MEMORANDUM OF UNDERSTANDING (MOU) IBM Academic Initiative IBM Academic Instructor

This Memorandum of Agreement (MoU) is entered into at effective as October 24 to 27,

2011 (Effective Date), by and between:

IBM PHILIPPINES, INC, a corporation duly organized and existing under the laws of the Republic of the Philippines, having its registered office at IBM Plaza Eastwood City Cyberpark, Bagumbayan Libis and hereinafter unless the context otherwise requires be referred to as IBM. and John Michael J. Varquez, who is a full-time faculty member of STI College Zamboanga, having its registered office at Unicon Bldg., Governor Lim Avenue cor. General Wood St., Zamboanga City and a member institution of PHILIPPINE SOCIETY OF INFORMATION TECHNOLOGY EDUCATORS (PSITE). John Michael J. Varquez hereinafter unless the context otherwise requires be referred to as INSTRUCTOR. Whereas: IBM and the INSTRUCTOR have entered into discussions concerning the provision of certain Programs, Educational Materials, and Software Maintenance at no charge under this Agreement, to the INSTRUCTOR. Specifically, this document is concerned with the IBM Academic Initiative course <NAME OF COURSE, e.g., IBM WEBSPHERE APPLICATION SERVER ADMINISTRATION>. This course is referred in this document as IBM AI COURSE.

Now therefore this MoU witnesses:

I. DEFINITIONS

IBM Primary Contact: A representative of IBM who serves as the direct contact of PSITE. PSITE Primary Contact: A representative of PSITE who serves as the direct contact of IBM Region: One of the 16 regions in the Philippines covered by PSITE. PSITE Primary Regional Contact: A regional representative of PSITE who serves as the liaison between IBM and institutions in the region. Institution: A university or college that is a member of PSITE or has Instructor(s) who is/are member(s) of PSITE. Instructor: A full-time faculty member of an institution. The term instructor should be differentiated from INSTRUCTOR. Programs: Eligible Products include Programs, Educational Materials, and other resources that are listed in IBMs Academic Initiative Eligible Product List (the List). The List is available at http://www.ibm.com/university Educational Materials: The term Educational Materials means information technology-related educational material that IBM makes commercially available. Educational Materials may be tutorials, instructor guides, student guides, lab setup guides, lab exercises, slide decks, sample tests, syllabi,

workbooks, charts, white papers, and IBM Redbooks. Educational Materials may be delivered in the form of software or written material, computer-based training (CBT) or Web-based training (WBT) courses, Webcasts, or Adobe Acrobat (PDF) files or revisable formats. Student: A student enrolled in an institution. IBM Trainer: An employee of IBM (i.e. IBMer) or an employee of an IBM partner that is qualified to deliver the IBM Academic Initiative training. IBM Academic Evangelist: An Instructor of an institution who is authorized by IBM to deliver or conduct IBM Academic Initiative training sessions or classes to IBM Academic Instructors and students of an institution. IBM Academic Instructor: An Instructor of an institution who is trained by an IBM Academic Evangelist and can deliver IBM Academic Initiative classes to students of an institution. Note: An IBM Academic Evangelist is also an IBM Academic Instructor. An IBM Academic Instructor can be elevated to an IBM Academic Evangelist.

IBM Academic Evangelist Training: IBM Academic Initiative training delivered by an IBM Trainer and participated by Instructors who are potential IBM Academic Evangelists. IBM Academic Instructor Training: IBM Academic Initiative training delivered by an IBM Academic Evangelist and participated by Instructors who are potential IBM Academic Instructors. II. OBJECTIVES

IBM and the INSTRUCTOR will cooperate in a manner that aims to: 1. Uplift the standards of Information Technology and Computer Science curriculum in the Philippines, by offering quality course materials free to colleges and universities. 2. Make available the course materials that are relevant to the dynamic and growing needs of the industry 3. Enable the Instructors with the knowledge and skills needed to enrich the learning experience of the students, by way of lectures, hands-on lab exercises, and certification exams. 4. Provide a venue for Instructors to network, collaborate and share strategies in delivering the IT courses to the students, as well as the enhancement of the course materials and related resources. III. IBM RESPONSIBILITIES 1. Provide course materials that can be used by IBM Academic Instructors when delivering IBM training or classes to students. 2. Provide an IBM Academic Instructor training for the AI COURSE to be participated by the INSTRUCTOR. 3. Organize networking activities participated by Instructors of different institutions. 4. Provide an IBM Primary Contact. As the representative of IBM, the IBM Primary Contact agrees to coordinate with IBM trainers and IBM Academic Evangelists on issues/concerns in delivering the IBM Academic Initiative course to other instructors and students.

