MABUHAY MILES PROGRAM PARTICIPATION AGREEMENT

This Agreement is made and executed on this _____ day of _____________

2019 by and between:

SEAOIL PHILIPPINES, INC. a corporation

organized and existing under the laws of the
Republic of the Philippines, with principal office
at Taipan Place, Emerald Avenue, Ortigas
Center, Pasig City 1605 Philippines, represented
herein by its Senior Manager - Strategies and
Insights, SERGE ARNOLD V. RODRIGUEZ,
and Vice President - Corporate and Consumer
Marketing, JOSE JAIME V. DELA FUENTE,
hereinafter referred to as “SEAOIL ”;

-and-

PHILIPPINE AIRLINES, INC., a corporation

organized and existing under the laws of the
Republic of the Philippines, with principal office
at PNB Financial Center, President Diosdado P.
Macapagal Avenue, Pasay City 1300,
Philippines, represented herein by its Vice
President – Treasury, MICHAEL A. TAN and
ALVIN KENDRICH O. LIMQUECO, Senior
Vice President – Administration Group,
hereinafter referred to as “PAL”.

WITNESSETH-

WHEREAS, SEAOIL is engaged in the fuel industry;

WHEREAS, SEAOIL has designed a marketing program that entitles its participating
customers (“Customers”) to earn Miles from VIP Club Points conversion;

WHEREAS, PAL maintains a frequent flyer program known as the Mabuhay Miles
Program (“Mabuhay Miles Program”), which entitles Mabuhay Miles members (the
“Mabuhay Miles Members”) to earn Miles (the “Miles”) which may be used to redeem
travel awards;

WHEREAS, Mabuhay Miles Inc. (“MMI”) is a wholly-owned subsidiary corporation of

PAL duly designated to manage and administer PAL’s Mabuhay Miles Program;

WHEREAS, the parties desire to participate in the marketing program by allowing

passengers to earn Miles in accordance with the terms and conditions set out herein.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained in this Agreement, the Parties hereby agree to the following terms and
conditions set forth hereunder:
 I.PARTICIPATION IN THE PROGRAM

A. Upon Card member’s request as coursed through SEAOIL, PAL agrees

to convert Points to Miles in the Mabuhay Miles accounts of VIP Club
members who are Mabuhay Miles enrollees in the Philippines. VIP Club
members’ Miles so credited shall have the same redemption value and shall
be subject to the same terms and conditions as Miles earned by any other
means by Mabuhay Miles members. The parties agree that VIP Club
members may begin converting Points to Miles as soon as practicable
commencing on the Effective Date of this Agreement.

B. Upon Mabuhay Miles member’s request as coursed through PAL, SEAOIL

agrees to convert Miles to Points in the VIP Club accounts of Mabuhay Miles
members who are VIP Club enrollees in the Philippines. Mabuhay Miles
members’ Points so credited shall have the same redemption value and shall
be subject to the same terms and conditions as Points earned by any other
legitimate means by VIP Club members. The parties agree that Mabuhay
Miles members may begin converting Miles to Points as soon as practicable
commencing on Effective Date.

C. The Parties agree to allow Customers to earn Miles commencing on 01 June Commented [LMGF1]: Changed the wording from “Client” to
2019. “Customers”

*For purposes of consistency. 2nd whereas clause mentioned

A. PAL and SEAOIL have provided each other a copy of the current terms Customers.
and conditions of their respective rewards program. The parties acknowledge
that the terms and conditions of the Mabuhay Miles Program and SEAOIL-
PAL Mabuhay Miles Program Partnership are within the discretion of the
operators of the respective programs. With respect to the program under its
control, each party shall endeavor in good faith to: (i) keep the other party
generally apprised in writing of any and all changes in the terms and
conditions of the program; and (ii) provide the other party with at least
fifteen (15) days’ prior written notice of any and all significant changes in
those terms and conditions which are likely to affect the other party.

B. Each Customer enrolled in Mabuhay Miles Program pursuant hereto, if any,

shall be treated by PAL in exactly the same manner as the other Mabuhay
Miles members, except that each Mabuhay Miles account statement shall
also reflect in a separate entry the Miles earned in accordance with this
Agreement.

