MEMORANDUM OF AGREEMENT

Wireless Internet Service

This Memorandum of Agreement entered into this 19th day of July, 2016 at Taguig City by and between:
INNOVE COMMUNICATIONS, INC., a wholly- owned subsidiary of Globe Telecom, Inc.,
a corporation duly organized and existing under and by virtue of the laws of the Republic
of the Philippines, with principal office at 16 th Floor, The Globe Tower Cebu, Samar Loop
corner Panay Road, Cebu Business Park, Cebu City, Philippines, represented in this act
by its President /CEO, ALBERTO M. DE LARRAZABAL, (hereinafter referred to as
INNOVE);
- and IFUGAO STATE UNIVERSITY, a corporation duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with principal offices at the Nayon,
Lamut, 3605 Ifugao, represented in this act by its Campus Director, Dr. Diosdado M.
Aquino.
IFUGAO STATE UNIVERSITY a shall be referred to collectively known as the
Client
WITNESSETH That:
WHEREAS, INNOVE, is duly enfranchised and authorized to render Communications services in the
Philippines, domestic and international including the provisioning of broadband internet;
WHEREAS, broadband internet connectivity may now be achieved through Wireless Internet Service;
WHEREAS, INNOVE offered to provide fixed Wireless Internet (Wi-Fi) Service to IFUGAO STATE
UNIVERSITY allowing INNOVE to deploy Wireless Internet equipment to provide WiFi coverage in the
building and, FREE of CHARGE;
NOW, THEREFORE, for and in consideration of the foregoing premises, and of the mutual covenants and
stipulations hereinafter set forth, the parties have agreed as follows:
ARTICLE I
Terms of Installation of the fixed Wi-Fi service
1.

The Client shall provide a space at their respective areas to house the Wireless Access
System (hereinafter referred to as the Equipment) and other Communications support facilities of
INNOVE. The Equipment shall be installed at spaces designated by INNOVE with the prior approval
of the Client. Charges for utilities accruing to the Equipment shall be shouldered by the Client.

2.

The Client shall approve the location/s wherein the Equipment and facilities shall be
installed to provide the Wireless Internet Service (the Service).

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3.

INNOVE shall provide, install, and commission the necessary hardware, software,
connections, auxiliary equipment and components at no cost to the Client to operate the Wi-Fi facility.

4.

INNOVE shall provide for the cable distribution system, including the riser and homerun
cable (as applicable) dedicated to the Service and shall maintain the facility and replace peripherals if
and when needed at no cost to the Client.

5. INNOVE shall provide a complimentary up to 100 Mbps bandwidth allocation per store, attached
hereto as Annex A and made an integral part hereof, for the complimentary Wi-Fi use of IFUGAO
STATE UNIVERSITYs guests.
The Paid and Premium Go-WiFi WiFi Services will have the following features:
a) Full coverage on areas where there are customers
b) Co-branded SSID but not limited to the following:
@IFSU_GoWiFi (for 2.4 Ghz devices)
@IFSU_GoWiFiPlus (for 5 Ghz devices)
Any additional backhaul required will be at the expense of INNOVE
c) Co-branded portal page. INNOVE will provide a captive portal. This will include WiFi
engagement features such as single sign-on, advertising, etc. INNOVE reserves the right to
modify or update GoWiFi plans.
d) Daily free 30 minutes which will be decreased over time (at INNOVEs discretion)
6.

INNOVE shall provide captive portal (at no cost to the Client) which provides branding
capabilities for new Wi-Fi users. Additional log-in options (i.e. log-in via Facebook, mobile registration,
surveys, easy login) shall be further discussed between INNOVE and Client.

7.

INNOVE shall provide the CLIENT a Wi-Fi platform with advertising capabilities via Wi-Fi.
Branding opportunities through permanent merchandising in venues to be further discussed by the
parties.

8.

INNOVE will provide captive portal, landing page and user portal with personalized look
and feel in coordination with the Client at no charge. This will include Wi-Fi engagement features such
as single sign-on, advertising, etc. The development of the captive portal shall be subject to further
discussion and agreement between the parties.

9.

INNOVE will provide the CLIENT a GoWiFi Resellership Opportunity whereby CLIENT
will potentially earn commissions for the resale of GoWiFi vouchers to customers, subject to a
separate agreement.

10.

