MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (the “Agreement”) is made and executed at

__________________________, this ____ day of __________________ 2022 by and between:

BP WATERWORKS INC., a domestic corporation with address at Doña Rosario Bldg 24

Adriatico cor Fullon Street, Ph. 2C Bahayang Pag-asa Subdivision, Bacoor, 4102 Cavite,
Philippines, hereinafter referred to as the “FIRST PARTY”.

-and-

GZONETECH, a corporation existing under Philippine Law with principal address at 1201
Spectrum Midway Ext. Alabang, Muntinlupa City, Metro Manila, Philippines represented by its
President/ COO, MR. LOUIE C. CRUZ, hereinafter referred to as the "SECOND PARTY ".

WITNESSETH:

WHEREAS, FIRST PARTY has obtained the approval of Congress to provide electric power
distribution services in Iloilo City to replace Panay Electric Corporation (PECO) and is
authorized under its proposed franchise to take over the distribution facilities of PECO including
the existing electric meters that serves the consumers in Iloilo City.

WHEREAS, FIRST PARTY needs the SECOND PARTY for software application and services
intended for Field Management & Tracking System Module (“FMTS”) and wishes to use the
Software under the conditions set forth in this Agreement;

WHEREAS, SECOND PARTY has developed software application for Field Management &
Tracking System Module (“FMTS”) and desires to grant FIRST PARTY a license to use the
Software.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, FIRST PARTY
and SECOND PARTY hereby agree as follows:

All parties have agreed that the Software shall consist of the modules or components, shall
perform the functions and shall comply with the proposals and features of the Field
Management & Tracking System Module (“FMTS”)

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MEMORANDUM OF AGREEMENT
FIELD MANAGEMENT & TRACKING SYSTEM MODULE FEATURES

PROCESS FUNCTIONALITY
Importing list of for meter The system allow to import the data for meter reading for
reading the scheduled date from any other readable format.

The following data in the file:

(Meter Reading and Billing details but not limited to)

o Business Area
o Meter Reading Unit
o Installation Number
o Customer Account Number
o Customer Name
o Address
o Rate
o Category
o OriginalSequenceNumber
o NewSequence Number
o Meter Number
o Present Reading
o Previous Reading
o Previous Consumption
o Last Actual ReadingDate
o Billed Consumption
o BilledPrevious Reading
o Meter Reading Type
o Reading Date
o Reading Time
o Delivery Remarks
o Customer Economic Activity
o Field Findings
o Consumption Range.

Assigning of Job Order The system allows the user to assign and schedule the
Job order to specific fieldmen.

The system allows the user to re-assign and re-schedule

the Job order to specific fieldmen.

The system will auto-sync the assigned job order to the

mobile of the field men.
Downloading for meter The mobile app allows the user (fieldmen) to download the
reading Job Order thru mobile with a Wifi connection.

The mobile app will auto-sync the assigned job order to

the mobile of the field men.

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MEMORANDUM OF AGREEMENT
 The system does not allow to download of a job order if
not assigned to the specific user.

The mobile app can download rates for the specific cycle.
Meter Reading The mobile app allows to capture this:
o Picture of the Meter
o Present Reading
o Present Consumption (auto computed)
o Meter Reading Field Findings
o Delivery Field Findings
o Meter Reading Coordinates
o Printed Bill Coordinates
o Proof of Delivery
o E Signature
It will not allow inputting present reading when there is no
picture taken.

Averaging Consumption The mobile app allows doing averaging of consumption if

the user selects a Field Findings for averaging. (Like
defective meter.)
Spot Billing The mobile app allows you to compute and print a
Statement of account using a mobile print.

The mobile app can connect to a mobile printer using

Bluetooth.

The template for the statement of account can be modified

depending on the client's needs.

Exception The mobile app allows validating a high, low, zero, and
negative consumption.

If the consumption is high, low, zero, and negative

consumption then the mobile app will remove the inputted
present reading so the user will re-check the meter again
and re-enter the present reading.

If the consumption is a high, low, zero, and negative

consumption in the 2nd time then will go thru to the next
step.
Uploading of meter The mobile app can upload the data and pictures
reading accomplished by the user.

The mobile app can upload thru a Wifi connection.

Mobile Back up The mobile app can back up all the data and files.

