CONTRACT FOR SERVICES 

07/07/2021 (date) ​in Makati City,

This ​Contract for Services (​“Contract​”) is made and executed this _______________
Philippines, by and between:

BIBO GLOBAL OPPORTUNITY, INC.​, a corporation duly organized and existing under and by
virtue of Philippine laws, with office address at 3/F King’s Court II, 2129 Chino Roces Avenue,
Makati City, Metro Manila, Philippines, represented herein by ​KENTARO SAKANE​, and hereinafter
referred to as the ​“FIRST PARTY.”

--and--
RENEROSE MANAHAN TORRES
______________________________________________________​, of legal age, Filipino, residing
​(first name, middle name, last name)
34C MARIPOSA ST., BRGY. BAGONG LIPUNAN NG CRAME, CUBAO, QUEZON CITY
at _____________________________________________________________________
​(house no., street name, barangay, city, province)

and hereinafter referred to as the ​“SECOND PARTY.”

WHEREAS​, ​the FIRST PARTY, ​which is ​engaged in the business of providing ​Interactive Tutorial
Systems​ and online ​Language Tutorial Services​, caters to clients​;

WHEREAS​, the ​FIRST PARTY desires to engage the services of ​SECOND PARTY with the necessary
qualifications such as, but not limited to, proficiency in ​English and other language(s), commitment to work, and
professionalism;

WHEREAS​, ​the SECOND PARTY ​represents himself/herself to the ​FIRST PARTY as having the necessary
skills and qualifications required by the ​FIRST PARTY ​to provide online language tutorial services to its foreign
clients;

WHEREAS​, ​the ​FIRST PARTY desires to avail itself of the services of the ​SECOND PARTY to provide
computer-based online tutorial to its foreign clients;

NOW​, THEREFORE​, this ​Contract for Services ​is executed subject to the following terms and conditions,
to wit:

1. SCOPE OF SERVICES​. The ​SECOND PARTY ​shall provide computer-based online tutorial
services to the ​FIRST PARTY​’s clients to the best of his/her ability with due care, skill and expertise while maintaining
the highest degree of propriety and professionalism in providing such services.

In performing the agreed services, the obligations of the ​SECOND PARTY include, but is not limited to, the
following:

a. To provide the ​FIRST PARTY ​true, accurate, current and complete information about his/her personal
profile and maintain and regularly update his/her personal profile to keep it true, accurate, and precise;
 b. To regularly and punctually submit his/her schedule of committed time slots and to be ready, punctual,
and available to conduct classes during all his/her committed time slots;
c. To avoid any form of fraudulent transactions and misrepresentations against the ​FIRST PARTY​.
Fraudulent misrepresentation is any false statements indicting the ​FIRST PARTY of false imputations
which can occur in the form of written or spoken words, posts in social media, or video causing to
discredit and dishonor the reputation of the company.

2. LANGUAGE TUTORIAL. ​The ​SECOND PARTY ​is required to teach the English language and
may be required to teach another language(s) he/she is proficient in. ​SECOND PARTY’s proficiency in other
language(s) will be subject to assessment by the ​FIRST PARTY​.

3. VENUE OF TUTORIALS​. ​The ​SECOND PARTY must provide his/her own internet connection and
equipment including, but not limited to, personal computer/laptop, web camera, and headset in a place convenient
and susceptible for teaching. The SECOND PARTY ​shall solely be responsible for all fees and costs associated with
the tutorial services and for the maintenance of all computer hardware and equipment required in rendering the
tutorial services outside the ​FIRST PARTY​’s office.

4. INDEPENDENT CONTRACTOR​. The ​SECOND PARTY is at all times under this ​Contract ​as an
Independent Contractor. ​The ​SECOND PARTY warrants and represents that he/she is engaged in a profession or
in a business of his/her own separate, distinct and independent from the business of the ​FIRST PARTY and
undertakes to perform the job, work or service on his/her own account and under his/her own responsibility according
to his/her own manner and method, and free from the control and direction of the ​FIRST PARTY in all matters
connected with the performance of the online tutorial services except as to the results thereof.

