SOFTWARE DEVELOPMENT CONTRACT

CONTRACT NO.: OC8182022

PROJECT NAME: Online Casino

PARTY A:

PARTY B: Mark Angelo L. Sison

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 TABLE OF CONTENTS

Section 1 Definitions.................................................. 3

Section 2 Project Contents and Requirements..............................4

Section 3 Contents of Construction Project...............................4

Section 4 System Design Proposal.........................................5

Section 5 Training.......................................................5

Section 6 Documentation..................................................5

Section 7 System Acceptance Inspection...................................6

Section 8 Contract Amount and Payment Method.............................7

Section 9 Quality Assurance..............................................7

Section 10 Service and Maintenance........................................8

Section 11 Construction Period and Construction Project Progress..........8

Section 12 Force Majeure..................................................9

Section 13 Breach of Contract.............................................9

Section 14 Confidentiality...............................................10

Section 15 Patents and Intellectual Property Rights (3 rd Party)............11

Section 16 Software Copyrights and Licenses..............................11

Section 17 Dispute Resolution Method.....................................11

Section 18 Contract Modification.........................................11

Section 19 Contract Validity, Cancellation and Termination...............12

Section 20 Miscellaneous.................................................12

Section 21 Signing...................................................... 16

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SOFTWARE DEVELOPMENT CONTRACT

SECTION 1 DEFINITION

________________________ (hereinafter referred to as "PARTY A") hereby authorized

Mr. Mark Angelo L. Sison and party (hereinafter referred to as "Party B") to
undertake the technology development and implementation for the "Online Delivery
System." Based on Party A's requirements, Party B will be responsible for the
system proposal design, system installation, system tests, and documentation, and
it will provide Party A with the related services that are agreed upon in this
contract. In accordance with the relevant provisions of the "Contract Law of the
People's Republic of Philippines" and applicable regulations, and in order to
specify the rights, obligations, and economic responsibilities of both parties.
Both parties have agreed through consultation to sign this contract. The contract
terms are specified below:

The terms listed below should have the following meanings in this contract:

1.1 "Party A" refers to "________________________" the client requesting the

technical development of the "Online Delivery System.”

1.2 "Party B" refers to "Mark Angelo L. Sison" the development party for this
"Online Delivery System."

1.3 "One contracting party" refers to either Party A or Party B.

1.4 "Both contracting parties" refers to Party A and Party B.

1.5 "The contract" refers to this contract, and to all of its inseparable
attachments that make up the contract.

1.6 "The system" refers to the set of applications consisting of the design
proposal, design software, and related hardware and software equipment to
be provided in accordance with the requirements contents that are set
forth in the "Requirements Report" on the " Online Delivery System."

1.7 "Third party software" refers to software outsourced from third party such
as operating systems and databases that are attached to the hardware
equipment or that are essential to the proper operation of the whole
system.

1.8 "Application software" refers to application programs that are the

development responsibility of Party B and that will ultimately be turned
over to Party A to meet Party A's requirements.

1.9 "Technical documentation" refers to all technical parameters, drawings,

designs, manuals, and other proprietary information that are specified in
the contract and to related documents on the calculation, operation,
maintenance, and testing of the system.

1.10 "Technical services" refers to services that are provided in accordance

with the contractual provisions, such as system design, installation

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 supervision, installation, testing, debugging, inspection, system
operation, maintenance, support, and others.

1.11 "Software upgrades" refer to program modifications and corrections that

are performed by Party B, including code changes and alterations of
enduser documentation that do not materially change program indices or
involve version upgrades.

1.12 "Version upgrades" refer to major improvements of application programs

which are certified by Party B to be new versions. Such improvements
expand, alter, and enhance programs by increasing functions and
performance while retaining the design purposes of the original programs.

1.13 "The construction site" refers to the system's specific installation and
debugging location as designated by Party A.

1.14 "Training" refers to the installation, debugging, start-up, and operating

maintenance principles and the actual operation of the system that are
taught to Party A by Party B, as well as to other related knowledge.

1.15 "The final test" refers to the last test before the system goes into
regular operation. The test contents include all of the system's hardware,
the operating stability of the third party software, the application
software and the operating stability of the specially developed software.
They also include completeness of documentation and training progress.
After the system passes the final test, it goes into regular operation.

