BOOKING ENGINE SOFTWARE DEVELOPMENT AGREEMENT KNOW ALL MEN BY

THESE PRESENTS:

This Booking Engine Software Development Agreement is made and entered into this
00 November 2022 at Mariveles, Bataan, by and between:

ANL IT Consulting Inc., a corporation duly organized and existing under the laws
of the Republic of the Philippines with principal address at Rancho-Libis, City of San
Jose Del Monte, Bulacan, represented in this act by Rodrigo Aban, hereinafter
referred to as the "Software Professional"

- and -

Camaya Coast, a prime leisure resort and residential development at Mariveles,

Bataan, represented in this act by name, hereinafter referred to as the "Client".
Client and Software Professional may be referred to individually as 'Party' and
collectively as "Parties".

WITNESSETH:

WHEREAS Client needs a Booking Engine Software.

WHEREAS Software Professional has the knowledge and skill to design and develop a
Booking Engine Software; WHEREAS Client would like to engage Software
Professional to design and develop a Booking Engine Software. NOW THEREFORE, in
consideration of the foregoing terms, the Software Professional and Client agree as
follows:

I. DESCRIPTION OF SERVICES

Software Professional shall design and develop a Booking Engine Software (the "Works") for
Client with the following specifications:

 Booking Engine Software Name: Camaya Pad Booking

 Booking Engine Software Address: www.camayapadbooking.com
 Booking Engine Software Description:
o The Official Booking Platform for Camaya Coast Pad

The Software Professional will provide the following specific Services for the development of
the Booking Engine Software:

 Develop the entirety of the Booking Engine Software including designing the theme
for the user and admin interface. The Booking Engine Software should include the
booking engine system software, admin, and user interface, as requested by the
client.

The Software Professional will provide the following specific Services for the development of
the Booking Engine Software:

 Coding and creating the Booking Engine from the ground up.

The Services will include edit rounds for the design of the Booking Engine user and admin
interface and edit rounds for the development of the Booking System. These edits include
the following components: __________
 If the Client wishes to alter the Booking system beyond the initial description of the Services
and/or beyond the included edits, Software Professional will still be owed all fees before any
additional edits are made. Software Professional shall also invoice for additional edits, which
will be determined at the time the edits are discussed.

II. SCHEDULE AND MILESTONES

The Services will be completed by 00 Month 20__. Software Professional agrees to the
following milestones: __________

III. BOOKING PLATFROM WEBSITE HOSTING

Client understands and agrees that a separate hosting package is required for the Website
of the booking platform. Client agrees to purchase and maintain such Website hosting
throughout the duration of this Agreement. If the Booking platform Website is not properly
hosted by the expected termination of this Agreement, Software Professional shall not be
responsible for moving the constructed Website to Client’s Software host.

IV. DOMAIN NAME

Client shall register the domain name and Software Professional shall have no right,
interest, or title in and to Client's domain name. If, by agreement of the Parties, Software
Professional is listed as a registrant or contact for the domain name, Software Professional
shall, upon termination of this Agreement or request of the Client, take all actions necessary
to transfer the name of the registrant and contact information for the domain name to
Client or Client's representative within five (5) days from the date that Client provides all
the information required to transfer the registrant and contact information for the domain
name. Software Professional shall not be liable for any delay in the transfer due to the
Client's delay in providing all the information required to effectuate the transfer.

V. MATERIALS

Client will provide all materials and content that will be used for the Booking Platform,
including all text and images. Client will provide the materials and content in the following
format: __________

Client will provide all the materials and content within a reasonable time for Software
Professional to meet the deadlines and milestones in this Agreement or otherwise
specified in another document agreed upon by both Parties. Software Professional
will not be liable for any delay caused by Client's delay in delivering the materials
and content.

VI. PROFESSIONAL WARRANTIES

Software Professional represents and warrants that Software Professional has the
knowledge, skills, and experience necessary to perform the Services. Software Professional
agrees that all intellectual property produced through the Services will be entirely original
and will not infringe upon the intellectual property of any third party. Software Professional
also guarantees that the final Works produced through the Services will be free from any
plagiarism or likeness to Works not belonging to or created by Software Professional. The
Works will become the intellectual property of Client.

VII. TOOLS

All license fees for the tools that will be used to perform the Services, such as computer
programs, codes, search engines, toolbars, plug-ins etc. are included in the fees and Client
 will not be charged any additional fee for licenses to use said tools unless otherwise agreed
upon by the Parties.

Client will own all right, title, and interest in and to the licenses for the Tools purchased and
used exclusively for the Services.

Software Professional may own a license to use certain tools (Software Professional's Tools)
for the performance of the Software design and/or development services to clients.
Software Professional may use Software Professional's tools to perform the Services for
Client, however, Software Professional owns all right, title, and interest in and to the
Software Professional Tools. Software Professional grants Client a non-exclusive, worldwide
license to use the Software Professional's Tools in connection with the operation of the
Software. Such license is subject to the payment of all necessary and required fees.

