Technology Business Incubator Program Agreement

KNOW ALL MEN BY THESE PRESENTS

This TBI PROGRAM AGREEMENT is made and entered between:

The Department of Science and Technology-Technological University of the Philippines Hub for
Innovation and Value Engineering, technology business incubator funded by DOST and implemented by
TUPV, with office address at A. Chan Memorial Training Center, Marapara, Brgy. Bata, Bacolod City, Negros
Occidental, herein represented by <<<Name of Rep>>>, <<<Designation of Rep>>> hereinafter referred to
as the “DOST-TUPV HIVE,”

-and-

<<<NAME OF STARTUP>>>, duly represented by <<<Name of Rep>>>, with principal address at

<<<ADDRESS>>> hereinafter referred to as the “STARTUP.”

In accepting admittance to the DOST-TUPV HUB FOR INNOVATION AND VALUE ENGINEERING (DOST-
TUPV HIVE) TBI Program, the STARTUP understands and agrees with all provisions and stipulations of the
program as set forth in this document. The STARTUP agrees to duly and faithfully adhere to these said
provisions while participating in the program in order to receive the benefits of the program. Failure to do
so will result in removal from the program.

1. ACCEPTANCE OF AGREEMENT.
The STARTUP hereby agrees to the terms and conditions outlined in this Agreement. This
Agreement constitutes the entire and only agreement between the DOST-TUPV HIVE and the
STARTUP, and supersedes all prior or contemporaneous agreements, representations, warranties
and understandings with respect to the Technology Business Incubator Program, the content,
products or services provided and the subject matter of this Agreement. This Agreement may be
amended at any time by the DOST-TUPV HIVE from time to time without specific notice to the
STARTUP. The latest Agreement will be disseminated and shall be reviewed prior to availing the
services.

2. PERIOD OF INCUBATION
The total period of incubation, hereinafter the Incubation Period, will be six (6) months. Incubation
will commence on ____________, 2019 and will expire on ____________, 2020.

3. SERVICES
Below is a list of services (A to E) that the DOST-TUPV HIVE can provide to the STARTUP. Both parties
shall determine which specific services best fit the needs of the STARTUP.

A. Business & Marketing Planning Services: The DOST-TUPV HIVE works with the STARTUP to
create a well- defined business plan and marketing strategy based on extensive market research,
competitive analysis, and the STARTUP’s specific objectives.

B. Business Operation Services: The STARTUP will have access to the following facilities and support
services for their startup operation:
 Office space/cubicle
  Conference/Training room
 Equipment found in the Common Equipment Room
 Administrative assistance
 Internet Access

C. Intellectual Property Management. The STARTUP will also receive assistance in trademark or
intellectual property handlings through the Technological University of the Philippines Visayas’
Innovation Technology Support Office (ITSO).

D. Legal Services: The DOST-TUPV HIVE will assist the STARTUP in any business contracts,
employment agreements, and others to ensure that all things are in regulatory compliance with
government requirements.

E. Technology (product/service) Research and Development: The STARTUP will also have access to
the Research and Development offerings of the Technological University of the Philippines
Visayas.

4. TARGET MILESTONES
The STARTUP shall, during the pre-incubation program, create and submit to the DOST-TUPV HIVE a
Gantt Chart containing its milestones. This will be attached to this Agreement and shall be referred
to as ANNEX A.

5. APPLICABLE FEES
The STARTUP shall avail of the free space rental and use of equipment and facilities for the entire
incubation period. After which, DOST-TUPV HIVE will begin charging the STARTUP, it being a part of
its incubation process. A separate schedule of fees will be attached to this Agreement and shall be
referred to as ANNEX B.

6. INDEPENDENT MENTORS
STARTUP may receive business and technical consulting services from local business professionals,
economic development professionals, students and/or faculty from TUPV, and others (collectively,
“Independent Mentors”). These Independent Mentors are not employees or agents of the DOST-
TUPV HIVE, and they will not be bound by this Agreement or the other Participant Documents.
STARTUP acknowledges and agrees that the DOST-TUPV HIVE shall not be held liable for the acts or
omissions of these Independent Mentors.