The mobile app has clustering the data and files in the SD

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MEMORANDUM OF AGREEMENT
 card. So if the mobile got broken then there is a backup in
SD card and can import it in the other mobile with UMS
mobile application.

The backup file is secured by a password and encryption.

Validation of meter The system allows the user to validate the meter reading
reading data and its pictures.

The system allows the user to tag the valid and invalid
meter reading.
MAP The system allows the user to monitor the fieldmen real-
time.
Export of accomplishment The system allows exporting the accomplished file to
submit to the client.

The export file is compress and secured by password.

The system can integrate on any existing system of the

client like SAP.

Mapping will be blueprint and config for the integrations.

API Integration The system is ready for API integration for the connection
using the method GET and POST.

Using the GET method, it will get the list of for meter
reading and cycle rates.

Using the POST method, it will send the

accomplished data.

The API is encrypted using AES 256 and JWT. It is also

secured by API keys.

The system can integrate on any existing system of the

client like SAP.

The system can integrate anytime the client needs the

data.

Mapping will be blueprint and config for the integrations.

Ticketing System The system allows the client to request a ticket for their
concern/clarification.

The service provider can view and accomplish all the

concerns/clarification with data and attachments.

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MEMORANDUM OF AGREEMENT
SECOND PARTY’s RIGHTS AND OBLIGATIONS

SECOND PARTY shall perform its functions effectively and efficiently to FIRST PARTY.
Specifically, SECOND PARTY shall:

a) Implement Field Management & Tracking System Module (“FMTS”) and are available to
FIRST PARTY as agreed upon by both parties.

b) Submit System Documentation and Operations of the Field Management & Tracking System
Module.

c) Provide technical support and recommendations.

d) Make one copy of the software services solely for backup or archival purposes.

e) Provide supervision with full documentation of configuration, and software integration,

technical advice and procedures when required.

f) Train a maximum of ten (10) users to handle the usage of the system.

g) Maintain good communication with FIRST PARTY at all times.

FIRST PARTY’s RIGHTS AND OBLIGATIONS

FIRST PARTY shall use the SECOND PARTY provided IT system as intended. Additionally, the
FIRST PARTY shall:

a) Provide SECOND PARTY with access to hardware and software for the purposes of
implementation, maintenance, updates and fault prevention.

b) Provide necessary facilities for SECOND PARTY for the successful implementation of the
system.

c) Provide the necessary work flow and data needed.

d) Inform SECOND PARTY on issues or problems within the day, from 8:00 A.M. to 5:00 P.M.,
for immediate action.

ITEM PRICE

Field Management & Tracking ₱ _______

System Module per account per client

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MEMORANDUM OF AGREEMENT
TERMS AND CONDITIONS:

 Support contract is for a minimum of five (5) years.

 Implementation will be done by Gzonetech
 Implementation will be at the site for (90) Business-days. Each Business-day is
equivalent to 8-hour work at client site per consultant per role.
 Update of source code of will be done by Gzonetech.
 Any update on the source code not done by Gzonetech will lead to void of warranty.
 Implementations, (support), transportation, meals, board and lodging shall be provided
by the client.
 Hands-on training requires availability of computers for each user, arrangements for
such will be the responsibility of the customer.
 The Annual Maintenance Fee for Field Management & Tracking System Module
(“FMTS”) is charged every contract anniversary, i.e., the day the client signed the
proposal. Said fee is equivalent to ten percent (10%) of the total contract price.
o Inclusions:
 8/5 remote support for all technical issues
 Software upgrades and updates
 Automation and proactive support tools such as remote support platform
 Maintenance fee shall have a yearly increase of 10%
 The FIRST PARTY shall cover the cost of repair and/or replacement of equipment
abused,
misused and/or lost. However, normal wear and tear of the equipment shall be
shouldered by the SECONG PARTY.
 All revision that are not included in the blueprint will be have a different development
charge.

PRE-TERMINATION OF SERVICE

Pre-Termination will require payment of remaining unpaid balance. Total Pre-Termination

charge shall be computed as follows: Total Termination Charge = No. of months remaining in
the contract x monthly charge + unbilled.