C. PAL and SEAOIL understand and agree that their respective participation in
the marketing program is on a non-exclusive basis. PAL may participate in
the Rewards Programs of other companies and SEAOIL may participate in
the frequent flyer mileage programs of other airlines.

II. OPERATIONS

Unless the parties otherwise agree in writing, the following enrollment

procedures shall apply:
 A. Enrollment

For non-Mabuhay Miles members, enrollment in Mabuhay Miles

is required prior to redemption. Customers may enroll via
www.mabuhaymiles.com

For non-VIP Club members, enrollment in VIP Club is required prior to

redemption. Customers may enroll via www.seaoil.com.ph.

B. Points/Miles Conversions:

Unless the parties otherwise agree in writing, the following

conversion procedures shall apply:

1. SEAOIL shall provide to PAL weekly, via transmitted files, actual or Commented [LMGF2]: Changed the wording from “may” to
electronic, a list of the members who have requested conversion of “shall” in order to be more emphatic on the obligatoriness of the
undertaking.
Points into Miles. SEAOIL shall designate the number of Points to
be transferred and credited for each such member. SEAOIL shall
likewise provide such other information as may be requested by PAL
and agreed upon by SEAOIL in writing. The minimum number of
Points for transfer to Mabuhay Miles is ______ Points, where
________ Points are equivalent to one (1) Mile. _____ shall advise
PAL of any such change 30 days prior to the effectivity of the
change. It is agreed and understood by the parties that Miles may not
be reconverted to Points (except to correct conversion errors, if any).

2. PAL may provide to SEAOIL weekly, via transmitted files, a list Commented [LMGF3]: Same as the immediately preceding
of members who have requested conversion of Miles into comment.*obligatioriness*
Points. PAL shall designate the number of Miles to be transferred
and credited for each member. PAL shall likewise provide such
other information as may be required by SEAOIL and agreed upon
by SEAOIL in writing. The maximum number of Miles for transfer
to Points per transaction is 2,000 Miles, where 4 Miles are equivalent
to 1VIP Club Point. The maximum number of Miles for transfer to
Points per month is 4,000 Miles. PAL shall advise SEAOIL of such
change 30 days prior to the effectivity of the change. It is agreed and
understood by the parties that Points may not be reconverted to Miles
(except to correct conversion errors, if any).

3. Within ten (10) days of receipt of request, each party shall credit
the Points /Miles specified therein to the respective accounts of the
members and confirm the same in a transmitted file to the other
party.

C. PAL shall provide SEAOIL periodic written reports that are

relevant, pertinent, and material to this Agreement, such as but not
 limited to the total number of credited Miles. On the other hand,
SEAOIL shall provide PAL periodic reports that are relevant to PAL’s
participation in the SEAOIL-PAL Mabuhay Miles Program.

D. SEAOIL and PAL agree to work together on a good faith basis

to achieve the technical standards necessary to carry out the agreed
operational tasks. If and to the extent that any operational task proves to
be unachievable for technical reasons, SEAOIL and PAL shall agree to
establish alternative workable standards consistent with the spirit and
intent of this Agreement and the commitment to provide high quality
service to their respective customers.

E. Data Segregation

PAL shall ensure that any and all data pertaining to the VIP Club and the
Mabuhay Miles members are segregated from those of PAL and its other
clients.

III.COMPENSATION

Conversion of Points to Miles

A. For each full base Mile credited to a Card member’s

Mabuhay Miles account pursuant to this Agreement, SEAOIL
shall pay PAL USD0.018, exclusive of VAT.

B. Payment shall be made by SEAOIL monthly in arrears

following receipt of PAL’s invoice detailing the number of Miles
credited as a result of Points conversion during the preceding
calendar month. PAL shall provide such supporting
documentation and other information relating to such invoices as Commented [LMGF4]: This sentence does not have a complete
thought…

C. All payments due to PAL pursuant to this Agreement

shall be paid to PAL by SEAOIL on a monthly basis within
thirty (30) days from receipt of PAL’s monthly
invoice. Payments shall be made by SEAOIL in Philippine
currency converted at the exchange rate quoted by the Bankers
Association of the Philippines two (2) days before payment is
made. Said amounts shall be remitted to the following bank for
the account of Philippine Airlines, Inc.:

Name of Bank: Philippine National Bank

Branch: Head Office Center BR RBU
Account Number:188870016700
Address: PNB Financial Center, Pres Diosdado
Macapagal Ave., CCP Complex,
Pasay City