SECTION 2 PROJECT CONTENTS AND REQUIREMENTS

2.1 Party A intends to invest in building “Project Requirement”.

2.2 Based on Party A's requirements, Party B will perform such work as writing
the requirements analysis report, design the system proposal, installation
of the testing system, and providing technical support.

2.3 Party B will provide all the apps and the source code once the project
module was finished. Provided no tampering will be done by the Party A.

2.4 For the detailed requirements, see the process flow "Requirements
Analysis Report (blue print)".

SECTION 3 CONTENTS OF CONSTRUCTION PROJECT

3.1 The construction project contents that are referred to in this contract
should include but are not limited to the ones listed below:

- System design proposal “include our interface”

- Hardware equipment test installation, debugging, and acceptance

inspection

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 - “Online Delivery System” installation, debugging, and acceptance
inspection

- System testing and acceptance inspection

- Training of Party A's employees

- Provision of technical documentation

- Service and maintenance

SECTION 4 SYSTEM DESIGN PROPOSAL

4.1 Party B promises to draw up a design proposal that meets the project
development requirements based on Party A's needs. After obtaining Party
A's consent, this design proposal will be regarded as the basis for the
development of the said project.

4.2 After the project design proposal is approved by Party A, Party B is not
entitled to unilaterally revise this proposal. If this proposal needs to
be revised upon Party B's initiative, Party A's consent must be obtained.
Moreover, the new design proposal will be valid only after the revised
design proposal is presented to Party A.

4.3 If this proposal needs to be revised upon Party A's initiative after it
has been accepted and signed off, Party A should notify Party B in
writing, and Party B should draw up a new design proposal as soon as
possible based on Party A's needs and submit it for Party A's consent. If
Party B devotes more than eight hours of staff work because the revision
scope is too large, both parties should determine through consultation the
additional costs that Party A is required to pay.

SECTION 5 TRAINING

5.1 Party B promises to draw up a training program based on the project

requirements (for details, see the "Training Program"). After obtaining
Party A's consent, such trading program will be regarded as the basis for
the training.

5.2 Party B promises to provide technical training to Party A's technicians,

and the time schedule for training will be jointly agreed upon by both
parties.

SECTION 6 DOCUMENTATION

6.1 Party B promises to provide all related documentation (for details, see
the "Provided Documentation List") during the system development process
until the acceptance inspection work is completed and pass the acceptance
inspection.

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6.2 Party B promises to cooperate with Party A at the time of system
modifications or updates and upgrades, and to promptly provide updated or
corresponding documentation (user manual).

SECTION 7 SYSTEM ACCEPTANCE INSPECTION

7.1 Acceptance Inspection Criteria

7.1.1 Party B promises to be responsible for drawing up the technical

specifications, criteria, and progress plans for the final test of
the system. In order to ensure that the said project is completed in
accordance with the pre-determined schedule and quality, Party A is
entitled to conduct regular phased inspections and acceptance
inspections of the project, and the acceptance inspection criteria
will be in the "Requirements Analysis Report" that is jointly signed
by both parties. In the inspection process, if Party A discovers
inappropriate issues in the original requirements, it may suitably
revise the requirements; if
the revision of the requirements is too large and increases Party
B's development difficulties outside the signed off scope,
Party B is entitled to claim for
increased expenses.

7.1.2 Party B consents to the organization by Party A of the relevant team

of experts to conduct the final test of the system, and only Mark
Angelo Sison is the main representative to cooperate with
Party A in the completion of the project acceptance inspection work.
For the system's final test criteria, see the "System Acceptance
Inspection Proposal".

7.1.3 Party A agrees to sign the initial test and final test reports with
Party B after the work is completed and the system has passed the
final test.

7.2 The Final Test of the System

7.2.1 If, after the installation and debugging of the application software
is completed and the system enters the test operation stage, the
system operates smoothly for 28 consecutive days, the application
software programs are stable, the documentation is complete, and
appropriate progress has been made in training, then the system is
ready for the final test. After the end of its test operation stage,
the system can undergo its final test, and Party B will present a
written final test request.

