"Xceler8ing growth through excellence"

November 22, 2024

Mr. Jay-Rald Torres

InformationTechnology
PPC Asia Corporation
28/F The Upper Class Bldg.
Quezon Ave. cor. Sct. Reyes St.
Quezon City 1103

Dear Mr. Torres,

Thank you for your interest at XCELER8 Technologies Incorporated to fulfill your company’s
requirements in additional storage.

ADDITIONAL STORAGE

Service Monthly No. of Total Cost for 1

Region Description
type Rate Months Year
Storage Southeast Azure disk 512 GB HDD 1,590.00 12 PHP 19,080.00
Asia
PHP 18,000.00
One Time Setup Upgrade Disk Storage

Sub Total PHP 37,080.00

12% VAT PHP 4,449.60
Estimated Total Annual Azure Subscription (VAT INC.) PHP 41,529.60

NOTE:
1. Any excess or overage in the consumption shall be billed accordingly.

2. Any modification on the specs in the future, may affect the Pay as you go subscription costing and re-consider
re-deployment in the future.

Address: 8F Solar Century Tower, 100 Tordesillas, Brgy. Bel-Air, Makati City, 1227
Website: www.xceler8inc.com | Facebook and LinkedIn: Xceler8 Technologies, Inc.
Office No.: +632 8893 8888 | Email: marketing@xceler8inc.com
"Xceler8ing growth through excellence"

TERMS AND CONDITIONS

1. SCOPE OF WORK.A document that contains services to be delivered by XCELER8
TECHNOLOGIES INC. (“XCELER8”) based on the scheduled implementation date as
referred to in Implementation Methodology and Scope section of this Contract. Tasks
and requests that are not included in a duly signed Proposal with Implementation
Methodology and Scope (collectively referred to as “Contract”) shall be noted and shall
only be attended to after all deliverables in the Contract are delivered, subject to a new
engagement or new Contract. PPC ASIA CORPORATION authorized representative, or
the Project Manager should sign the Contract as a proof of engagement.

Program customizations are not included within the Contract unless explicitly stated. Any
works or additional reports, forms or customizations outside the contract will be treated
as a separate engagement.

XCELER8 reserves the right to bill additional man-hours based on the following:

a. Services to be rendered which are not explicitly stated in this in the Contract.

b. Unjustifiable delays caused by non-compliance and/or non-performance of agreed

tasks of PPC ASIA CORPORATION Project Team Members / Project Manager in
completing said responsibilities on the agreed schedule of delivery.

c. Any requests for re-plotting of schedules after the Project kick-off, which may
cause the extension of the project duration beyond that of the agreed
implementation period as stated in the Contract.

2. PPC ASIA CORPORATION’S written acknowledgment of this Contract or the

commencement of any services shall constitute acceptance of all the terms and
conditions contained herein. No additional terms and conditions stated by the PPC ASIA
CORPORATION in acknowledging or otherwise accepting this Contract shall be binding
upon XCELER8 unless specifically accepted in writing by an authorized representative of
XCELER8.

Address: 8F Solar Century Tower, 100 Tordesillas, Brgy. Bel-Air, Makati City, 1227
Website: www.xceler8inc.com | Facebook and LinkedIn: Xceler8 Technologies, Inc.
Office No.: +632 8893 8888 | Email: marketing@xceler8inc.com
"Xceler8ing growth through excellence"

3. COMPENSATION. In full consideration for the services to be provided by XCELER8

hereunder, PPC ASIA CORPORATION shall pay XCELER8 as specified in the Work Order.
Any expenses that may be incurred in the implementation of this Agreement or the Work
Order shall be borne by the PPC ASIA CORPORATION. PPC ASIA CORPORATION
agrees to shoulder the actual cost of travel, per diem, food, lodging and medical
expenses (i.e. RT-PCR Test to and from) incurred in connection with the performance of
the services described herein.

a. A PER DIEM expense of Four Hundred Fifty Pesos (PHP450.00) per day per head
will be charged to the PPC ASIA CORPORATION when services are delivered
outside of Metro Manila Area, but within the Philippines.

b. A PER DIEM expense of Fifty US Dollar (US$50.00) per day per head will be charged
to the PPC ASIA CORPORATION when services are delivered outside of the
Philippines.

4. TERMS OF PAYMENT

Payment on the services shall be in the following manner:

Description Payment Mode Amount VAT Inclusive

100% Upon contract

Additional Storage for
signing and/or Issuance of PHP 41,529.60
1 year
Purchase Order
In case XCELER8 incurs additional work as result of a change in the specification being
made by PPC ASIA CORPORATION, or by failure or unjustifiable delay by PPC ASIA
CORPORATION, in meeting its obligations in connection with this Agreement or the
Work Order, then such additional work will be charged to the PPC ASIA
CORPORATION, at price to be negotiated by PPC ASIA CORPORATION and XCELER8
over and above the contract price. XCELER8 will charge PPC ASIA CORPORATION a
penalty of One Percent (1%) per day of the unpaid portion of the Contract if compliance
is not made within five (5) days from receipt of a written demand.