Currency: PhP
Swift Code: PNBMPHMM
 Bank Code: 1888

D. In the event that SEAOIL fails to pay PAL any sums

payable when they have become due, SEAOIL shall pay interest
on the unpaid amount at the rate of two percent (2%) per month
from the due date, compounded annually until such date that Commented [LMGF5]: The earlier version states:
payment in full has been made. “compounded monthly”

We deem it prudent to have it modified to state: “compounded

Conversion of Miles to Points: annually”

Monthly compounded interest is costly…unconscionable and

A. For each Point credited to a member’s VIP Club exorbitant to our prejudice.
account pursuant to this Agreement, PAL shall pay SEAOIL
Php0.75, exclusive of VAT.

B. Payment shall be made by PAL monthly in arrears

following receipt of SEAOIL’s billing statement specifying the
number of Points credited as a result of Miles conversion during
the preceding calendar month. SEAOIL shall provide such
supporting documentation and other information relating to such
billing statement as Points Conversion Summary Report.

C. All payments due to SEAOIL pursuant to this

Agreement shall be paid to SEAOIL by PAL on a monthly basis
within thirty (30) days from receipt of SEAOIL’s monthly
billing statement. Said amounts shall be remitted to the
following bank for the account of SEAOIL and a corresponding
official receipt shall be issued by SEAOIL for each payment:

Name of Bank: Philippine National Bank

Branch: The Taipan Place
Account Number: 123370001568
Address: PNB The Taipan Place, Garnet St.,
Ortigas, Pasig City

E. Either SEAOIL or PAL may, at any time, give a written

notice to the other that it wishes to renegotiate the price referred
to in Section III(A) (the “Original Price”). The parties shall
then have a period of thirty (30) business days from receipt of
written notice (the “Renegotiation Period”) within which to
reach a written agreement on the new cost per mile rate (the
“New Price”). In the event the remaining period in the term of
this Agreement is five (5) months or less, the parties agree to
shorten the Renegotiation Period to ten (10) business days from
receipt of written notice (the “Reduced Renegotiation Period”).

1. If a mutual written agreement on the

New Price is reached by the Parties, the New
Price shall be effective after two (2) months
from the end of the Renegotiation Period or
 on the fifth (5 ) business day after the end of
th

the Reduced Renegotiation Period, whichever

is applicable.

2. If no mutual written agreement on

the New Price has been reached by the end of
the Renegotiation Period or the Reduced
Renegotiation Period, as the case may be, the
Original Price shall then remain effective for
all purposes hereof until the expiration or
termination of this Agreement (in accordance
with the terms of this Agreement) and all
subsisting obligations of the parties have Commented [LMGF6]: Changed the wording from “post-
been performed. termination” to “subsisting”

For the avoidance of doubt, it is agreed and understood that the

Renegotiation Period or the Reduced Renegotiation Period shall
automatically terminate upon the expiration or termination of this
Agreement.

IV. CONFIDENTIALITY

A. Both parties acknowledge that each has a responsibility

to its own customers to keep information about them and their
accounts (“Customer Information”) strictly confidential. Neither
party shall disclose or use Customer Information of the other
party other than to carry out the purposes for which the other
party disclosed such Customer Information under this
Agreement.

B. As used herein, “Confidential Information” shall refer to

all proprietary information, data, trade secrets, business
information and other information of any kind whatsoever which
a party (“Discloser”) discloses, in writing, orally or visually, to
the other party (“Recipient”) or to which Recipient obtains
access in connection with the negotiation or performance of this
Agreement. Confidential Information shall include Customer
Information, as described in Section IV(A).

C. Each of the parties, as Recipient, hereby agrees on behalf

of itself and its representatives and officers that Confidential
Information shall be disclosed or made available to any person
for any reason whatsoever, other than on a “need to know basis”
and then only to: (a) its representatives and officers; or (b) as
provided below.