IV.

RESPONSIBILITIES OF THE INSTRUCTOR

The INSTRUCTOR agrees to be trained as an IBM Academic Instructor for the IBM AI COURSE. As an IBM Academic Instructor, the INSTRUCTOR agrees to: 1. conduct an IBM Academic Initiative training session for the IBM AI COURSE to students within 12 months after attending the IBM Academic Instructor training. The training session can be incorporated to an existing subject or delivered as a stand-alone subject participated by at least 20 students. The INSTRUCTOR is responsible for coordinating with his/her school administrator in seeking the approval from the latter in incorporating or delivering the AI COURSE in his/her institution. 2. update the PSITE Primary Regional Contact in his/her region regarding IBM Academic Initiative activities (e.g., name and no. of students trained, schedule of training, name and no. of students who passed the certification exam). V. USAGE AND LIMITATION OF ACADEMIC INITIATVE RESOURCES

The INSTRUCTOR must abide on the usage and be aware on the limitation of the academic initiative resources as stated on the IBM Agreement for IBM Academic Initiative document (please refer to the attached document). VI. BREACH OF MOU

In the event of any breach of the terms of this MoU, which is capable of rectification, by either party hereto, such other party shall be entitled to call upon the party to rectify such breach within thirty days from the date of the notice, failing which the breach shall be deemed to be a material breach, and shall entitle such other party to rescind this MoU for material breach. VII. TERM AND TERMINATION

The offering has no term end date. If IBM determines that the INSTRUCTOR no longer qualifies for this offering, IBM will so notify the INSTRUCTOR, as applicable, in writing and give the INSTRUCTOR six months in which to requalify. If at the end of the six-month period, the INSTRUCTOR still does not qualify, IBM will terminate Software Maintenance but the INSTRUCTOR and his/her students may continue to use the Programs and Educational Materials. The INSTRUCTOR may terminate this Agreement on written notice to IBM following the expiration or termination of the INSTRUCTOR's obligations but the INSTRUCTOR and his/her students may continue to use the Programs and Educational Materials. IBM may terminate this Agreement on three months written notice to the INSTRUCTOR. However, the INSTRUCTOR and his/her students may continue to use the Programs and Educational Materials. Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until fulfilled, and apply to both of our respective successors and assignees. VIII. LIMITATION OF LIABILITY

Neither Party shall be liable to the other for any loss profits or anticipated savings, or other economic consequential damages or incidental damages resulting from a breach or default under this Agreement.

IX.

COSTS

Each party will be responsible for its own expenses in connection with this Agreement. X. GEOGRAPHIC SCOPE

The rights, duties, and obligations of each of us are valid only in the Philippines. XI. GOVERNING LAW

Both the INSTRUCTOR and IBM consent to the application of the laws of the Philippines to govern, interpret, and enforce all of your and IBMs rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this Agreement, without regard to conflict of law principles. XII. GENERAL

This Understanding shall not be construed to be an agency or a partnership or joint venture or an employment relationship. Neither party shall be entitled to bind the other party with any third party by its actions, unless it has specifically obtained the prior written consent of such other party to do so. Each party is an independent contractor, and nothing under this MoU shall be construed to create an employment relationship, whether for tax or for any other purpose, nor any partnership or joint venture between the parties. No provision of this MoU grants either party any express or implied right of authority to assume or create any obligations or responsibility on behalf of or in the name of the other party, or bind the other party in any manner or thing whatsoever. Neither party nor its personnel shall be considered employees of the other. Neither party shall assign or transfer this Understanding or any benefits or rights or obligations accruing to it under this Understanding, without the prior written consent of the other party This MoU supersedes all prior oral or written communication, discussions and representations communicated between the parties hereto in respect of the subject matter of this MoU. Any modification to this MoU shall only be made by way of a written document duly executed by representatives of both parties hereto. If any provision of this MoU is held to be unenforceable or illegal under certain circumstances for any reason, such decision shall not affect the validity or enforceability of such provisions under other circumstances or the remaining provisions hereof and such provisions shall be reformed only to the extent necessary to make them enforceable under such circumstances. Any notice under this MoU will be in writing and delivered by hand or by registered mail, return receipt requested, to the other party at the registered office or as may be substituted by the notice. If any notice is sent by mail, notice will be effective on the date of receipt. IN WITNESS WHEREOF, the parties hereto have executed this Understanding on the date, month and year, hereinabove written.

WITNESSES:

For the INSTRUCTOR Name: John Michael J. Varquez Institution: STI College Zamboanga

For IBM Philippines, Inc (IBM) Name: Iris Hester Tan Chiu Country Leader - IBM Academic Initiative & Developer Relations