Address: 8F Solar Century Tower, 100 Tordesillas, Brgy. Bel-Air, Makati City, 1227
Website: www.xceler8inc.com | Facebook and LinkedIn: Xceler8 Technologies, Inc.
Office No.: +632 8893 8888 | Email: marketing@xceler8inc.com
"Xceler8ing growth through excellence"

Notwithstanding any provision to the Contrary, in the event that the PPC ASIA
CORPORATION, defaults in the payment of any amount due under this Contract for a
period exceeding five (5) days, or if PPC ASIA CORPORATION becomes insolvent or if
valid bankruptcy or receivership proceedings are initiated against the PPC ASIA
CORPORATION, XCELER8 shall have the right to terminate this Contract or suspend
work until payment in full thereof has been made, without prejudice to other rights that
XCELER8 is entitled under this Contract, or under the law or equity. Unpaid invoices after
60 days will be subject to a surcharge of two percent (2%) interest, per month of delay,
without a need of a written demand.

5. LIMITATION OF LIABILITY.

Notwithstanding any warranty provisions contained in this Contract, XCELER8 shall have
no warranty obligations with respect to any repair of damage / corrupted database or
reinstallation of software due to the following reasons:

a. Viruses

b. Improper use and / or shutdown of the system by PPC ASIA CORPORATION’s

employee

c. Accidental deletions by PPC ASIA CORPORATION employee

d. Unauthorized modifications by PPC ASIA CORPORATION’s employee

e. Any problem caused by software not installed by XCELER8 authorized personnel.

f. Problems caused by hardware failure

6. STAFFING.XCELER8 shall provide competent personnel with the necessary skills,

experience, and professional qualifications to carry out the Services. XCELER8 shall have
sole and exclusive discretion in selecting and assigning personnel to carry out the
Services. However, if PPC ASIA CORPORATION can present conclusive facts that any of
the assigned XCELER8 personnel fails to carry out the Services with sufficient
competency, PPC ASIA CORPORATION may notify XCELER8 of such findings. Upon
receipt of notice, XCELER8 shall rectify the situation at least Ten (10) working days based
on the sole judgment of XCELER8.

Each of the parties hereto agrees that, for the duration of this Contract and two (2) years
after its termination, neither party including their affiliates or subsidiaries, shall, except with
the other party's prior written consent, solicit or offer employment, whether directly or
indirectly, to the other party's employees or staff engaged in any efforts under this
Contract.

Address: 8F Solar Century Tower, 100 Tordesillas, Brgy. Bel-Air, Makati City, 1227
Website: www.xceler8inc.com | Facebook and LinkedIn: Xceler8 Technologies, Inc.
Office No.: +632 8893 8888 | Email: marketing@xceler8inc.com
"Xceler8ing growth through excellence"

7. INTELLECTUAL PROPERTY. The ideas, concepts, know-how, or techniques relating to

data processing, developed during the course of this Contract by XCELER8 personnel or
jointly by both parties, can be used by either party in any way with the written consent
of the other. Each invention, discovery, or improvement which includes such ideas,
concepts, know-how, or techniques shall be treated as follows: (1) If made by PPC ASIA
CORPORATION, it shall be the property of the PPC ASIA CORPORATION (2) If made
by XCELER8, it shall be the property of XCELER8 and XCELER8 grants to PPC ASIA
CORPORATION, a non-exclusive and royalty-free license; (3) If made jointly by both
parties, it shall be jointly owned by both parties. The future or further use of said
invention, discovery, or improvement shall be subject to terms and conditions mutually
agreeable to both parties. XCELER8 may elect to develop materials that are competitive,
irrespective of their similarity to materials which might be supplied to PPC ASIA
CORPORATION, hereunder.

8. NON-DISCLOSURE. Each party shall treat, protect, and safeguard as proprietary and
strictly confidential all pertinent information disclosed to the other under this Contract.
Each party agrees that it shall not make use of, either directly or indirectly, any of the
information which it has received from the other, other than for the purpose for which
the information has been disclosed, except with specific prior written authorization. Each
party agrees not to disclose, publish, or otherwise reveal any such information to any
party without specific prior written authorization.

These restrictions will not apply to any information which (a) is rightfully known or is in
the rightful possession of either party as of the date of its disclosure; (b) is generally
distributed or made available to others by the parties following the date of its disclosure
without restriction as to use or disclosure; (c) lawfully becomes known or available to the
parties from third parties who are not under a similar agreement, directly or indirectly,
with a party hereto regarding disclosure.