VIII. FEES

Client will pay the following fees for the design and development of the Software:

Client will pay the fees as follows: __________

Client agrees to reimburse pre-approved expenses and costs. Such expenses and costs shall
be accompanied by receipts and reasonable supporting documentations. The Parties will
agree on the expenses that will be reimbursed by Client prior to the expenses being
incurred.

All payments will be made and accepted as follows: __________

IX. EDITS

Client shall inform Software Professional of any required edits, as described in a previous
section, within the following period from receipt of the Software: __________

If Client does not inform Software Professional within the said period, the Software shall be
considered accepted, and no further changes shall be permitted.

X. DELIVERY

Upon completion of the Booking Engine Software, the Software Professional shall submit all
the code, documentations, reports, images, text, and other materials developed and/or
used by the Software Professional that will be necessary for the operation of the Booking
Engine Software (the "Deliverables"). The Deliverables shall not include any third-party
software, Software browsers, and hardware. The Deliverables shall be delivered in the
following format: __________

XI. BACK-UP

Software Professional shall maintain its backups for the Software for the following period
after the Clients acceptance of the Software: 3 years (the "Back-Up Period").

Software Professional shall delete and destroy all copies of the Deliverables, back-ups, and
final or working copies of the Software from Software Professional's storage upon
termination of this Agreement or upon expiration of the Back-Up Period. Client may request
against such deletion only through a written notice sent to the Software Professional which
Software Professional accept or reject at their sole discretion.

XII. MAINTENANCE

Software Professional shall not be responsible for maintaining the Software unless the
Parties specifically agree through a written agreement.
 XIII. SUBCONTRACTORS

Except for any other person specifically authorized and engaged by Client, no other person
or entity may perform the Services other than Software Professional and Software
Professional's employees who shall likewise be bound by the terms of this Agreement,
including the Confidentiality Clause. If required by Client, Software Professional's employees
shall likewise sign agreements that are sufficient to comply with the terms of this
Agreement.

XIV. EXPANSION OF SCOPE

If any Services beyond those expressly outlined in this Agreement are required, including
any additional edits to the Software as discussed above, Client will submit a written request
to Software Professional for the additional services. Software Professional will evaluate the
required additional work and, if available, send a quote to Client.

Client and Software Professional are under no obligation to work with each other at the
termination of this Agreement or the completion of the Services contemplated hereunder.

XV. NON-EXCLUSIVITY

Client and Software Professional hereby acknowledge and agree that nothing contained
herein is to establish an exclusive relationship between the Parties. Software Professional
shall be free to continue working for and taking on new clients, without regard to Client.
Software Professional does not need Client approval for any such work.

XVI. CLIENT LEGAL REQUIREMENTS

It is the Client's sole and exclusive responsibility to ensure that all legal requirements for
Client’s business are met. Such legal requirements include, but are not limited to, ensuring
claims on advertising and graphics are true, accurate, and may be legally stated, as well as
ensuring all products are lawful. Software Professional shall not be responsible for any legal,
technical, or regulatory specifications.

XVII. TERMINATION

Unless earlier terminated by either Party, this Agreement shall continue in effect until the
Services has been completed by the Software Professional.

Client may, at any time, terminate this Agreement through a written notice. Upon receipt of
the notice, Software Professional shall inform the Client of the progress of the Software and
provide Client with an invoice of the fees due for the Services already performed. Client
agrees to pay all amounts due for the Services already rendered. Once all due amounts
have been paid, Software Professional shall deliver whatever work or Deliverable that exists.

This Agreement, including failure to make timely payments of any amount due, within
Fifteen (15) days after Software Professional gives a written notice of said default or breach.

Upon the termination of this Agreement, Software Professional shall delete all confidential or
proprietary information on any of the Software Professional's computer systems, except
information necessary to maintain a complete back-up of the Works, in which case Software
Professional shall delete all remaining confidential or proprietary information upon the
expiration of the period for maintaining the back-up. Software Professional shall certify to
Client in writing that the Software Professional has made the required deletions.

XVIII. CONFIDENTIAL OR PROPRIETARY INFORMATION

 Software Professional hereby acknowledges and agrees that Software Professional may
receive confidential and/or propriety information relating to Client's business. Such
information may include, but will not be limited to, client lists, client notes, specifications,
project information, plans, and/or technological resources. The confidential and/or
proprietary is significantly important to Client's business and it has been developed or
obtained overtime, with significant resources involved. Software Professional understands
and agrees that any unintended disclosure of any of the confidential and/or proprietary
information would be significantly detrimental to Client. As such, Software Professional
agrees that they shall:

A. Not disclose the confidential and/or proprietary information by any means not
authorized by the Client to any third parties.
B. Not copy or duplicate the confidential and/or proprietary information unless
specifically directed to do so by the Client.
C. Not use the confidential and/or proprietary information for any purpose except those
expressly authorized by the Client.
D. Inform Client immediately if Software Professional becomes aware of any
unauthorized use or disclosure of the confidential and/or proprietary information.

This clause shall survive the termination of this Agreement for five (5) years.

