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This Memorandum of Agreement is made and entered into this ________ day of ___________,
2017 by and between:
KABAYAN CABLE TV SYSTEMS INC., a corporation duly registered under and by virtue of
the laws of the Philippines with business address at 117 Roman Kalalo St. Brgy. Poblacion San
Jose, Batangas represented by its Corporate Secretary, MR. LAWRENCE S. TUPAZ hereinafter
referred to as the FIRST PARTY;
-and-
SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC), a duly registered
cooperative under the Cooperative Development Authority and with business address at Sorosoro
Ibaba, Batangas City represented by its Chief Executive Officer, HON. RICO B. GERON
hereinafter referred to as the SECOND PARTY;
WITNESSETH;
WHEREAS, FIRST PARTY is engaged in the business of installing, operating and
maintaining a cable television system facility, a guarantee of a Provisional Authority to operate in
San Jose, Batangas by the National Telecommunications Commission, and has the
equipment/facilities, including the head-end, to receive directly or indirectly over the air the signals
being broadcast by television or satellite stations;
WHEREAS, SECOND PARTY is likewise engaged in the business of installing,
operating and maintaining a cable television system facility, a grantee of Provisional Authority to
operate in Batangas, City and desires to consolidate its system with the FIRST PARTY;
WHEREAS, by sharing, FIRST PARTY shall receive directly or indirectly over the air
the signals being broadcast by television or satellite stations and shall amplify or otherwise
modulate and process the said signals and shall distribute the same, by cable, to its subscribers and
to SECOND PARTYs subscribers;
WHEREAS, the SECOND PARTY has agreed to render such services to the FIRST
PARTY with consideration agreed upon; and
NOW, THEREFORE, for and in consideration of the foregoing, this Agreement is entered
by and between the FIRST PARTY and the SECOND PARTY with the following covenants, to
wit:
I. GENERAL PROVISION
a. This Agreement constitutes the whole of this Agreement between the Parties hereto
relating to the matters dealt with herein and, save to the extent otherwise provided
herein, no undertaking, representation, term or condition relating to the subject
matter of this Agreement not incorporated in this Agreement, shall be binding on
any of the Parties;
b. No variation, addition, deletion, or agreed cancellation will be of any force or
effect unless in writing and signed by or on behalf of the Parties hereto. Failure or
delay on the part of any Party hereto in exercising any right, power or privilege
hereunder will constitute or be deemed to be a waiver thereof, nor will any single
or partial exercise of any right, power or privilege preclude any other or further
exercise thereof or the exercise of any other right, power or privilege;
c. Save as otherwise herein provided, neither this Agreement nor any part, share or
interest therein nor any rights or obligations hereunder may be ceded, assigned, or
otherwise transferred without the prior written consent of the other Party;
d. Any consent or approval required to be given by any Party in terms of this
Agreement will, unless specifically otherwise stated, not be unreasonably
withheld;
e. Each Party agrees that, in its respective dealings with the other Party under or in
connection with this Agreement, it shall act in good faith; and
f. This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, and all of which together shall constitute one and the same
agreement as at the date of signature of the Party last signing one of the
counterparts. The Parties undertake to take whatever steps may be necessary to
ensure that each counterpart is duly signed by each of them without delay.
V. NOTICES
a. Any notice or other document to be served under this Agreement to a Party may be
served at its business address at Sorosoro Ibaba Batangas City or at Brgy. Poblacion,
San Jose, Batangas;
b. Either Party shall be entitled from time to time, by written notice to the other, to vary
its domicilium address to any other address within Batangas Province, which is not a
post office box;
c. All notices given in terms of this Agreement shall be in writing and any notice given
by one Party to the other (the addressee) which:
c.1 is delivered by hand during the normal business hours at the addressees
domicilium shall be deemed to have been received by the addressee at the time
of delivery;
c.2 is sent by fax to the addressees fax number shall be deemed to have been
received by the addressee on the 1st (first) business day after the date of
transmission thereof; and
d. Notwithstanding anything to the contrary contained or implied in this Agreement, a
written notice or communication actually received by one of the Parties from the other
including by way of facsimile transmission shall be adequate written notice or
communication to such Party.