7.2.2 Party A must organize the final test of the system within 15 days
after receipt of Party B's final test request.

7.2.3 Before the final test, Party B should provide all of the
construction project documentation and the installation test report,

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 and it should also provide the final test documentation. The final
test may proceed after Party A's consent is obtained.

7.2.4 The final test of the system should be carried out with the
participation of Party A's technicians and in accordance with the
provisions of the "System Final Test Report", and Party B's
technicians will conduct the specific test work. The test results
should be recorded in detail, and the participating staff of both
parties should sign and certify each item. The entire test results
must be signed by the representatives of both parties.

7.2.5 After the system passes the final test, the System Final Test Report
should be signed by the representatives of both parties within 5
days after the completion of the test.

7.3 The System's Official Operations Warranty Period

7.3.1 Starting on the day that the final test report is passed and signed,
the system automatically enters the official operations warranty
period, which lasts for one year free of charge.

7.3.2 During the warranty operations period, if upon Party A's request,
not more than 2 to 12 hours reaction time
Party B's technicians should provide full technical support.

7.3.3 During the warranty operations period, if Party A’s system was
(Source code) tampered modification by Party A’s technician or other
3rd party, the free one-year maintenance is voided and, on that
condition, if Party B is asked to do work, then a negotiation on
scope of work of which will be agreed upon.

SECTION 8 CONTRACT AMOUNT AND PAYMENT METHOD

8.1 Contract Amount: Php

8.2 Payment Method: 2 parts = 50% payment initial and 50% at the turn over

SECTION 9 QUALITY ASSURANCE

9.1 Party B is responsible for providing Party A with technical training and
technical advisory services in order to ensure that the system can operate
in accordance with the stipulated criteria under the conditions of correct
configuration, a good environment, and proper maintenance.

9.2 In the course of the project, Party A should provide Party B with the
necessary operations advice and coordinate with Party A's relevant
departments so that they provide necessary support to Party B. When
necessary, Party A should convene the relevant departments to hold an

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 operation coordination conference, in order to ensure Party B's
development progress and development quality.

SECTION 10 SERVICE AND MAINTENANCE

10.1 Party B promises to draw up a service and maintenance program after the
finish of project. After it is approved by Party A, it will be regarded as
the basis for the services and maintenance work.

10.2 During the project implementation process and after the system goes into
operation, Party B promises to provide Party A with the relevant services
and maintenance in accordance with the service and maintenance program.

10.3 After the service and maintenance program is approved by Party A and
certified by both parties, neither party is entitled to revise it
unilaterally (if the maintenance contents need to be revised due to
technical needs, both parties should consult each other and approve the
revisions before the maintenance contents may be revised).

10.4 If the service and maintenance work contents need to be revised due to
Party A's operational needs, Party A should notify Party B in writing.
Party B should consult with Party A immediately, draw up a new service and
maintenance program, and submit it for approval to Party A.

10.5 In order to ensure that the said system operates smoothly and safely after
the project development is complete, Party B promises to provide three
years of maintenance service for the project. The response time for a
software maintenance problem is 12 hours, and the response time for a
database maintenance problem is two hours.

10.6 Party B will provide one year of maintenance service for the project
covered by this contract free of charge, and the maintenance period starts
after the acceptance inspection of the system; it provides three years of
preferential technical upgrading serving for the provided software
products; and it provides free capacity expansion and upgrading upon Party
A's request.

10.7 After the warranty period, Party B promises to continue to provide Party A
with technical support, and Party A is responsible for paying Party B for
the costs and expenses that are actually incurred.

SECTION 11 CONSTRUCTION PERIOD AND CONSTRUCTION PROJECT PROGRESS

11.1 The construction period of this project is from the construction start
date until the representatives of both parties sign the final test report,
which is projected to be 7 months.

11.2 The construction start date of this project is the date on which Party A
makes the advance payment to Party B after the contract takes effect.

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SECTION 12 FORCE MAJEURE

12.1 Force majeure refers to events such as wars, fires, typhoons, floods,
earthquakes, or other events that are regarded by both parties to be force
majeure factors. The confirmation of a force majeure event must be based
on legally valid supporting documents that are provided by an
authoritative body that is jointly recognized by both parties.

12.2 If either party is forced to suspend or postpone the contract performance

due to force majeure event, the contract performance will be
correspondingly delayed, and the postponement period will equal to the
time when the force majeure is in effect.