The Client shall, as practicable, upon INNOVEs written request, provide the necessary
assistance in promoting GLOBE products and services in partnership with the Client, Provided,
however, that the assistance to be provided are approved by the Clients marketing team.

11.

Any and all works, renovations, installations, or additions that INNOVE may perform
within and around the premises and exterior of the place, whether Communications or electrical
facilities or architectural in nature, must be approved in writing by and conform to or meet the plans

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and specifications of both the Architect and the Electrical Engineer designated by the Client and/or
the Building Manager.
ARTICLE II
Terms of Operation of the Wireless Access System
1. INNOVE shall offer and make available, the Wireless Internet Service, to the common customers of
the Client.
2. INNOVE shall administer the operations of Wireless Internet Service. INNOVE shall set the
parameters, as stated in Article I, paragraph no. 5 such as Bandwidth per user, SSID name/s,
Session Time, connected device per AP, and Web Filtering to avoid end-users to abuse the free
Wireless Internet facility.
3. The Client shall provide access to INNOVE personnel for the maintenance of the Equipment, and all
other Communications facilities installed and supplied by INNOVE at the Clients locations, without
causing any undue interference with business operations. INNOVE and the Client shall coordinate the
schedules for maintenance work, as the same becomes necessary.
4. The Client shall be responsible for providing reasonable security to the Equipment and all other
Communications support facilities installed at the Clients locations. In the event of any damage to the
Equipment arising out of failure of the Client to reasonably secure said equipment and facilities, or
due to gross negligence or willful misconduct of the Clients personnel, agents or employees, the
Client shall: (i) repair or assume the costs of repair of such damage or, (ii) if the damage is
irreparable, replace the Equipment with such equipment having the same particular identifications
and specifications or assume the cost of new replacement, or (iii) if an equipment of the same
particular identifications or specifications is no longer available, reimburse INNOVE for the
reasonable costs thereof.
5. INNOVE shall provide a hotline number in order for required technical assistance in relation to the
operation of the Wireless Internet Service.
ARTICLE III
Representations and Warranties

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1. INNOVE represents and warrants that (i) it has a legislative franchise pursuant to Republic Act
No.7925 and Executive Order No.109 and their implementing guidelines, to operate and maintain a
local exchange telephone system; (ii) it has or will obtain and maintain at its own exclusive expense
all the necessary government permits, authorizations, approvals or Certificate of Public Convenience
and Necessity (CPCN) to install, operate, and maintain the telephone facilities at the Clients
locations, as may be required or advisable in connection with the valid execution and performance of
this Agreement; (iii) it has obtained all the necessary corporate approvals to execute this Agreement
and perform its obligations hereunder; (iv) the performance of its obligations shall not violate any law,
regulation, decree, judgment, order or agreement binding upon it and its properties; (v) it shall
endeavor to provide the service in accordance with the industry standards; (vi) other than express
warranties contained herein, it disclaims all warranties, conditions or undertakings, expressed or
implied, statutory or otherwise, including without limitation, any warranty of merchantability, fitness for
a particular purpose, or accuracy or completeness of responses or results or quite enjoyment of the
service. The entire risk as to the quality of the service, if any, remains with the subscribers. No advice
or information, whether oral or written, shall create any warranty for the service; (vii) this Agreement
constitutes its legal, valid and binding obligation enforceable in accordance with its terms.
2. The Client represents and warrants that (i) it has obtained all the necessary corporate approvals to
execute this Agreement and perform its obligations hereunder; (ii) the performance of its obligations
shall not violate any law, regulation, decree, judgment, order or agreement binding upon it or its
properties; (iii) this Agreement constitutes its legal, valid and binding obligation enforceable in
accordance with its terms; (iv) it has not or shall not represent to any third party that INNOVE has
made any warranty or representation of any kind with respect to the Service; INNOVEs installations
at the Clients locations and the use of the premises for its Communications facilities does not violate
the Deed of Restrictions or Building Rules and Regulations.
ARTICLE IV
Effectivity Date, Term, and Termination
1. This Agreement shall initially be for a period of two (2) years from the signing hereof, unless
otherwise terminated as provided herein. After expiration of the initial term, this Agreement may be
renewed automatically for two (2) years unless either party terminates this Agreement by providing a
ninety (90)-day prior written notice to the other party.
2. In case of pre-termination of this Agreement for any reason whatsoever, either party shall provide a
ninety (90)-day prior written notice to the other party, the absence of which shall make the Client liable
for pre-termination fee equivalent to the cost of installation of the equipment and other facilities.
3. This Agreement shall be subject to such amendments or modifications, which the parties may from
time to time agree upon in writing which approval and consent shall not be unreasonably withheld.
4. Neither party should assign, transfer or convey any of its rights, titles or interests under this
Agreement or any benefit arising therefrom, without the prior written consent and approval of the
other party. Further, the partys assignee or transferee shall, in writing, agree to be bound by the
terms of this Agreement.
5. The Client shall, from the date of termination or date of notice of termination whichever is applicable,
be responsible for the safe custody of the Equipment, until such time it is collected by INNOVEs
authorized employees, personnel or agents. The Client shall allow INNOVEs authorized employees,
personnel or agents to enter the premises and retrieve the Equipment and other INNOVE properties.
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INNOVE reserves the right to summarily terminate the Service or any and all services provided to the
Client for any violation of this Agreement.
ARTICLE V
Indemnity/Limit of Liability
1.