VII. INSURANCE
a. The FIRST PARTY shall, for the continued duration of this Agreement, have and
maintain sufficient insurance to cover its obligations and liabilities under this
Agreement. The FIRST PARTY shall provide SECOND PARTY with a certificate
of existence of such insurance.
b. The terms of any insurance or the amount of cover shall not relieve the
Supplier or third party of any liabilities under this Agreement.
c. If the FIRST PARTY or its Personnel are involved in any occurrence which to
their knowledge may give rise to a claim under any insurance policy effected by the
SECOND PARTY, the FIRST PARTY shall without delay:
c.1 notify the SECOND PARTY of the circumstances giving rise to such
occurrence, the nature of the occurrence and the estimate of any loss or
damage which may be suffered as a result of such occurrence; and
c.2 provide SECOND PARTY and its insurance brokers with any assistance
reasonably required in order to ensure that SECOND PARTY is able to
successfully prosecute such insurance claim.
IX. TERMINATION
a. Should either Party breach or otherwise be in default of any of its obligations under
or in terms of this Agreement and remain in default or fail to remedy such breach,
if such breach is indeed capable of remedy, within 30 (thirty) business days of
receipt of written notice calling upon it to do so, the other Party will be entitled,
but not obliged, in addition to any other rights which it may have or remedies which
may be available to it:
a.1. to cancel this Agreement, with or without claiming damages, provided
that such breach constitutes a material breach; or
a.2. to obtain an order against such defaulting Party for specific performance,
with or without claiming damages.
b. In the event that either Party commits an act of insolvency or is placed under a
provisional or final winding-up or judicial management order or if either Party
makes an assignment for the benefit of creditors, or fails to satisfy or take steps to
have set aside any judgment taken against it within 15 (fifteen) business days after
such judgment has come to its notice, then the other Party will be entitled to
terminate the Agreement on written notice.
X. AMENDMENTS
a. No modifications of this Memorandum of Agreement (MOA) or any part
thereof shall be made except upon execution of a written instrument duly
signed by both parties; and
b. Should circumstances necessitate the revision of the agreements embodied in
this MOA, the concerned parties shall, prior to such revision, coordinate in the
process of revision and grant a reasonable grace period of implementation of
such revision.
XI. SEVERABILITY
If any term, condition, provision or performance, or any part of a
term, condition, provision or performance of this Agreement is determined
to be invalid, illegal, unlawful or unenforceable to any extent, that term,
condition, provision or performance or the relevant part thereof shall be
severed from the remaining terms, conditions, provisions and performance
of this Agreement, or amended to make it valid, legal, lawful and
enforceable, in such a manner as to leave the amended Agreement
substantially the same in essence, and this Agreement so amended shall
remain in force and effect.
XII. EFFECTIVITY
This Memorandum of Agreement shall take effect upon signing
by the Parties to the Agreement. This agreement is valid for five (5) years
from ________________________ to ________________________.
IN WITNESS WHEREOF, the parties hereto have affixed their respective signatures
this ____ day of ______________, 2017 in __________________ Philippines.
__________________________ _____________________
MR. LAWRENCE S. TUPAZ HON. RICO B. GERON
Corporate Secretary Chief Executive Officer
SIGNED IN THE PRESENCE OF:
_________________________ _________________________
LOUEL G. AGDON
ACKNOWLEDGEMENT
BEFORE ME, this _______ day of ________ 20____ in the __________________, Philippines
personally appeared the following:
Know to me to be the same persons who executed the foregoing instrument, and they acknowledged
to me the same is their free act and deed.
This Memorandum of Agreement consisting of ____ ( ) pages, including the page on which this
acknowledgement is written, has been signed in the left margin of each and every page thereof by
the herein parties and their witnesses, and sealed with my notarial seal.
IN WITNESS WHEREOF, I have hereto set my hand on the day, year and place above the written.
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