GUARANTEES

9.1 Guarantees

The Client hereby solidarily guarantees to the Shareholders and Service Provider all of the obligations assumed by the Client in this Agreement or in any of the Ancillary Agreements, and shall be solidarily liable for any and all damages and losses arising out of any breach of this Agreement or any of the Ancillary Agreement.

IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at Santa Cruz, Marinduque of the Philippines on this date ________________.

FIRST PARTY SECOND PARTY

NAME & SIGNATURE TEODORO G. ROLLUQUI
President/ CEO - NOTC President/ CEO - Ikonomikal

Name, Title and Date Name, Title and Date

SCHEDULE A

ONLINE SUPPORT SERVICES

II. Online Support Services during the subscription period covers the following:

A. Flexible implementation if requirements are provided accordingly:

i. Gathering of master files, data and deliverables

ii. Organizing of master files into templates

iii. Uploading of master files

iv. Gathering of beginning balances

v. Organizing of beginning balances

vi. Uploading of beginning balances

vii. Organize beginning balances into the templates

viii. Uploading of beginning balances

B. Training and Hands On

i. Schedule the Training and the Trainees

ii. Require to prepare 3 actual transactions

iii. Conducts training to user/s on the required program at minimum 3 transactions

C. Customization and Development

The request for these services are subject for evaluation and approval. They must be within the limits of the current architecture. The projected schedule of the customization and development are subject to change without prior notice. The subscriber may demand priority on customization and development with applicable compensation.

The Service Provider shall exert all efforts to accomplish these services but may inform the subscriber of non-completion without any liability due to unforeseen difficulties.

i. Gathering of the requested business process flow

ii. Gathering of required design and content of data entry and report.

iii. Evaluating the requirement

iv. Schedule the customization and development

v. Report on the progress

vi. Report on the completion

vii. Execute the implementation, training and hands-on

D. Technical Support Service only related to Ikonomikal

i. Receives report/notice of technical of system bugs and errors

ii. Fix bugs and errors of Ikonomikal

iii. Inform the status

iv. Regular upgrades or updates of Ikonomikal

E. Functional Services:

i. Answer user queries

ii. Assist users on their difficulties by guiding the users

iii. Receives errors and bugs report for fixing

iv. Receives and forwards request for customization and development

v. Assist in activities similar to implementation such as master file creation for employee, suppliers as examples and conduct training according to the designated users.

Together with this is the Ikonomikal Cloud ERP On-Premise Software Service (ICE OPSS) Agreement.

The Service Provider will endeavor to service the Client.

SCHEDULE B

REMUNERATION

Services Cost

1. The amount representing all reasonable costs and expenses, incurred by Service Provider in the performance of the Services relating to the Software under this agreement are established as follows:

1.1 Services Cost

The costs relating to the Online Support Services is as per the Sales Quotation. It may be combined or not with the subscription to Ikonomikal Cloud ERP software depending if costs are segregated or presented in lumpsum. The amount is subject to change upon changing the number of users and/or the database upgrade.

Optional additional cost will be charged upon request of Onsite Support Service Visit as per the stated price in the Sales Quotation Actual travel cost, travel time fee per hour or per day, food and accommodation expenses where necessary of the Service Provider are reimbursable by the client.

1.2 Internet Connection

The internet service to be used by the Service Provider in the delivery of online services is excluded in the Labor Related Cost. It will not be charged.

1.3 Communication

The costs and expenses relating to communication shall be as follows:

1.3.1 certain costs such as long distance charges and cellular telephones costs will be billed directly to the Client by the service providers. This will be rare as instant communication can be done through the “Chat Us”, Teamviewer, Skype, Facebook, Anydesk, Hangout & Email.

1.4 Transportation

The costs and expenses relating to transportation to and from the Client are excluded.

And shall be billed accordingly. This will be very rare because the delivery of services and the communication are being done in the internet.

1.5 Miscellaneous costs

The costs and expenses relating to the Services not already identified hereinabove shall be

1.5.1 100% of any other departmental costs, which are not already identified and allocated to the Client, and with respect to other costs not so directly billed to the Client by the service providers, wherever possible, costs that can be attributed directly to either party, will be allocated and charged accordingly. In cases where costs incurred for both Service Provider and the Client or where distinct allocation is not possible, appropriate percentage of all such costs will be allocated to the Client.

Note: It is advisable to email or chatus or call us for clarifications.

END OF BLOG

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For inquiries contact:

Companies:

iKonomikal Cloud Services

Department of Trade and Industry Cert#: 04929944

Mayor’s Permit: BCN 1914-56

TIN: 224 089 131 VAT Registered

TR iKonomikal Consultants

Department of Trade and Industry Cert#: 04929961

Mayor’s Permit: BCN 1914-56-01