12.3 The affected party should notify the other party in writing of the
occurrence of a force majeure event as soon as possible.

12.4 After a force majeure event ends or is eliminated, the affected party
should notify the other party in writing as soon as possible that the
force majeure event is ended or eliminated.

12.5 If the force majeure event exceeds 3 months, either party should contact
the other party to resolve the matter of the contract performance. If the
force majeure event exceeds three consecutive months, either party is
entitled to terminate all or part of the contract, and Party B must return
to Party A the amount paid related to the non-performance of the contract.

SECTION 13 BREACH OF CONTRACT

13.1 If, because of Party B, the system cannot be turned over on schedule as
provided in the contract, Party B will be responsible for paying a fine.
Starting on the scheduled date of delivery of the system, Party B will pay
a fine of 0.5 percent of the contract price of the delayed goods for every
week of late delivery. Less than one week will be counted as one week, but
the total fine may not exceed 20 percent of the value of the system that
is delivered late.

13.2 If, because of Party A, there is an overdue payment, Party A should pay a
breach penalty to Party B. After two weeks past the deadline provided in
the payment terms of this contract, Party A should pay a late penalty of
0.5 percent of the overdue amount for every week of late payment. Less
than one week is counted as one week, but the total penalty may not exceed
20 percent of the amount of the late payment.

13.3 Excluding force majeure events, if the construction period is delayed due
to what both parties jointly hold to be Party A's fault (such as the
failure to promptly provide the test environment), Party B assumes no
liability.

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13.4 Excluding force majeure events, if, due to what both parties jointly hold
to be Party A's fault, a system malfunction occurs and causes a production
loss, Party B assumes no liability.

SECTION 14 CONFIDENTIALITY

14.1 Both parties have unanimously agreed through consultation that, while the
contract is in effect and after the contract is terminated, either party
will keep in strict confidentiality the secret information about affairs,
business, or operating methods that it holds pertaining to the other party
and the technical documentation that is provided by Party B. Both parties
will sign a confidentiality agreement. Except with the authorization of
the other party or due to the need for related parties to conduct
operations, neither party may disclose any confidential information at any
time to any person. Both parties further agree not to turn over any
confidential information to any person, unless with the written consent of
other party or due to a reasonable need of one party to fulfill it’s
obligations. Both parties agree not to copy or transcribe confidential
information.

14.2 This clause does not apply to the contents listed below:

(1) Contents that are, when provided, already in the public domain or in
the category of common knowledge;

(2) Contents that are in the public domain through publications or other
reasons (excluding unauthorized actions or negligence), and that
have become common knowledge;

(3) Contents provided by any third party without restrictions, for which
contents the said third party has no express or implicit
confidentiality obligations;

(4) Contents that are required by law to be disclosed to any institution

or organization.

14.3 The software that is provided by Party B is not involved in any copyright
disputes. If the use of software that is provided by Party B results in a
copyright dispute, Party B will assume responsibility for all
consequential losses to Party A.

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 SECTION 15 PATENTS AND INTELLECTUAL PROPERTY RIGHTS (3 rd Party)

15.1 Both contracting parties should protect patents that appear in the
contract.

15.2 Party B guarantees that neither the equipment nor any part of it that
Party A uses in the contract is subject to claims or legal proceedings
filed by a third party concerning infringements of its patents,
trademarks, industrial designs, or other protected rights.

15.3 Party B holds the entire intellectual property rights to software products
that are provided to Party A, and revisions of Party B's software that are
made by Party B for Party A's current work requirements are applicable
only in this project.

SECTION 16 SOFTWARE COPYRIGHTS AND LICENSES

16.1 Copyrights

In this project, Party A purchases the ownership of the Operating System

and it is Party A’s asset to Party B's software products provided. Party
A should use this system within the license provisions.

16.2 Proprietary technology that is involved in the software development as

tools is owned by Party B. The ownership or naming rights to the software
are not transferred to Party A.

16.3 Scope of Permission

Proprietary technology that is involved in the software is protected by

copyright laws and international treaties. Party A may not reverse
engineer, back translate, or decompile this part of the software, except
where the law provides that Party B may not prohibit such actions.