Excepting provisions of this Contract relating to protection of proprietary information

and the obligation of payment for services performed in accordance with the Contract,
neither party shall be in default of the terms hereof if such action is due to a natural
calamity, act of government, or similar causes beyond the control of such party.

9. The RELATIONSHIP. XCELER8 shall furnish Services as independent contractor with sole
authority to control and direct the performance of the details of the Services, PPC ASIA
CORPORATION, being interested only in the end results obtained.

Address: 8F Solar Century Tower, 100 Tordesillas, Brgy. Bel-Air, Makati City, 1227
Website: www.xceler8inc.com | Facebook and LinkedIn: Xceler8 Technologies, Inc.
Office No.: +632 8893 8888 | Email: marketing@xceler8inc.com
"Xceler8ing growth through excellence"

The Parties agree that there is no agency joint venture, or partnership relationship that
is created under this Contract, nor shall either party hold itself out to third parties in such
capacity. Neither party has the power or authority to act for, represent, assume or create
any obligation or responsibility for or on behalf of the other, or bind the other in any
manner whatsoever.

10. TERMS & CANCELLATION. This Contract shall become effective upon the date shown
below and shall remain in effect until terminated by either party upon thirty (30) days
prior written notice without prejudice to existing rights that accrued to both parties.

Contract cannot be cancelled, with or without issuance of PPC ASIA CORPORATION’s

Purchase Order, after seven (7) Days from the date of signing of this Contract.
Cancellation fee will be charged at twenty percent (20%) multiplied by Total Contract
Value/Total Investment Cost as stated in the Work Order. Any Payment made shall be
non-refundable to the extent of twenty percent (20%) or percentage of completion,
whichever is higher.

11. RIGHTS. XCELER8 reserves the right to make technical changes and to correct errors in
the Contract.

12. GENERAL.

a. Governing Law. This Contract shall be governed by, and interpreted in accordance
with, the laws of the Republic of the Philippines.

b. Waiver. No term or provision hereof shall be deemed waived by either party, and
no breach shall be excused by either party, unless the waiver or consent is expressly
made and in writing signed by the party granting such waiver or consent.

c. Notices. This Contract together with all appendices, attachments, and exhibits
hereto constitute the entire agreement and understanding between the parties
covering the subject matter described herein, and supersedes and replaces all prior
oral or written statements, negotiations, proposals, or communications not
expressly set forth herein. No modifications or amendments shall be valid unless
rendered in writing and signed by both parties.

d. Severability. If one or more previsions of this Contract shall be held invalid, illegal
or unenforceable, the remaining provisions shall remain in, and shall be given, full
force and effect.

Address: 8F Solar Century Tower, 100 Tordesillas, Brgy. Bel-Air, Makati City, 1227
Website: www.xceler8inc.com | Facebook and LinkedIn: Xceler8 Technologies, Inc.
Office No.: +632 8893 8888 | Email: marketing@xceler8inc.com
"Xceler8ing growth through excellence"

13. AFFIRMATION CLAUSE. The Parties affirm and acknowledge that they have carefully
read and understood all the terms and conditions herein provided and that at the time
of execution. Both Parties acknowledge that this Agreement and the Work Order
constitutes the entire Agreement between them and shall completely supersede all other
prior understandings, previous communications or contracts, oral or written, between
the parties relating the subject matter thereof.

14. VALIDITY. This proposal is valid until November 28, 2024 (or until further notice
depending on the Forex Rate changes) and will be deemed accepted upon receipt of
an original signed copy plus the PPC ASIA CORPORATION,’s own Purchase Order.

Please feel free to contact us if you have further queries regarding the matter through
telephone at (02) 8893-8888 or 0917-5434995. We hope to hear a favorable response
from you very soon.

Prepared by: Noted by:

________________________ ___________________________
LEAH TENORIO JENNIFER TALAN
Sales Manager Sales and Growth Director

ACCEPTANCE
We confirm the acceptance of the proposal presented herein by Xceler8 Technologies, Inc.

Accepted by:
___________________________________
Name:
Designation:
Date:

Address: 8F Solar Century Tower, 100 Tordesillas, Brgy. Bel-Air, Makati City, 1227
Website: www.xceler8inc.com | Facebook and LinkedIn: Xceler8 Technologies, Inc.
Office No.: +632 8893 8888 | Email: marketing@xceler8inc.com
"Xceler8ing growth through excellence"

Address: 8F Solar Century Tower, 100 Tordesillas, Brgy. Bel-Air, Makati City, 1227
Website: www.xceler8inc.com | Facebook and LinkedIn: Xceler8 Technologies, Inc.
Office No.: +632 8893 8888 | Email: marketing@xceler8inc.com