NO employer-employee ​NOR principal-agent relationship shall exist between the ​FIRST PARTY and the
SECOND PARTY​. Nothing in the provisions contained herein shall be construed as creating an employer-employee
or a principal-agent relationship between the parties.

The ​SECOND PARTY​, ​as an ​Independent Contractor​, ​shall be solely responsible for his/her membership
in and contributions to social welfare institutions as prescribed by the law of the country (s)he is residing.

5. BUSINESS PERMIT​. As an Independent Contractor, the ​SECOND PARTY ​is responsible to

comply with government requirements mandatory for self-employed individuals during the term of the contract.

6. TUTORS WORKING OVERSEAS. ​In case the ​SECOND PARTY decides to work or to live
overseas outside Philippine jurisdiction and continues to work under this contract for services, ​SECOND PARTY is
bound to all obligations and terms related in this contract including among others, the payment method for the
services provided and the obligation to pay taxes. ​SECOND PARTY shall relieve the ​FIRST PARTY ​of any suits,
judicial reliefs, penalties, and accountabilities that may be imposed by lawful authorities when working or living
abroad.

7. CONFIDENTIALITY​. The ​SECOND PARTY shall treat with utmost confidentiality all information
made known or disclosed to him/her in the course of his/her tutorial classes, any information which has been or may
have been supplied to him/her by the ​FIRST PARTY during the execution of this ​Contract ​and ​all information about
the ​FIRST PARTY and the clients, and shall not divulge or share said information to any third party even after the
termination of this ​Contract​, without the prior written consent or authority of the ​FIRST PARTY and the clients. Upon
the termination of this ​Contract ​for any reason whatsoever, the ​SECOND PARTY shall return to the ​FIRST PARTY
or destroy all copies of any and all Intellectual Property that may be in the possession of the ​SECOND PARTY.

8. NON-COMPETITION​. ​SECOND PARTY shall refrain from engaging into, contracting with, or being
employed in other online language tutorial services of similar nature and/or related with the business of the ​FIRST
PARTY​. Violation of this provision shall mean automatic termination of the ​Contract for Services​. This provision
prevails for a period of one (1) year even after the termination of the contract. ​SECOND PARTY acknowledges that
the prohibition and restriction in this clause are reasonable and necessary to protect the business of the ​FIRST
PARTY​.
07/07/2021
9. TERM​. This ​Contract ​shall commence on ___________ and shall be valid for one (1) year unless
sooner terminated by mutual agreement of the parties. Failure to notify the ​FIRST PARTY of the termination of the
contract within thirty (30) days before the expiration period is deemed renewed for all purposes.

Either party may pre-terminate this ​Contract ​WITHOUT CAUSE at any time before the end of the term by
giving the other party a written notice of termination at least thirty (30) days before the effectivity thereof. Provided,
that in case of any violation by the ​SECOND PARTY of any of the terms and conditions herein (e.g. breach of
contract), the ​FIRST PARTY shall have the right to immediately pre-terminate this ​Contract ​without need of court
action, effective upon notice to the other party of such termination with a right to claim damages and penalties, if any,
against the ​SECOND PARTY​.

10. DEACTIVATION​. In case the ​SECOND PARTY is deactivated, this ​Contract is deemed terminated.
Deactivation means the ​SECOND PARTY fails to teach for more than ninety (90) days counted from the last day the
class is conducted.

11. FEE​. The ​SECOND PARTY shall receive a fee of ​Sixty (Php60.00) Philippine Pesos only​, if any,
for every properly completed lesson which shall not exceed ​twenty-five (25) minutes​. ​SECOND PARTY shall pay
for the tax liabilities, if any, arising from the said transaction.

The ​SECOND PARTY agrees to the Rules and Guidelines set forth by the FIRST PARTY in the conduct of
its operations. The ​SECOND PARTY consents the deductions in the event of penalties for lesson cancellations and
violations of the Critical Banned List from the service fees of the​ SECOND PARTY​.

The ​SECOND PARTY acknowledges that any failure, defect or incompleteness in the class including, but
not limited to, deviation by the ​SECOND PARTY from any of the procedures required by the ​FIRST PARTY and the
conduct of the class for less than twenty-five (25) minutes due to any reason whatsoever, including, but not limited to,
problems with internet connection, computer hardware or power, may be considered as a failure of conducting the
class. In such instances, the ​FIRST PARTY reserves the right to determine whether said class should be credited in
favor of the ​SECOND PARTY​ for purposes of computing the ​SECOND PARTY​’s fees.

