MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (the “Agreement”) entered into this ___ day of
__________________, 20_____ in the City of Mandaluyong, Philippines, by and between:

VANGUARD ASSESSMENTS BEHAVIORAL DYNAMICS

INTERNATIONAL CORPORATION., a corporation duly organized and
existing under and by virtue of the laws of the Republic of the Philippines,
with office address at 2nd Floor, Building C, Metrowalk Complex, Meralco
Avenue, Pasig City, Metro Manila, represented by its President, MIGUEL O
VALDEZ, and hereinafter referred to as “VABDI”

- and -

________________, Filipino, of legal age, and with office address at

______________________ and hereinafter referred to as “CONSULTANT”

W I T N E S S E T H: That -

WHEREAS, VABDI is a company with the professional competence and the required
personnel to provide licensed psychological assessment services to other
companies/corporations, educational institutions and government agencies;

WHEREAS, CONSULTANT is engaged as a mental health professional and consultant

covering various psychiatric and psychological services;

WHEREAS, the parties agree that the use of the licensed psychological assessment
materials
(_______________);

NOW, THEREFORE, for and in consideration of the foregoing, the parties have agreed
as follows:
A. TERM. This Contract shall be for a term of one (1) year, commencing on
XXXXX and expiring on XXXXX [INSERT START AND END DATES FOR THE TERM] and
shall be renewable at such terms and conditions as may be agreed upon agreement of both
parties.

B. USE OF MATERIALS. VABDI is the exclusive distributor and licensee of the

following licensed assessment materials/modules for this agreement - ___________________ -
under the following conditions:
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a. CONSULTANT must review and master the content of the module(s)

assigned to them for the application of the module(s) in current psychological
assessments.

WCJ Sections Team A (Luzon) Team B (Mindanao)

WJ IV Tests of Achievement Luis

WJ IV Tests of Cognitive Abilities Suzy

WJ IV Tests of Oral Language Jim

WJ IV Tests of Early Cognitive and Rea Aireen

Academic Development (ECAD)

Team Luzon: Rea, Luis, Suzy, Jim

Team Mindanao: Aireen, Gab, Klent

i. WCJ Tentative Breakdown

1. General Perusal of Kit for the first 2 weeks
2. Assignment for Deep Dive study
a. Administration
b. Interpretation
c. Collation of best practices of the WCJ in the Philippines
3. Synchronize and standardize to create teaching materials for each
module/section with rights owned by the team of
CONSULTANTS and VANGUARD
a. PPT for teaching
i. Face to Face
ii. Online
iii. Hybrid
b. Personal Guide for Application
4. Consider pre and post-WCJ details
a. Pre-WCJ
i. How to use WCJ in clinical usage
b. Post-WCJ
i. Interaction and integration with assessment process
ii. How the test further provides data
b. CONSULTANT must maintain the ethical practices of the profession during
the study and application of the assigned module(s).
c. VABDI shall provide the qualified CONSULTANT Certification to Teach the
module(s).
d. NAMES of Consultants:
i. Baloloy, Jim Rey

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ii. Delima, Klent Rodni

iii. Lizada, Gabriel
iv. Roxas, Suzanne Marie
v. Villa, Rea Celine
vi. Villarroel, Luis Angelo

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C. INDEPENDENT CONTRACTOR. The parties agree that there is no

employer-employee relationship between them. This Contract shall not render the
CONSULTANT an employee, partner, agent of, or joint venturer with VABDI for any purpose.
The CONSULTANT is and will remain an independent contractor in [his or her] relationship to
VABDI. VABDI shall not be responsible for withholding taxes with respect to the
CONSULTANT’s compensation hereunder. The CONSULTANT shall have no claim against
VABDI, its Board of Directors, Officers, etc. for vacation pay, sick leave, retirement benefits,
social security, worker’s compensation, health or disability benefits, unemployment insurance
benefits, or employee benefits of any kind.

D. In case of breach by one party of the terms and conditions of this Contract, the
other party shall be entitled to pre-terminate this Contract by giving the offending party fifteen
(15) days’ written notice of its intention to terminate this Contract. However, either party may
terminate this Contract without cause by giving to the other sixty (60) days’ notice in writing.
Termination for any cause shall be without prejudice to any right or claim which, as of that date,
may have accrued to either of the parties hereunder.

E. INABILITY TO CONTRACT FOR VABDI. Notwithstanding anything herein

contained to the contrary, the CONSULTANT shall not have the right to make any contract or
commitment for or on behalf of VABDI.

F. AMENDMENTS. No amendment, alteration or modification to this Agreement

shall be valid and effective unless made in writing and signed by the PARTIES. Any extension
(s) and/or renewal (s) of this Agreement, if any, shall be under such terms and conditions as
may be mutually agreed upon by the PARTIES.

G. CONFIDENTIALITY. Each party shall maintain the confidentiality of all

information regarding each other, disclosed to or acquired by each of them in accordance with
the Data Privacy Act of 2012 and other codes, laws, ordinances, and the like. This
confidentiality extends not only to technical information, trade secrets, and know-how, but also
to economic and other business information that may be provided by one party to the other. In

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addition thereto, CONSULTANT shall not at any time or in any manner, either directly or
indirectly, through other duly authorized representatives, divulge, disclose or communicate to
any person, firm or corporation in any manner whatsoever any information concerning any
matter affecting or relating to the business of VABDI, including without limiting the generality
of the foregoing, any other information concerning the business of VABDI , its plan, processes,
or other data without regard to whether all of the foregoing matters will be deemed
confidential, material, important, the parties hereto stipulate that as between them, the
foregoing constitutes as important and confidential materials and the disclosure thereof will
gravely affect the effective and successful conduct of the business of VABDI and the latter’s
goodwill, and that any breach of the terms of this paragraph shall be a material breach of this
Agreement. The foregoing terms shall remain in full force and effect for the period of two (2)
years after the termination of this Agreement for any reason.

Upon termination of this Agreement for whatever reason and irrespective of whichever
party initiated the termination, both parties shall not make further use of such confidential
information and shall return the same to the other party, including all copies, reproductions,
extracts, summaries, or notes, or destroy the same in accordance with the directions of the other
party and certify that the same have been destroyed.

The obligations created under this section shall survive the expiration/termination of
this Contract.

H. The parties hereto agree to work together in a spirit of trust and cooperation to
achieve the purposes of this Agreement and to work towards establishing a long term
relationship with each other.

IN WITNESS WHEREOF, the parties have set their hands on the date and place first
written above.

VANGUARD ASSESSMENTS BEHAVIORAL [INSERT CONSULTANT’S NAME]

DYNAMICS INTERNATIONAL CONSULTANT
CORPORATION

By:
Miguel O. Valdez
President

SIGNED IN THE PRESENCE OF:

_______________________ _________________________

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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

_______________________________) S.S

On this ____ day of ______________ in the ___________________, Philippines, before me,

personally appeared before me the following persons, to wit:

Name Valid Identification Place/Date Issued

Miguel O. Valdez

known to me and to me known to be the same persons who executed the foregoing, a
Memorandum of Agreement, consisting of _______ (_____) pages including the page whereon
this acknowledgment is written, and who acknowledged to me that the same are their free act
and will, and that of the corporations/entities represented herein.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial SEAL at
the date and place first stated above.

Doc. No. _____;

Page No._____;
Book No._____;
Series of 20____.

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