OJT SERVICES AGREEMENT

This Technical and Training Service Agreement ("AGREEMENT") is made and

entered into on March __, 2016 by and between the following parties:
UNIVERSITY
OF
CALOOCAN
CITY
(UCC),
a
_________________________,
with
offices
at
_________________________, Philippines, represented in this act by
its _____________________________.
And
BASECAMP TECHNOLOGIES INC. (BCTI), a corporation
organized and existing under the laws of the Philippines, with its
principal office at 16 Annapolis Street, Platinum 1000 Bldg,
Greenhills, San Juan, Metro Manila, Philippines represented in this
act by its President, Christopher Co.
WHEREAS:
1. UCC is an educational institution established in _____________.
2. BCTI is a company specializing in technical services, which has technical
expertise and experience in, but not limited to, the design and
development of software, technical platforms and operating systems, and
also has extended experience and personnel with respect to information
technology;
3. UCC and BCTI (collectively, the PARTIES) are entities duly organized,
validly existing, and in good standing under the laws of the Republic of
the Philippines;
4. The PARTIES have all the requisite power and authority to enter into and
perform their respective obligations under this Agreement and their
representatives, who shall sign and execute this Agreement on their
behalf, have the authority to do so;
5. There are no actions, suits or proceedings pending or, to the best of its
knowledge, threatened, which may have a material adverse effect on its
ability to fulfill its obligations under this Agreement or on its operation,
business, properties, assets or business condition; and
6. UCC desires to partner with BCTI, which has accepted such engagement,
to establish an On-The-Job Training (OJT) program for UCC students that
could lead to future employment opportunities with BCTI and other
leading companies in the Philippines.
NOW, THEREFORE, the PARTIES hereby agree to enter into this Agreement
under the following terms and conditions:
ARTICLE 1. SERVICES OF BCTI
1.1

BCTI shall develop an OJT program covering 200 hours, and prepare a
daily work schedule, to allow time for a trainee to become proficient in

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the occupation for which the training is being provided. In determining

the training program, consideration would be given to the skill
requirements of the position, the academic and occupational skill level
of the trainee, and the individual employment plan, as appropriate.
1.2

BCTI shall issue gift certificates worth P150 from Jollibee Foods
Corporation on a daily basis as a meal allowance to the trainees for
every eight (8) hours of work.

1.3

Trainees shall receive commissions for work output that is considered

good and is completed within the target completion dates.

1.4

BCTI agrees to maintain adequate time and attendance, payroll, and

other records to support amounts paid under the training contract.

1.5

BCTI agrees that records which are directly related to the training
contract are subject to review, monitoring, and audit by the UCC, at
any time and without prior notice to BCTI.

1.6

BCTI agrees to provide additional training to UCC faculty, as necessary,

to be approved by BCTI management.

1.7

BCTI shall provide the necessary equipment, including CCTV cameras,

and internet connectivity for OJT participants. BCTI understands that
the UCC may, at times, need to use the equipment and facility for
other purposes such as hands-on training and lecture for regular
subjects, after the set number of training hours per day conducted by
BCTI.

1.8

BCTI shall be responsible for maintenance and service of the hardware

to be used during the OJT program.

1.9

BCTI shall appoint a representative to act as the main interface or

contact person between BCTI and UCC; and to manage the BCTI
relationship with UCC for the duration of this agreement.

1.10 BCTI shall award Certificates to all Trainees and Faculty Members who
successfully complete the OJT program.
ARTICLE 2. SERVICES OF UCC
2.1

UCC shall nominate qualified students and faculty members bestsuited to participate in the OJT program.

2.2

UCC shall provide a secure location/facility for BCTI:

a. To maintain its training equipment
b. To conduct its OJT sessions; and
c. For OJT program participants to work on their various assigned
projects using the equipment provided by BCTI

2.3

UCC shall nominate faculty to receive additional training by BCTI.

2.4

UCC shall submit requirements for training to be received by faculty, to

be approved by BCTI.