IMPLEMENTATION PLAN

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MEMORANDUM OF AGREEMENT
IMPLEMENTATION PROCESS

Task Name Duration (180 Business days)

1.0 Blue Printing 7d
1.1 Requirement 2d
1.2 Planning & Design 5d
2.0 Configuration 33d
2.1 Application 30d
2.2 Installation 3d
3.0 Train, Test and Accept (UAT) 15d
3.1 Test and Refinement 5d
3.2 Realization 5d
3.3 Training 5d
4.0 Go Live 35d
4.1 Deployment 3d
4.2 Stabilization 32d

OWNERSHIP OF SOFTWARE

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MEMORANDUM OF AGREEMENT
SECOND PARTY shall retain all copyright, patent, trade secret and other intellectual property
rights SECOND PARTY may have in anything created or developed for Customer under this
Agreement ("the Software"). Furthermore, SECOND PARTY retains title and ownership of the
software and all enhancements, modifications, and updates of the Software.

MODIFICATIONS AND ENHANCEMENTS

FIRST PARTY will make no efforts to reverse engineer the Software, or make any
modifications, or enhancements without SECOND PARTY’s express written consent.

REPRESENTATION AND WARRANTIES

A. BOTH PARTIES hereby represent and warrant that they possess the legal and juridical
capacity to enter this Agreement.

B. BOTH PARTIES hereby certify that they have no pending case/s before the Supreme Court
or the Court of Appeals or with any tribunal or agency. If ever a case has been filed, the parties
hereby undertake to notify the other parties herein of the aforesaid case within five (5) days from
receipt of such knowledge.

C. BOTH PARTIES hereby certify that there are no existing side agreements or confidential
contracts entered by them, or to be entered with other business entities which are prejudicial
and in conflict to its respective business interests.

FORCE MAJEURE

Neither Party shall be liable to the other for damages for any act that is beyond such Party’s
control, including any event that is a result of an act of God, labor disturbance, act of the public
enemy, war, insurrection, riot, fire, explosion, breakage or accident to machinery or equipment,
a curtailment, order, or regulation or restriction imposed by governmental, military, or lawfully
established civilian authorities, or by the making of necessary repair upon its property,
equipment or facilities. Provided, that such cause shall not relieve a party from liability for any
concurring negligence or failure to exercise due diligence prior to, during and after the event to
avoid or mitigate the damage.

CONFIDENTIALITY OF DATA

Except when required by Law governing any of the Parties or by competent authority, the
Parties shall always observe utmost confidentiality of this contract, including all information,
document, data, records, and other materials received by either Party in connection with it. The
Parties shall exercise due diligence in preventing and protecting this contract and/or such

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MEMORANDUM OF AGREEMENT
confidential information and materials obtained therefrom from unauthorized use, copying,
dissemination, disclosure or publication and shall not disclose such confidential information to
any of its employees, agents, or to any third person, without the consent of the disclosing Party.

The Software contains trade secrets and proprietary know- how that belong to SECOND
PARTY and it is being made available to FIRST PARTY in strict confidence.

ANY USE OR DISCLOSURE OF THE SOFTWARE, OR ITS ALGORITHMS, PROTOCOLS, OR

INTERFACES, OTHER THAT IN STRICT ACCORDANCE WITH THIS AGREEMENT, MAY BE
ACTIONABLE AS A VIOLATION OF BOTH PARTIES TRADE SECRET RIGHTS.

EFFECTIVE DATE OF AGREEMENT.

This Agreement shall remain valid and effective commencing on the date of signing the software
contract.

MISCELLANEOUS PROVISIONS

A. Amendment

No modifications of this Agreement or any part thereof shall be effective or binding on any party
unless reduced into writing and signed by BOTH PARTIES through their duly authorized
representatives.

BOTH PARTIES may issue, from time to time, supplement or clarify memoranda signed by their
duly authorized representatives to better effectuate and adequately respond to the intent and
spirit of this Agreement.

In case any provision of this Agreement if judicially declared invalid or rendered ineffectual by
operation of law, the remaining provisions shall remain effective provided the performance of
the work contemplated is legally feasible.

B. Cessation of Rights and Obligations

Upon termination of this Agreement, all rights and obligations of BOTH PARTIES hereunder
shall cease, except (a) such rights and obligations as may have accrued as of date of
termination, (b) any right or obligation which survives the termination, and (c) any right or
remedy which a Party may have under the law.

C. No Partnership or Other Relationship

No provision of this Agreement shall be construed as creating any form of partnership, agency,
join venture, or any other relationship not expressly stipulated herein.