D. The above confidentiality restrictions shall not apply to

the disclosure of information which is:
 a. disclosed following written consent from
(i) the other party if Confidential
Information other than Customer
Information, or (ii) a customer if
Customer Information;

b. required by law or by any competent

court, governmental or regulatory
authority,

c. already in the public domain (other than

as a result of disclosure by the Recipient
or its representatives and officers in
violation of this Agreement);

provided, that, prior to any disclosure of Confidential

Information as required by law or by any competent court,
governmental or regulatory authority, the Recipient shall, to the
extent permitted under the applicable law: (i) notify the
Discloser of any actual or threatened legal compulsion of
disclosure, and any actual legal obligation of disclosure
immediately upon becoming so obligated, and (ii) cooperate with
the Discloser’s reasonable and lawful efforts to resist, limit or
delay disclosure, at Discloser’s sole expense.

E. Neither party shall issue any media releases, public

announcements and public disclosures, relating to this
Agreement or use the name or logo of the other party, without
the other party’s prior written consent which shall not be
unreasonably withheld, but not including any disclosure required
by legal, accounting or regulatory requirements beyond the
reasonable control of the Discloser.

F. The provisions of this Section IV shall survive the

termination of this Agreement.

V. DATA PRIVACY COMPLIANCE

I.Definitions:

a. “Agreement” means the contract,

agreement or arrangement between PAL and Data
Processor.

b. “Data Protection Requirements” means

(1) Data Privacy Act of 2012, its implementing rules
and regulations, issuances, circulars and/or; (2) all
other applicable foreign or domestic laws, rules,
regulations, directives and governmental
 requirements in relation to the privacy, security and
protection of Personal Information.

c. “Personal Information” means any

information, whether recorded in a material form or
not, from which the identity of an individual is
apparent or can be reasonably and directly
ascertained by the entity holding the information, or
when put together with other information would
directly and certainly identify an individual.”

d. “Processing” means any operation or any

set of operations performed upon any personal data
including, but not limited to, the collection,
recording, organization, storage, updating or
modification, retrieval, consultation, use,
consolidation, blocking, erasure, or destruction of
data.

II. Data Privacy and Protection Obligations:

A. Representations and Warranties:

(i) Data Processor warrants and represents

that it is faithfully compliant with the Data
Protection Requirements to the extent applicable
to its provision of the services and Processing of
Personal Information under this Agreement.

(ii) Data Processor warrants and represents

that it has sufficient and appropriate technical
and organizational measures adopted and
maintained to protect Personal Information
against any Data Privacy Breach.

B. Limited Processing

Data Processor shall Process Personal Information only

on behalf of and only to carry out its obligations under
this Agreement to the extent required by each individual
Scope of Work and/or PAL’s written instructions. Data
Processor shall immediately inform PAL, if in its
opinion the instruction of PAL infringes or is in
violation of Data Protection Requirement.

C. Confidentiality

Data Processor must ensure that its employees who are

given access to Personal Information are subject to
 appropriate and binding confidentiality obligations with
respect to such processing.

D. Disclosure or Transfer of Information

Unless prior written authorization was secured by the

Data Processor from the authorized representatives of
PAL, the Data Processor shall not share, transfer,
disclose or otherwise provide access to any Personal
Information to any third party.

E. Accuracy

Data Processor shall take reasonable steps to ensure that

its Processing of Personal Information is and shall
always remain accurate and complete. Data processor
shall logically store and keep separate the personal
information of its other partners or other parties with
whom it has entered into contract with, from that of
PAL’s Personal Information referring to its clients.

F. Sub-Contracting

Data Processor may, with prior written consent from

PAL, subcontract any of its Processing under this
Agreement provided that: (a) the subcontracting is done
pursuant to written agreement; (b) such written
agreement shall impose to the sub-contractor, the same
level of data protection and obligation imposed to the
Data Processor under this Agreement; (b) Data
Processor shall remain fully liable to PAL for the sub-
contractor’s performance in its data protection and
obligations under such written agreement.

G. Disposal/Return of Information

Promptly upon the expiration or earlier termination of

this Agreement, or such earlier time as PAL requests, the
Data Processor shall return to PAL or destroy each and
every original and copy of all Personal Information in
Data Processor’s possession, custody or control, physical
or digital. The foregoing shall not apply to the extent
information must be retained pursuant to applicable
regulatory requirements provided such information shall
continue to be subject to this Data Privacy and
Protection Obligation.

H. Audit Rights
 Upon PAL’s request and subject to PAL’s reasonable
discretion, Data Processor shall make available to PAL,
any relevant and material information regarding Data
Processor’s compliance with the obligations set out in
this Data Privacy and Protection Obligations and in the
Data Protection Requirement.