2.5

UCC agrees to explore integration of BCTI Training Materials and Topics

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into the UCC IT Curriculum.

2.6

UCC shall appoint a single point person who will serve as the Project
Manager with whom BCTI will liaise and coordinate.

ARTICLE 3. SERVICES OF BOTH PARTIES

3.1

Both parties agree to explore expansion of this OJT program to other

UCC campuses.

3.2

Both parties agree to explore development of other training and

sponsorship programs for UCC students and faculty not yet covered
under this agreement.

ARTICLE 4. CONFIDENTIAL INFORMATION

4.1

All information communicated by BCTI to UCC or its personnel assigned

to the OJT program, as well as any information that OJT participants or
UCC personnel may learn that in any way relates to the activities
contemplated under this Agreement, shall be handled and kept in the
strictest confidence by UCC. This prohibition shall not include
information which is previously known to UCC without obligation of
confidence or without breach of this Agreement, or is publicly disclosed
either prior or subsequent to UCCs receipt of such information, or is
rightfully received by UCC from a third party without obligation of
confidence.

4.2

All documents and materials released by UCC to BCTI in pursuance of

this Agreement shall not be taken outside the project work area nor
discussed with non-project assigned personnel, and shall be returned
immediately to BCTI upon expiration of the Agreement and/or full
delivery and performance of the activities contemplated thereunder.
Thereafter, UCC shall not keep any copy or portion of such documents
and materials without the prior written consent of BCTI.

4.3

Each and every participant in the OJT program under this Agreement
shall sign a non-disclosure agreement with BCTI.

ARTICLE 5. OWNERSHIP RIGHTS

BCTI shall own the copyright for the software and other relevant software
designed by BCTI and the intellectual property rights of, and any other rights
derived from the results of development and research through, the research
and development under this Agreement shall be owned by BCTI. This right of
BCTIs ownership includes, without limitation, the right to apply for patent
and/or copyright for the software, technical documents, and technical
information, and the right to license or otherwise transfer aforesaid
intellectual property rights to other parties.
ARTICLE 6. TERM AND TERMINATION
6.1

This Agreement shall become effective from the date of execution

hereof by the Parties, through their respective authorized

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representatives, with the company seals of each party affixed, and

shall remain effective for two (2) years.
6.2

During the term on this agreement, BCTI will continue to provide

training to batches of trainees nominated by UCC, following the
completion of the OJT program by each batch.

6.3

In the event of breach of this Agreement, the aggrieved or offended

party may send a written notice thereof to the other party who caused
the breach with a demand that the same be cured immediately. This
Agreement may, at the option of the aggrieved or offended party, be
considered terminated at once upon failure of the other party to cure
the breach within fourteen (14) calendar days from the latters receipt
of written notice of such breach.

6.4

Notwithstanding any provision herein to the contrary, this Agreement

may be terminated at any time, or extended for any period of time,
upon mutual agreement of the Parties expressed in writing.

ARTICLE 7. LIABILITY FOR BREACH OF CONTRACT

7.1

In the event of breach by any party of its obligations under this

Agreement, the party in breach, upon its receipt of written notice from
the aggrieved or offended party, shall immediately cease all actions or
activities causing such breach and compensate the latter for any and
all losses and damages thus caused, within fourteen (14) days of its
receipt of the notice.

7.2

In the event that the Parties are both equally at fault, they shall each
separately bear the respective liabilities for their breach, in accordance
with the actual faults committed by them.

ARTICLE 8. WAIVER
8.1

Except for the obligation of compensation provided herein, no party

shall be liable for any contingent, consequential, special or punitive
damages, or other damages of the other party, arising from or in
connection with this Agreement, whether or not alleged to be the
result of contracts or infringement (including negligence or strict
liability), or other circumstances, and whether or not a party has been
informed of the possibilities of such damages.