Electronic documentation. Unless otherwise provided, Party A may, in the

reasonable exercise of its rights to use this software, print out the
electronic software documentation that is attached to the software.

SECTION 17 DISPUTE RESOLUTION METHOD

If a dispute arises in the performance of this contract, both parties will

resolve it through mutual consultation. If consultation fails, both parties
consent to its arbitration by the Judicial Courts of Phil.

SECTION 18 CONTRACT MODIFICATION

18.1 In the event that an authoritative body that is jointly recognized by both
parties provides certification, and both parties jointly confirm that a
force majeure event has occurred and has forced the suspension or

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 postponement of the contract performance, the contract performance will be
correspondingly delayed, and the postponement time will equal the time

when the force majeure is in effect. If the force majeure event exceeds
Three months, either party should contact the other party to resolve the
matter of the contract performance. If the force majeure event exceeds
three consecutive months, either party is entitled to terminate all or
part of the contract, and Party B must return to Party A the amount
related to the non-performance of the contract.

18.2 If, excluding force majeure events, certain factors arise in the course of
the implementation of this project that make one party hold that it is
necessary to modify the contract, it must notify the other party in
writing as soon as possible. After obtaining the approval of the other
party through consultation, a new contract must be signed. Otherwise,
neither party is entitled to modify the contract unilaterally.

SECTION 19 CONTRACT VALIDITY, CANCELLATION AND TERMINATION

19.1 The date on which the authorized representatives of both parties sign and
seal this contract is the effective date of this contract.

19.2 The occurrence of any of the circumstances listed below may be cancelled
or terminated:

(1) This contract is valid, and it has been completely fulfilled.

(2) If the force majeure event exceeds three months, either party should
contact the other party, in order to resolve the matter of the
contract performance. If the force majeure event exceeds three
consecutive months, either party is entitled to terminate all or
part of the contract, and Party B must return to Party A the amount
related to the non-performance of the contract.

(3) Excluding force majeure causes, both parties jointly agree to a

nearly cancellation of the contract.

(4) In accordance with the decision of the arbitration agency, the

contract is cancelled or terminated.

SECTION 20 MISCELLANEOUS

20.1 This contract is composed of all of it’s provided terms and the attachments
referred to below:

Attachment 1 NDA - signed by both parties

Attachment 2 Project requirements and deliverable

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 Attachment 3 Schedule of project plan & payments schedule

All of the attachments to this contract are inseparable parts of this contract,
and they have a legal effect equal to this contract.

20.2 The terms of this contract constitute the entire agreement and
understanding reached by both parties on the subject matter of this
contract, and they shall replace and supersede all previous agreements,
understanding, related documents, and presentations.

20.3 Any revisions of or supplements to the terms of this contract must be made
through written documents signed by the authorized representatives of both
parties to the contract. Revisions or supplements that are jointly signed
by both parties have a legal effect equal to this contract. If they
conflict with the terms of this contract, the revisions or supplements will
prevail. This contract consists of four identical original copies, and each
party keeps two copies.

20.4 Neither party may disclose the contract contents to a third party, unless
the advance consent of the other party is obtained. However, if it is
required to submit this contract to a government department concerned for
approval, the consent of the other party is not required.

20.5 Matters not covered in this contract are all implemented in accordance
with the relevant existing laws of the People's Republic of the
Philippines.

IN WITNESS HERE OF, the parties are hereunto affixed their signature this _______________ day of
__________ at the city of ____________________.

PARTY A PARTY B
Client Developer

__________________ __________________
Mr. ________________________ Mark Angelo L. Sison

SIGNED IN THE PRESENCE OF:

__________________ __________________

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

_________________________)S.S

BEFORE ME, a Notary Public for and in the City of ____________________ personnel appeared
the following:

NAME ANY GOVT. ISSUED I.D. DATE/PLACE

________________________ ___________________ ________________

MARK ANGELO L. SISON ___________________ ________________

known to me to be the same person who executed the foregoing instrument consisting of 14 pages
including the page where this acknowledgement is written and acknowledged to me that the same is
their free and voluntary act and deed.

WITNESS MY HAND AND NOTARIAL SEAL in the place and on the date of
______________________.

NOTARY PUBLIC

Doc __________:
Page __________:
Book __________:
Series of 2022

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