XIX. TRADEMARKS OF CLIENT

Client grants Software Professional a limited, non-exclusive, revocable license to use the
Client's trademark for the design and development of the Software, which license may be
terminated at any time by Client, at its sole discretion, upon a Ten (10) Day notice. No
other right to the license is granted to Software Professional under this Agreement in
relation to the Client's trademarks.

Software Professional acknowledges Client's ownership to the said trademarks and shall not
file any applications or assert any rights to them.

XX. INTELLECTUAL PROPERTY

Software Professional agrees that all inventions, trade secrets, confidential and/or
proprietary information, and work-product conceived, created, or developed by Software
Professional which are (a). related to the Client's actual business or research and
development; or (b). developed, made, or discovered by Software Professional during the
performance of Software Professional's duties for the Client, i.e., all the Works created, shall
be the property of the Client. Software Professional hereby assigns to the Client the entire
right, title, and interest in and to the Works and in and to all proprietary rights therein or
based thereon including, without limitation, all copyrights, patents, trademarks, or other
intellectual property rights relating to the Works.

XXI. PORTFOLIO USE

Notwithstanding the foregoing, Software Professional shall be permitted to use all Works in
Software Professional's professional portfolio, after such Works has been made public by the
Client. Nothing contained herein shall limit Software Professional's such right.

XXII. CREDIT

Client shall credit Software Professional's names on the Software created hereunder in a
manner agreed to by the Parties in writing prior to the online publication of the Software.

XXIII. INDEMNIFICATION
 Software Professional and Client shall each defend, indemnify, and hold the other harmless
(including all affiliates, officers, directors, employees, agents, successors, and assigns) from
and against all losses, damages, liabilities, and deficiencies, actions, judgments, interest,
awards, penalties, fines, costs, or expenses of whatever kind (including reasonable
attorney’s fees) arising out of or resulting from bodily injury, death of any person, damage,
real or intangible, to personal property arising out of their own acts or omissions, or the
breach of any representation, warranty, or obligation under this Agreement.

XXIV. DISPUTE RESOLUTION

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the
breach, termination, or invalidity thereof, shall finally be resolved by arbitration in
accordance with the rules of the Philippine Dispute Resolution Center ("PDRCI").

XXV. RELATIONSHIP OF THE PARTIES

The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed
to constitute a partnership, joint venture, agency, or employment relationship or otherwise,
between the Parties and that this Agreement is for the sole and express purpose of the
rendering of the specific design and development services by the Software Professional to
the Client under the terms and conditions herein. Software Professional is an independent
contractor for Client.

XXVI. ASSIGNMENT

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or
otherwise transferred in whole or in party by either Party.

XXVII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents as are reasonable and necessary for the
proper implementation of this Agreement.

XXVIII. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the
Republic of the Philippines.

XXIX. WAIVER

Failure of either party to insist, in one or more instances, the strict performance of any of
the terms of this Agreement, or to exercise any portion herein contained, shall thereafter
not be construed as abandonment or cancellation or waiver of such term. No waiver shall be
deemed to have been made unless expressed in writing and signed by the party granting
the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of
any other term or provision or of the same provision on a future date.

XXX. COUNTERPARTS

This Agreement may be executed in counterparts, all of which constitute a single

agreement. If the dates set forth at the signatures of this document are different, the
Agreement shall be considered effective as of the date that both Parties signed the
Agreement.

XXXI. SEVERABILITY

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the
validity of any other provision. If any provision of this Agreement is held to be invalid, the
 Parties agree that the remaining provisions shall be deemed to be in full force and effect as
if they had been executed after the expungement of the invalid provision.

XXXII. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be
construed as exclusive unless otherwise required by law.

XXXIII. HEADINGS

Pleadings are for convenience only and do not affect the interpretation of this Agreement.

XXXIV. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between the Software Professional and the
Client and supersedes all prior negotiations, representations, agreements, either oral or
written.

XXXV. AMENDMENTS AND MODIFICATIONS This Agreement may be amended only by a written
instrument signed and agreed upon by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and
place first stated above

ANL IT Consulting Inc.

Booking Engine Professional

By:

Rodrigo Aban

Chief Executive Officer

Client

By:

_____

Officer of Camaya Coast

ACKNOWLEDGMENT

Republic of the Philippines)

Province of Bataan)

City or Municipality of Mariveles) S.S.

BEFORE ME, a Notary Public, for Camaya Coast, Mariveles, Bataan, this day of, 20_____
personally appeared the following persons:

1. Rodrigo Aban, in their capacity as the duly authorized representative of ANL IT

Consulting Inc., with the following competent proof of identification: Driver's License
with number __________ which expires on _______.
2. ____, in their capacity as the duly authorized representative of Camaya Coast, with
the following competent proof of identification: Driver's License with number
__________ which expires on _______.
All known to me to me and to me known to be the same persons who executed the
foregoing BOOKING ENGINE SOFTWARE DEVELOPMENT AGREEMENT and they
acknowledged to me that the same is their free and voluntary act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the
date and at the place written above.

Doc No. _____

Page No. _____

Book No. _____

Series of. _____