7. NO GUARANTEE OF RESULTS
The STARTUP acknowledges and agrees that DOST-TUPV HIVE cannot guarantee that STARTUP's
business will succeed. DOST-TUPV HIVE makes no representation as to the commercial utility of its
recommendations or that the use of such recommendations will not infringe on any intellectual
property rights of others. Participant shall be solely responsible for making all decisions and taking
actions related to its business, including compliance with all applicable laws and regulations, and
STARTUP hereby waives and covenants not to sue DOST-TUPV HIVE or its employees, agents,
contractors, or other representatives for any claim related to such matters.

8. INDEPENDENT CONTRACTOR STATUS

Neither party is, nor shall be deemed to be, an employee, agent, partner, or legal representative of
the other party for any purpose. Neither party shall be entitled to enter into any contracts in the
name of or on behalf of the other party, nor shall either party be entitled to pledge the credit of the
other party in any way or hold itself out as having the authority to do so.
9. UNLAWFUL ACTIVITY
DOST-TUPV HIVE reserve the right to investigate complaints or reported violations of this
Agreement and to take any action deemed appropriate, including but not limited to reporting any
suspected unlawful activity to law enforcement officials, regulators, or other third parties and
disclosing any information necessary or appropriate to such persons or entities relating to
your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

10. INDEMNIFICATION
STARTUP agrees to indemnify, defend and hold the DOST-TUPV HIVE and its partners, agents,
officers, directors, employees, subcontractors, successors, assigns, third party suppliers of
information and documents, attorneys, advertisers, product and service providers, and affiliates
(collectively, "Affiliated Parties") harmless from any liability, loss, claim and expense, including
reasonable attorney's fees, related to your violation of this Agreement or use of the facilities.

11. NONTRANSFERABLE
The STARTUP’s right to use the Incubation Services is not transferable or assignable.

12. SEVERABILIY
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement shall be
unenforceable or invalid under applicable law, such provision shall be ineffective only to the
extent of such unenforceability or invalidity, and the remaining provisions of this Agreement shall
continue to be binding and in full force and effect.

13. BINDING EFFECT

This Agreement shall inure to the benefit of and be binding upon the parties and their respective
successors and assigns.

14. CONFIDENTIALITY AND NON-DISCLOSURE

A separate Confidentiality and Non-Disclosure Agreement shall be signed by the parties prior to this
TBI Program Agreement.

15. LIMITATION OF LIABILITY

Neither party shall be liable to the other for indirect, incidental, consequential, or special
damages, including but not limited to lost profits arising from or relating to any breach of this
Agreement, regardless of any notice of the possibility of such damages. Nothing in this Section is
intended to limit or restrict the indemnification rights or obligations of either party.

16. TERMINATION.
This TBI Program Agreement may be terminated on the following grounds:
a. Either party may terminate this Agreement for any reason upon thirty (30) days’ written notice
to the other party; provided, however, that Participant may not terminate this Agreement prior
to the expiration of the Initial Term of the Lease Agreement (as such term is defined in the
Lease Agreement).
b. Either party may terminate this Agreement in the event the other party (i) breaches any of the
terms and conditions of this Agreement and (ii) fails to cure completely such breach within five
(5) calendar days.
c. DOST-TUPV HIVE may terminate this Agreement immediately and without notice if any of
the representations and warranties set forth were false or misleading in a material respect as of
the date of this Agreement.
IN WITNESS WHEREOF, this Technology Business Incubator Program Agreement has been executed by
the parties on the day and year first above written.

______________________________ ______________________________
ERIC A. MALO-OY
First Party Second Party

Signed in the Presence of:

______________________________ ______________________________
JOVEL V.YOUNG
Project Leader, DOST-TUPV HIVE

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

City of Bacolod )
x---------------------------------------x

BEFORE ME, a Notary Public for and in Bacolod City, Negros Occidental, on the date and at the place
first written, personally appeared the following:

Name of Contracting Parties Proof of Identification Date of Issuance

ERIC MALO-OY

NAME OF STARTUP

Known to me and to me known to be the same persons who executed the foregoing TBI Program
Agreement consisting of five (5) pages including this page on which the acknowledgement is written, and
they acknowledge before me that the same is their free and voluntary act and deed as well as the free and
voluntary act and deed as well as the free and voluntary act and deed of the organizations herein
represented.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date above written.

Doc No. __________

Page No. _________

Book No. _________

Series of 2019.