I. Reportorial Requirement

Except to the extent prohibited by applicable legal,

regulatory or law enforcement requirements, Data
Processor shall promptly inform PAL in writing and in
sufficient detail of any actual, anticipated or potential
loss or disclosure of Personal Information (“Data
Privacy Breach”) or any unauthorized or unlawful
Processing of any Personal Information (“Data
Protection Incident”) (including any corrective action
taken) within two (2) days from its discovery.

For purposes of this provision, “discovery” shall mean

the first day the Data Protection Incident is known, or
should reasonably have been known, to have occurred
by any employee, officer or agent of Data Processor.

J. Publicity

Except to the extent prohibited by applicable legal,

regulatory or law enforcement requirements, Data
Processor must obtain the written approval of PAL prior
to the publication or communication of any filings,
communications, notices or press releases related to any
Data Protection Incident that expressly mention PAL or
any of its affiliates.

K. Data Processor Assistance

(i) Data Processor shall deal promptly and

appropriately all inquiries from PAL relating to its
Processing of Personal Information. Data Processor
shall, upon reasonable request, provide PAL, the name,
address and role of its subcontractor to whom Processing
of Personal Information was contracted out by the Data
Processor.

(ii) Data Processor shall immediately inform PAL,

in writing, of any requests in relation to the processing
of Personal Information received from PAL’s customers,
employees, government or regulatory authority, court or
other third parties.
 (iii) Data Processor shall immediately provide PAL
with a copy of any such requests and Data Processor
shall co-operate with PAL and respond to such requests
only in accordance with PAL’s prior written
authorization and instructions.

L. Right of Termination

PAL is entitled to require the Data Processor to cease the

Processing of Personal Information and/or terminate this
Agreement and/or the Scope of Work under any of the
following circumstances: (i) in case the Data Processor
breach the Data Privacy and Protection Obligations; or
(ii) in order for PAL to comply with Data Protection
Requirements.

M. PCI-DSS Compliance

If in the performance of its obligations under this

Agreement, Data Processor has access to or shall collect,
access, use, store, process, dispose of or disclose credit,
debit or other payment cardholder information, Data
Processor shall at all times remain in compliance with
the Payment Card Industry Data Security Standard (“PCI
DSS”) requirements, including remaining aware at all
times of changes to the PCI DSS and promptly
implementing all procedures and practices as may be
necessary to remain in compliance with PCI DSS, in
each case at Data Processor’s sole cost and expense.

All notifications and communications required or in

relation to this Data Privacy and Protection Obligations
shall be delivered by a recognized courier service or by
email to the addressee with the following details:

Attention : Data Protection Officer

Address : Philippine Airlines, Inc., PNB
Financial Center,
Pres. Diosdado P. Macapagal Avenue,
CCP Complex, Pasay City
Email
: dataprotectionoffice@pal.com.ph

VI. MARKETING

A. SEAOIL is the sole owner of the name logo, trademarks and

other intellectual and other property rights stemming therefrom and has
 discretionary control over the responsibility for the marketing,
advertising, promotion and publicizing (collectively, “marketing”). PAL
shall obtain SEAOIL’s prior written approval for all references to
SEAOIL or the use of SEAOIL’s trademarks or logos in PAL marketing
materials, which approval shall be promptly considered and shall not be
unreasonably withheld nor delayed.

B. PAL is the sole owner of the name “Mabuhay Miles”, logo,

trademarks and all other intellectual and other property rights in and to
the Mabuhay Miles. SEAOIL shall obtain PAL’s prior written approval
for all references to PAL or Mabuhay Miles or use of the trademarks or
logos of PAL in all marketing materials for the marketing program,
which approval shall be promptly considered and shall not be
unreasonably withheld nor delayed.

C. For purposes of administrative efficiency, the parties shall agree

upon standards of use of PAL’s and SEAOIL’s trademarks and logos that
shall not require prior approval by either of the parties. PAL and
SEAOIL agree to cooperate in good faith with that effort and, in general,
with marketing activities for SEAOIL’s Program, and the Mabuhay
Miles.