The ​FIRST PARTY shall pay the service fee through the bank account provided by the ​SECOND PARTY​. In
case of a problem in the payment system of the ​FIRST PARTY​, ​BIBO Philippines​, a sister company of the ​FIRST
PARTY​,​ ​duly established under the Philippine laws, shall proceed with the payment in favor of the ​SECOND PARTY​.

12. QUALITY OF LESSONS​. The ​SECOND PARTY shall maintain professionalism and the standard
quality of lesson prescribed by the ​FIRST PARTY​. Failure to do otherwise may result in the cessation of this
Contract​.

13. CORE RULES. FIRST PARTY ​establishes guidelines to regulate the conduct of the business and
to maintain the quality of the lessons. It is in no way intended to control the means and methods of the tutorial classes
conducted by the ​SECOND PARTY​. The Core Rules will form part of this contract as any violation committed may
constitute breach thereof. Section 13 may apply for breach of this section as it may deem proper.

14. PENALTIES. ​In case of violation or breach of any of the provisions of this ​Contract​, the ​SECOND
PARTY shall be liable for ​liquidated damages in the amount of ​Two Hundred Thousand ​(​P200,000.00) Philippine
Pesos​ plus forfeiture or deduction of the service fees, if any, at the discretion of the ​FIRST PARTY​.
 15. DATA PRIVACY​. DMM.com LLC is the Data Controller of all the personal information collected and
processed in the course of business of DMM Eikaiwa and its subsidiaries. Its subsidiaries also known as Data
Processors include among others, BIBO Global Opportunity, Inc. (Philippines), BIBO Global Opportunity Singapore
PTE LTD., Engoo Taiwan, Engoo Korea, and Engoo Thailand. The Data Processor will only process the Personal
Data on documented instructions of the Data Controller as to the extent that is appropriate for the provision of the
services.

The ​FIRST PARTY ​as Data Processor takes the obligation to protect the data of the ​SECOND PARTY​.
However, upon signing of the contract, the ​SECOND PARTY acknowledges and allows the ​FIRST PARTY to obtain
the personal information of the ​SECOND PARTY​.

SECOND PARTY ​also ​consents to the uploading of his/her photograph, video, and sensitive information,
including, but not limited to, name, age, school and educational attainment, in ​FIRST PARTY and associated
websites for access by current and prospective clients and the general public. As such, the ​FIRST PARTY may, at
any time and for any reason, delete or remove or change the websites without notice from ​SECOND PARTY​.
SECOND PARTY​, when chosen as brand ambassador permits the ​FIRST PARTY and its representatives ​to
use the former’s images and videos for promotional and marketing purposes. ​SECOND PARTY grants the company
and its assigns, the permission either wholly or in part, the perpetual, irrevocable, and unrestricted right to use and
publish videos and/or photographs of the ​SECOND PARTY exclusively for ​FIRST PARTY’s advertising which may
include video streaming and social media sites of third parties contracted by the ​FIRST PARTY​.

More so, the ​SECOND PARTY acknowledges that any actions performed during classes/lessons may be
recorded by the ​FIRST PARTY​, which may include, but is not limited to, video and audio recordings of lessons,
contents of chat and lesson notes, navigation data through the site, and interaction data such as highlighting, typing
and scroll behavior. The ​FIRST PARTY shall hold exclusive ownership over the recorded lessons of the ​SECOND
PARTY​.

FIRST PARTY may retain the personal data even after the contract ends with the ​SECOND PARTY so long
as the retention is in compliance with the retention policy of the ​FIRST PARTY​. The collected data may be retained
and used for quality monitoring purposes, provision of service, reference, research and development, process
improvement, and advertising. The ​FIRST PARTY also reserves the right to share the collected information to third
parties for process improvement, and research and development purposes.