Each party shall defend, indemnify and hold free and harmless the other
party, its, officers, directors, shareholders, employees, legal representatives, or agents, from and
against all claims, demands, actions, suits, causes of action, judgments, costs and reasonable
attorneys fees and expenses of any kind or nature, including third party claims, arising from, or
related to or in connection with any acts or omissions of such party.
However, no party shall be liable for indirect, special, incidental or consequential damages of any kind
(including lost profits), regardless of the form of action, whether in contract, tort or otherwise, even if
informed of the possibility of such damages in advance.

2.

The Client shall be liable to INNOVE for any unauthorized access to

INNOVEs internet connection and equipment located in the Clients premises.

3.

The parties mutually acknowledge that the Service may be interrupted

due to various causes, including but not limited to force majeure or acts of God, power and
Equipment failure, or acts or omissions on the part of a third party. Accordingly, INNOVE and the
Client shall not be liable for any claim, liability or damage for whatever direct, indirect, consequential
or special damages including but not limited to loss of opportunity, anticipated profits or other
economic gain.
ARTICLE VI
Usage

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1. The Client shall use the INNOVE facilities and/or INNOVE services provided only for the purpose
herein stated and shall not use the same to conduct any service such as callback, unauthorized
audiotext, international simple resale (ISR), and other analogous services which are prohibited in the
Philippines, or which operation or service constitutes a bypass defrauding INNOVE and/or its
interconnect partners of the rightful access/termination charges due them.
2. In the event that the Client uses INNOVE facilities and services for any illegal or unauthorized
services including but not limited to those enumerated above, the Client shall immediately
compensate INNOVE an amount equivalent to the rightful access or termination charge prevailing at
the time the bypass was committed for the type of traffic passed via the bypass service or practice
committed by the Client to the applicable Philippine network (including without limitation, a INNOVE
network, or the network of any other carrier with whom INNOVE has an interconnect Agreement,
whether mobile or landline) plus 50% of such access or termination charge (the "Bypass
Compensation.").
3. Such Bypass Compensation shall be payable, without limitation, from the time the bypass activity was
conducted by the Client until its discovery by INNOVE and the complete payment thereof by the
Client, and such bypass compensation shall be computed from the time the bypass occurred or was
discovered, whichever is earlier, until the actual cessation of bypass. INNOVE shall likewise pass on,
and the Client agrees to accept and immediately pay, all other claims and damages demanded by any
of INNOVE interconnect partners who may have been affected, directly or indirectly, by the
unauthorized service. This shall not be subject to any limitation of liability provided in this Agreement.
ARTICLE VII
Miscellaneous Provisions
1. Force Majeure - Either party shall not be held liable for any delay in, failure, or performance of its
respective obligation set hereunder or for any and all damages which the other party has sustained or
incurred, when such delay, failure or damages arises from or is the consequence of force majeure,
acts of God or causes beyond its control, provided further, that there is no contributory negligence on
its part, its employee or agents.
2. Amendments - This Agreement and/or other provision or term incorporated herein constitute the
entire Agreement of the parties with respect to the subject matter hereof and shall supersede any and
all previous agreements and communication by the parties thereon. Any amendment or revision of
this Agreement or any part hereof shall be valid only if the same is reduced to writing, signed and
dated by the parties.
3. Non-waiver of Rights - Failure by either party to exercise any rights under its Agreement shall not
constitute a waiver of such right. No waiver by any one party or any of its right under this Agreement
shall be deemed to have been made unless expressed in writing and signed by the party. Neither
party shall use the trademarks, trade names, brand names, logos, identifiers or service marks of the
other party without the other partys prior written consent.
4. Breach of Contract - Except as specifically provided in other sections of this Agreement, any breach