D. As a means to promote and market each party’s products or other

incentives in relation to this Agreement, both parties may mutually agree
to provide at least one (1) dedicated promotion to each other’s loyalty
base annually within the term of the Agreement. To communicate the
said promotion, each party shall develop its respective marketing
collaterals at its own cost. There shall be no exchange of database but
the party owning the database shall undertake the distribution of its
marketing collaterals only to the relevant parties.

E. Both parties warrant and represent to actively promote the

partnership in its advertising campaigns, including, but not limited to
electronic mail campaigns, social media campaigns, website
postings, prominent displays at its point of purchase or business locations
in accordance with the terms and conditions of this Agreement.

VII. REPRESENTATIONS AND WARRANTIES

A. Each party represents and warrants that it has authority to execute and perform
this Agreement in accordance with its terms and that the signatures of each party’s
respective signatories hereto possess all the requisite corporate approvals and
authorizations.

B. SEAOIL represents and warrants that its marketing program

faithfully complies and shall continue to faithfully comply with all
applicable laws, rules and regulations governing such program. PAL
likewise represents and warrants that Mabuhay Miles faithfully complies
and shall continue to faithfully comply with all applicable laws, rules and
regulations governing such program.
 C. Each party represents and warrants to the other that its
obligations under this Agreement do not and will not interfere with any
other contractual obligations of such party to any third party.

VIII.RELATIONSHIPS OF THE PARTIES

The parties agree that, in performing their respective responsibilities

pursuant to this Agreement, they are independent contractors and their
personnel are not agents or employees of the other party under labor or
social legislations, for tax purposes or any other purpose whatsoever, and
are not entitled to each other’s employee benefits. Each party assumes
full responsibility for the acts and omissions of its respective employees
and agents and neither party has the authority to make commitments,
enter into contracts on behalf of, bind or otherwise obligate the other in
any manner whatsoever. Each party is solely responsible for the
compensation of its personnel and payment of workmen’s compensation,
disability and other similar benefits, unemployment and other similar
insurance and for the withholding of other taxes and social security.

IX. INDEMNIFICATION

A. PAL shall indemnify and hold SEAOIL, its parent, subsidiaries, affiliates, Commented [LMGF7]: Maybe this should be placed elsewhere
successors, and assigns, and their respective directors, officers, and employees, free and in item IX
harmless from any all actual and direct claims and demands, actions, suits or proceedings,
liabilities, losses, civil penalties, assessments, costs, damages and attorney’s fees charged
by external counsel and assessed against SEAOIL, its parent, affiliates, subsidiaries,
successors or assigns, and their respective directors, officers, and employees, directly
arising out of:

1. Any performance by PAL, its directors,

officers, employees, or agents, of the obligations
arising under this Agreement; or

2. Any wrongful or negligent acts and/or

the violation by PAL, its directors, officers,
employees or agents of any applicable laws,
rules, regulations or rulings issued by
governmental authorities; or

3. Any breach by PAL of any

representation, warranty or provision of this
Agreement.

B. SEAOIL shall indemnify and hold PAL, its parent, subsidiaries, Commented [LMGF8]: Same comment as the immediately
affiliates and successors and assigns, and their respective directors, preceding one.
officers, and employees, free and harmless from any and all actual and
direct claims, demands, actions, suits or proceedings, liabilities, losses,
civil penalties, assessments, costs, damages and attorney’s fees charged
by external counsel and assessed against PAL, its parent, subsidiaries,
 affiliates and successors or assigns, and their respective directors,
officers, and employees, directly arising out of:

1. Any performance by SEAOIL, its directors, officers,

employees or agents of the obligations arising under this
Agreement; or

2. Any wrongful or negligent acts of and/or the violation by SEAOIL, its directors,
officers, employees or agents of any applicable laws, rules, regulations or rulings issued
by governmental authorities; or

3. Any breach by SEAOIL of any representation, warranty or

provision of this Agreement.

For the avoidance of any doubt SEAOIL shall not indemnify PAL with
respect to any customer complaints made regarding the services provided by Commented [LMGF9]: Phrase “in respect of” changed to “with
SEAOIL and its affiliates and licensees. All customer complaints shall be referred respect to”
to SEAOIL for resolution and handling.

C. The provision of this Section IX shall survive the termination of

this Agreement.