D. Governing Law and Regulatory Authority

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MEMORANDUM OF AGREEMENT
This Agreement shall be governed, construed and enforced in accordance with the laws and
applicable rules and regulations of the Republic of the Philippines. All actions or proceedings
arising out of or in connection with this Contract shall be brought exclusively the courts of Iloilo
City.

BOTH PARTIES shall exert good faith efforts to first resolve internally any dispute by escalating
it to their respective higher levels of management. Such dispute shall include any controversy,
or claim arising out of, relating to, or having any connection with this Agreement or otherwise
related to the party’s obligations, including any question regarding the validity interpretation,
scope, performance, or enforceability of this Agreement.

Nothing in this Agreement will prevent BOTH PARTIES from applying to a court of competent
jurisdiction for provisional or interim measures or injunctive relief as may be necessary to
safeguard the property or rights that are the subject matter of the dispute.

Entirety of Agreement and Prior Agreements Superseded this Agreement, including

attachments, constitutes the entire agreement and understanding between BOTH PARTIES
with regard to the Services herein provided. BOTH PARTIES are not bound by or liable for any
inconsistent or contradictory statement, representation, promise, inducement, understanding or
undertaking of any kind of nature (whether written or oral) in relation to the subject matter hereof
not otherwise specified herein. This Agreement supersedes and replace all prior or
contemporaneous discussions, representations, agreements and undertakings, oral or written,
signed or unsigned, between the Parties with regard to the subject matter hereof.

G. Notices

Notices given under this Agreement are deemed to have been duly delivered if hand delivered
or sent by registered mail with return receipt and postage prepaid to:

(a) GZONETECH

Mr. Louie C. Cruz

President/ COO
1201 Spectrum Midway Ext. Alabang, Muntinlupa City,
Metro Manila, Philippines

(b) BP WATERWORKS INC.

____________________

____________________

The above-listed names, titles, and addresses of either Party may be modified by written
notification to the other.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining
unaffected provisions of this Agreement will not in any way be impaired, and the invalid, illegal,

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MEMORANDUM OF AGREEMENT
or unenforceable provision will be restated or amended to reflect the original intention of BOTH
PARTIES.

H. Signatories

BOTH PARTIES represented and warrant to each other that: (i) their respective representatives
are duly authorized to sign this Agreement, or any amendment or supplement thereto; (ii) all
requisite authorizations, approvals, permits or consent to make this Agreement or any
amendment or supplement thereto valid and enforceable have been obtained; and (iii) this
Agreement constituted their legal, valid and binding obligations, enforceable in accordance with
its terms.

I. Waiver

Any delay or leniency by either Party in the exercise or enforcement, in whole or in part, of any
right, remedy, or duty provided in this Agreement shall not constitute a waiver of any prior,
concurrent or subsequent right, remedy, or duty under this Agreement or applicable law.

J. Lost Business Penalty

If the FIRST PARTY terminates this Agreement without giving the SECOND PARTY at least 30
days’ notice, the SECOND PARTY will be compensated for the month that revenue was lost. If
the SECOND PARTY terminates this Agreement without giving the First Party at least 30 days’
notice, the FIRST PARTY will be entitled to a refund of all payments made under this
Agreement.

K. Non-Solicitation of Customers, Clients, Customer Prospects, and Vendors.

BOTH PARTIES also covenant and agree that during the term of the Agreement and for twelve
(12) months after the termination thereof, regardless of the reason for the termination, BOTH
PARTIES will not, directly or indirectly, solicit or attempt to solicit any business from any of
BOTH PARTIES’ Customers, Customer Prospects, or Vendors with whom BOTH PARTIES had
Material Contact during the contract duration.

L. Non-piracy of Employees

BOTH PARTIES also covenant and agree that during the term of the Agreement and for twelve
(12) months after the termination thereof, regardless of the reason for the termination, BOTH
PARTIES will not pirate any employee with whom BOTH PARTIES had Material Contact during
the contract duration.

M. Conformity

BOTH PARTIES acknowledge that prior to having executed this Agreement, they each have
carefully read the provisions of this Agreement and understood them; and have not relied upon
any statement, representation or warranty made by the other Party or agents of such other
Party other than as set out herein.

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MEMORANDUM OF AGREEMENT