of a provision in this Agreement committed by either party shall be corrected or remedied by the
defaulting party within thirty (30) days upon receipt of notice from the aggrieved party. Failure thereof
shall give aggrieved party the right to terminate this Agreement without prejudice to all other remedies
afforded by law under the circumstances.
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5. Venue of Suit - The parties shall try to resolve amicably any dispute arising from this Agreement
before resorting to legal action. In the event of suit, venue shall be in the proper courts of Taguig City
to the exclusion of all other courts.
6. Proper Authorization - The responsible officer duly empowered by proper authorization respectively
represents the parties to this Agreement. It is understood that any or all acts and deeds, executed in
connection with this Agreement, by the authorized signatories for and in behalf of the parties they
represent shall be binding upon such parties.
7. Governing Law - This Agreement shall be governed by and construed according to the Laws of the
Republic of the Philippines.
8. Relationship Performance by the parties under this Agreement shall be as independent contractors.
Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the
parties hereto, and the Client shall not hold itself out or allow itself to be held out as a partner of
INNOVE. Nothing contains herein or done in pursuance hereof, constitutes the parties as legal
representatives of the other for any purpose whatsoever. The Client hereby acknowledges that no
authority has been conferred upon it by INNOVE to hire any person for this Service on behalf of
INNOVE.
9. Confidentiality - Except for disclosure required under the laws, rules and regulation of the Philippines
or pursuant to valid enforceable orders of courts or other governmental agencies with jurisdiction over
the subject matter of this Agreement, no party shall, without the prior written consent of the other
party, make any disclosure to a third party of this Agreement, any of them contained herein, or any
information, reports, or filing under the terms of this Agreement. This provision shall survive the
termination of this Agreement.
10. Effectiveness, Binding Effect - This Agreement shall take effect from the signing hereof by the parties,
and shall be binding upon, inure to the benefit of and be enforceable by or against the parties, and
their respective nominee/s, successor/s and/or assignee/s.
11. Severability - Should any provision of this Agreement be held to be void, invalid, or inoperative, the
remaining provisions of this Agreement shall not be affected and shall continue in effect and the
invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
12. Exclusivity- The Client shall not enter into any identical or similar agreement or arrangement with the
competitors of INNOVE and Globe Telecom, Inc.
13. The Client shall not resell complimentary connection using the bandwidth provided to it by INNOVE to
any third party, without prior written consent, throughout the duration of the Agreement
14. The Client is not entitled to any revenue share with INNOVE in relation to @GoWiFi, @GoWiFiPlus
and other Wi-Fi linked revenues. Parties may however agree for the Client to be entitled to retail sales
commission and advertising fee commission as generated from the captive portal initiative identified
in Article 1 paragraph no. 7 throughout the duration of this Agreement.
IN WITNESS WHEREOF the parties have signed this Agreement on the date and at the place first above
written.

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INNOVE COMMUNICATIONS, INC.

By:

IFUGAO STATE UNIVERSITY

By:

ALBERTO M. DE LARRAZABAL
PRESIDENT/CEO

DIOSDADO M. AQUINO, Ph.D.

CAMPUS DIRECTOR

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ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
) S.S.
BEFORE ME, a notary Public for and in the above jurisdictions this _____day of __________ 2016
personally appeared the following:
Name

Com. Tax Cert. No.

Date and Place of issue

INNOVE
IFUGAO STATE UNIVERSITY
Known to me and to me known to be the same persons who executed the foregoing instrument and they
acknowledged to me that the same is their free and voluntary act and deed, as well as the free act and
deed of the principals they represent.
This instrument relates to a Memorandum of Agreement and consists of seven (7) pages including the
page whereon the acknowledgment is written.
WITNESS MY HAND AND SEAL on the date and place above indicated.

Doc. No. ________;

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

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ANNEX A
<Masterlist of branches/stores>

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