X.RIGHT TO AUDIT

Without prejudice to the immediately following paragraph and up to the

extent allowed by law, either party shall have the right to reasonably
require the other party’s auditors to conduct an audit of the other party’s
records relating to this Agreement for the sole purpose of monitoring and
certifying compliance of a party’s obligations pursuant to this
Agreement, by giving fifteen (15) days prior written notice to the other
party.

XI.ASSIGNMENT

This Agreement may not be assigned or transferred by either party

without the prior written consent of the other whose consent shall not be
unreasonably withheld nor denied.

The consent to the assignment or transfer shall be subject to the

conditions that the assignee shall be bound by and respect the terms and
conditions of this Agreement.

XII.NO THIRD-PARTY RIGHTS

This Agreement is binding upon and inures only to the benefit of the
parties hereto, their respective successors and permitted assigns and no
third party may claim any rights pursuant to this Agreement unless both
parties mutually consent hereto in writing.

XIII.TERM AND TERMINATION

 A. The term of this Agreement shall commence on 01 June 2019
and shall remain in effect until 31 May 2022 unless earlier terminated by
either party in accordance with the provisions of Section B of this
Section XIII. SEAOIL and PAL agree to commence negotiations for a
possible renewal of this Agreement at least six (6) months prior to its
expiry. If no such written notice for negotiations/renewal is received, this
Agreement shall be automatically terminated at the expiration period of
this contract.

B. Early Termination

1. Either party may terminate this Agreement by written notice to the

other party if the other party commits any material breach of the
terms of this Agreement and shall fail to cure such breach within
thirty (30) days from receipt of written notice from the non-
breaching party, identifying the breach and demanding its correction.

2. Either party may terminate this Agreement immediately if the other

party or its parent company goes into bankruptcy, receivership,
liquidation or administration or ceases all or substantially all of its
operations.

3. In the event PAL intends to terminate Mabuhay Miles (i) PAL shall
notify SEAOIL thereof in writing at least sixty (60) days prior to the
date the Mabuhay Miles Members are notified of such termination
and (ii) this Agreement shall automatically terminate upon the
effective date of termination of Mabuhay Miles, without prejudice,
however, to the rights of SEAOIL, if any, pursuant to this
Agreement.

4. In the event SEAOIL intends to terminate the Program (i) SEAOIL

shall notify PAL thereof in writing at least sixty (60) days prior to
the date the members are notified of such termination and (ii) this
Agreement shall automatically terminate upon the effective date of
termination of the Program, without prejudice, however, to the rights
of PAL, if any, pursuant to this Agreement.

5. The foregoing provisions notwithstanding, either party may

terminate this Agreement at any time and for whatever reason by
giving three (3) months’ prior written notice to the other party. Each
of the parties hereto shall bear its own expenses in notifying its
members/customers of the termination of this Agreement.

C. Following termination of this Agreement and provided SEAOIL is not

in default of any of its obligations arising under this Agreement, upon
mutual agreement of the parties (and assuming the Mabuhay Miles and
the marketing program are still operating), PAL shall continue to transfer
Miles to SEAOIL’s clients (earned prior to the expiration or termination
of this Agreement) for up to two (2) months in accordance with Sections
 I, II and III hereof. In case the termination of this Agreement is by
reason of a breach by SEAOIL, such conversion shall be obligatory upon
PAL in order not to prejudice SEAOIL’s clients subject to the continuous
payment of SEAOIL in favor of PAL the Miles awarded. This subsection
XIII.C shall survive the termination of this Agreement.

D. Upon termination of this Agreement, at the reasonable request of

SEAOIL, PAL shall provide the necessary assistance in the transition in
the winding up of the obligations of SEAOIL under this Agreement, and
turn-over of such obligations to such other entity/ies designated by
SEAOIL, including, but not limited to the return and/or destruction (to
the extent possible and practicable, and subject to relevant government or
regulatory regulations), at SEAOIL’s option, of any and all Confidential
Information of SEAOIL acquired by PAL as a result of or in relation to
this Agreement. SEAOIL reserves the right to send its duly authorized
representatives to the office/s of PAL to do the necessary steps to ensure
that all such information has been returned or destroyed, and that no
copy thereof is retained by PAL, without however causing any disruption
in PAL’s operations.