There is cross-border data transfer of Personal information of the ​SECOND PARTY ​to the other subsidiaries
in connection to the business operation of DMM Eikaiwa, particularly BIBO Global Opportunity Singapore PTE LTD.,
Engoo Taiwan, Engoo Korea, and Engoo Thailand. In the event that the local enforcement agencies who have the
jurisdiction over the subsidiary company enforce its power to collect, search, and possess personal data of the
SECOND PARTY, consent of such collection, search, and possession must be acquired from the ​SECOND PARTY​.
Instances that do not require consent of the data subject, and regardless of the purpose for which the data were
originally gathered are the following:

1. The information is required for ​safeguarding national security​; or

2. Failure to provide the data would prejudice the ​prevention or detection of crime​, the
apprehension or prosecution of offenders​, or the ​assessment or collection of any tax or
duty​.

The subsidiary company subject for compliance shall provide the personal information of the ​SECOND
PARTY in proportion to what is necessary and in compliance of the order of the local enforcement agencies for the
prevention of a real danger and prosecution of a specific criminal offence.

Kindly refer to the Data Privacy Notice of the ​FIRST PARTY ​for detailed information about data privacy.
 16. INTELLECTUAL PROPERTY. ​The ​FIRST PARTY’s name and logo and any and all documents,
outlines, manuals, modules, website contents and materials of any type or form, which may be the lawful subject
matter of copyright or intellectual property protection (“Intellectual Property”) and which the ​FIRST PARTY has made
available to the ​SECOND PARTY​ in connection with this contract​ ​shall be exclusively owned by the ​FIRST PARTY​.

The ​SECOND PARTY agrees that it does not and shall not hold any interest in the Intellectual Property
provided by the ​FIRST PARTY for use by the ​SECOND PARTY ​in ​connection with the tutorial services rendered
under this contract. The ​SECOND PARTY shall not copy, reproduce or use in any way said Intellectual Property for
any purpose unrelated to the performance of services under this contract, without the prior written consent of the
FIRST PARTY​.

This clause shall survive the termination of this ​Contract for Services​.

17. ASSIGNMENT. The ​SECOND PARTY ​is prohibited from assigning or transferring this Contract or
any interest or rights (s)he may have hereunder to another person without the prior written consent and approval of
the ​FIRST PARTY​.

18. NON-WAIVER OF RIGHTS​. The failure of one party to insist upon a strict performance of any of
the terms, conditions and covenants hereof, shall not be deemed a relinquishment or waiver of any right/remedy that
said party may have, nor shall it be construed as a waiver of any subsequent breach of the same or other terms,
conditions or covenants. Any waiver, extension or forbearance of any of the terms, conditions and covenants of this
contract by any party hereto shall be in writing and limited to the particular instance only and shall not in any manner
whatsoever be construed as a waiver, extension or forbearance of any other terms, conditions and/or covenants of
this contract​.

19. EXCLUSIVE JURISDICTION AND GOVERNING LAW​. The ​FIRST PARTY and the ​SECOND
PARTY agree to submit to the personal and exclusive jurisdiction of the courts of Manila, Philippines, without regard
to conflict of laws principles, for the purpose of resolving any dispute between the parties arising out of, breach or
violations, or conflicts relating to any of the terms and conditions of the ​Contract​, or access or use of service ​to the
exclusion of any other courts.

20. SEPARABILITY​. ​In case any stipulation, clause, sentence, paragraph or any part of this ​Contract
shall be declared invalid, the remainder of this ​Contract​, or any provision not affected thereby, shall remain valid and
enforceable between the parties and in force and effect.

IN WITNESS WHEREOF​, the parties have hereunto affixed their signature on the date and at the place first
written above.

RENEROSE MANAHAN TORRES

KENTARO SAKANE (First name, Middle Name, Last Name)
______________________ _______________________________
FIRST PARTY ​SECOND PARTY
(Representative of BIBO Global Opportunity, Inc.) ID NO: ______________
​(government issued ID number)
 REFERENCE NUMBER
B4F8EBDA-444B-46CC-91A9-14F56DCCF91D

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TRANSACTION DETAILS DOCUMENT DETAILS

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B4F8EBDA-444B-46CC-91A9-14F56DCCF91D [ENGOO PHILIPPINES] PH New Contract for Services
Transaction Type Filename
Template Signer Link ph_v1221.pdf
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