8.2

The rights and obligations of the Parties under this Agreement shall
apply to their legal successors and assignees in interest, including their
executors and managers, to the extent allowed by law. BCTI may
transfer its obligation to provide and deliver services under this
Agreement to any of its affiliates or successors, only upon the prior
written consent of UCC.

8.3

The invalidity, nullity and unenforceability of any provision hereof shall

not affect or prejudice the validity, effectiveness and enforceability of
other provisions not otherwise affected. However, the Parties shall
cease the performance of such invalid, null and unenforceable
provision and shall amend such provision, but only to the extent that it

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shall be made valid, effective and enforceable, with respect to such

specific facts and situations and in a manner that most closely reflects
the original intentions of such provision.
8.4

Any allowance, grace period or deferred exercise of the rights granted

under this Agreement by a party, in connection with the other party's
breach of contract, shall not be deemed as a waiver by the former of
its rights and shall not prejudice, affect or restrict any of the rights
which such Party shall be entitled to under this Agreement and
relevant Philippine laws and regulations.

ARTICLE 9. NOTICE
9.1

Any notice required hereunder shall be delivered by personal delivery

or registered mail to the following addresses, or by facsimile to the
following numbers:
UNIVERSITY OF CALOOCAN CITY
Address:
Fax Number:
Attention:
DEVELOPER:
Address:
Fax Number:
Attention:

_________________
BASECAMP TECHNOLOGIES INC.
16 Annapolis Street, Platinum 1000 Bldg, Greenhills,
San Juan, Metro Manila
Mr. Christopher Co

9.2

Notices sent by registered mail shall be deemed to be effectively

served on the date indicated in the registry return receipt. Notices
delivered by hand or facsimile shall be deemed to be effectively served
on the date immediately following the date of delivery or transmission.
In the event of transmission via facsimile, the original hard copy of the
notice shall also be sent either by registered mail or personal delivery
to the party concerned immediately after the transmission.

9.3

The Parties shall promptly inform each other in writing of any change in
their business address or number indicated in this Section.

ARTICLE 10. DISPUTE RESOLUTION AND GOVERNING LAW

10.1 The interpretation, performance and execution of this Agreement shall
be governed by the laws of the Republic of the Philippines.
10.2 Any dispute arising from or in connection with the interpretation,
performance and execution of this Agreement shall be settled by the
Parties initially through friendly consultations. If the Parties fail to settle
their dispute through such method, the same shall be submitted to
alternative dispute resolution (ADR), subject to the appropriate rules,
as approved by the Philippine Judicial Academy and other Philippine
authorities on ADR. The result of the chosen ADR mechanism shall be
final.
10.3 The Parties shall continue to perform their respective obligations under

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this Agreement pending settlement of any dispute that may then exist
between them.
ARTICLE 11. MISCELLANEOUS
11.1 This Agreement may not be revised, modified, supplemented or
dissolved unless by written agreement between the Parties signed by
their authorized representatives.
UNIVERSITY OF CALOOCAN CITY
SIGNED BY: ________________________________
<NAME>
<Position Title>
DEVELOPER:

BASECAMP TECHNOLOGIES INC.

SIGNED BY: ________________________________

CHRISTOPHER CO
President

Signed in the presence of:

________________________

______________________

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ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF _____________________ )S.S.
BEFORE ME, a Notary Public for and in _______________ this
_________day of _______ 2016, personally appeared the following:
Name
of Issue

Res. Cert. No.

Date/Place

__________________
representing
University of Caloocan City
Christopher Co
representing
BaseCamp Technologies Inc.
known to me and to me known to be the same persons who executed the
foregoing Agreement consisting of seven (7) pages including this page and
Annexes, on which this Acknowledgement is written, duly signed by the
parties and their instrumental witnesses, and they acknowledged to me that
the same is their own free and voluntary act and deed as well as the free and
voluntary act and deed of the corporations which they represent.

WITNESS MY HAND AND SEAL on the date and place above

indicated.

Notary Public

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2016.

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