E. Upon termination of this Agreement, at the request of PAL, SEAOIL

shall provide the necessary assistance in the transition in the winding up
of the obligations of PAL under this Agreement, and turn-over of such
obligations to such other entity/ies designated by PAL, including, but
not limited to, the return and/or destruction (to the extent possible and
practicable, and subject to relevant government or regulatory
regulations), at PAL’s option, of any and all Confidential Information of
PAL acquired by SEAOIL as a result of or in relation to this
Agreement. PAL reserves the right to send its duly authorized
representatives to the office/s of SEAOIL to do the necessary steps to
ensure that all such information has been returned ordestroyed, and that
no copy thereof is retained by SEAOIL, without however causing any
disruption in PAL’s operations.

F. Any rights and unpaid obligations accrued prior to termination or expiration

of this Agreement shall subsist, including such provisions of this Agreement
which by express terms shall survive termination or expiration of this
Agreement.

XIV.NOTICES

A. All notices to either party to this Agreement which shall be deemed received if
sent to the addresses indicated below shall be delivered by hand, mail, first-class, postage
prepaid, or email, as follows:
To _____ :
____________________________

Attention: ___________________
 MMI, as the duly designated agent of PAL to manage and administer
PAL’s Mabuhay Miles Program, shall continue to coordinate and
transact directly with ________, for and on behalf of PAL. As such, all
notices and other communications shall continue to be directed to MMI
at the following address:

MABUHAY MILES, INC.

2/F PNB Financial Center
President Diosdado P. Macapagal Avenue
CCP Complex, Pasay City 1307
Philippines

Attention: Director - Commercial

B. All notices shall be deemed duly given on the date of receipt, if

personally delivered; the date fifteen (15) days after posting, if mailed;
or receipt of transmission, if by email. Either party may change its
address for purposes hereof by giving notice to the other party.

XV.HEADINGS

The headings used herein are for convenience of reference only and are
not intended to define, limit or modify the provisions of this
Agreement in any way.

XVI. AMENDMENT

Any modification of this Agreement shall be binding only if executed

in writing signed by the authorized representatives of both parties.

XVII. FORCE MAJEURE

Either party shall not in any way be responsible or be held liable for
any delay in the conduct of or failure to perform its obligations in
relation to this Agreement due to causes beyond its control without
contributory fault or negligence on the part of the affected party, such
as but not limited to acts of God or a public enemy, government acts,
civil war, insurrection or riots, fires, boycotts or labor disputes, and
other analogous cases.

XVIII. ENTIRE AGREEMENT

This Instrument constitutes the entire agreement of the parties relating

to the subject matter hereof and supersedes all prior agreements and
understandings, oral or written, relating to the subject matter of this
Agreement.

XIX.GOVERNING LAW AND VENUE OF ACTIONS

 This Agreement shall be governed and construed in accordance with the
laws of the Republic of the Philippines. Any legal action under or by
virtue of this Agreement shall be brought solely and exclusively in the
proper courts of Pasay City.

XX.NO WAIVER OF REMEDIES

No failure or delay on the part of a party herein in exercising any right,

power or remedy accruing to it upon any breach or default of the other
party under this Agreement shall impair any such right, power or
remedy, nor shall it be construed as a waiver of any such breach or
default thereafter occurring, nor shall a waiver of any single breach or
default be deemed a waiver of any other breach or default therefore or
thereafter occurring, nor shall any single or partial exercise of any such
right or power preclude any other or further exercise thereof or the
exercise of any other right or power hereunder. All remedies, either
under this Agreement or by law or otherwise afforded each party shall be
cumulative and not alternative. No notice to or demand on either party in
any case shall entitle it to any other or further notice or demand in similar
or other circumstances. No waiver, permit, consent or approval of any
kind or character by either party of any breach of any provision or
condition of this Agreement shall be effective unless in writing and
signed by such party’s authorized signatory.

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be

executed by an authorized officer as of the date above-written.

PHILIPPINE AIRLINES, INC. SEAOIL PHILIPPINES, INC.

By: By:

_________________________ ______________________________
MICHAEL A. TAN SERGE ARNOLD V. RODRIGUEZ
Vice President – Treasury Senior Manager - Strategies and Insights

_________________________ _________________________
ALVIN KENDRICK O. LIMQUECO JOSE JAIME V. DELA FUENTE
Senior Vice President – Administration Group Vice President - Corporate and Consumer
Marketing