EXECUTION COPY

Amendment Agreement

Relating to a Service Agreement dated 31 March 2015

between

University of San Jose - Recoletos

and

BLEG & Company, a partnership

Dated: 20 July 2015

THIS AMENDMENT AGREEMENT IS DATED 20 JULY 2015 AND HAS BEEN

ENTERED INTO BY:

1. UNIVERSITY OF SAN JOSE RECOLETOS, a not-for-profit institution, whose

registered office is at USJ-R Main Campus, Magallanes Street, Cebu City 6000,
Philippines (USJ-R); and
2. BLEG & Company, a partnership, whose registered head office is at 7F eBloc Tower,
Jose Maria del Mar St, Cebu IT Park, Cebu City 6000, Philippines

USJ-R and BLEG & Co,.are each referred to in this agreement as a party and,
collectively, as theparties.

WHEREAS:
A. The Parties are party to the Service Agreement dated 31 March 2015.
B. The Parties therefore now wish to amend the terms of the Service Agreement as set
out in this Amendment Agreement.

IT IS AGREED AS FOLLOWS:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions
In this Amendment Agreement:
Service Agreement means the service agreement between the parties dated 31 March
2015.
"Change of Philippine Law" means the coming into force of any law, regulation or
governmental order, or any change to any law, regulation or governmental order, in each case of
Philippines, excluding any such law, regulation or governmental order, or any change thereto, to
the extent required to be made or introduced under any regulation or directive of the ASEAN
Community (whether directly or as a result of the Agreement on SEA Economic Area).
1.2 Incorporation of Defined Terms
Unless a contrary indication appears, terms defined in the Service Agreement have the
same meaning in this Agreement.
2. AMENDMENTS
2.1 The following amendments shall be made to the Service Agreement:

a)

3. Compensation

Authority agrees to compensate Consultant for its services according to the fee schedule
set forth in Exhibit B. Authority also agrees to compensate Consultant for its reasonable out-ofpocket expenses to the extent authorized in Exhibit B. In no event shall the total compensation
and costs payable to Consultant under this Agreement exceed the sum of P750,000 unless
specifically approved in advance, in writing, by Authority. Amendments to the fee schedule set
forth in Exhibit B may be made on an annual basis upon written consent of both parties.
b) 4. Representative
B. Contract Administrator. The Contract Administrator and Authoritys representative
shall be Rev. Fr. Cristopher Maspara, OAR, or in his absence, an individual designated in writing
by the Executive Director of Authority. If no Contract Administrator is so designated, the Vice
President for Finance shall be the Contract Administrator. It shall be the Consultants
responsibility to assure that the Contract Administrator is kept informed of the progress of the
performance of the services, and Consultant shall refer any decisions, which must be made by
Authority to the Contract Administrator. Unless otherwise specified herein, any approval of
Authority required hereunder shall mean the approval of the Contract Administrator
c) The word and at the end of paragraph section 10. Insurance C (2) shall be deleted.
d) 12. Termination
Authority shall have the right to terminate the services of Consultant at any time or for
any reason upon 10 calendar days written notice to Consultant. In the event this Agreement is
terminated by Authority, Consultant shall be paid for any services properly performed to the last
working day the Agreement is in effect, and Consultant shall have no other claim against
Authority by reason of such termination, including, but not limited to, any claim for
compensation.
e)

13. Suspension

Authority may, in writing, order Consultant to suspend all or any part of the Consultants
services under this Agreement for the convenience of Authority or for work stoppages beyond
the control of Authority or Consultant. Subject to the provisions of this Agreement relating to
termination, a suspension of the work does not void this Agreement. In the event that work is
suspended for a period exceeding 180 days, the schedule and cost for completion of the work
will be adjusted by mutual consent of the parties.
f) The venue for litigation in paragraph 19 shall be change to Cebu RTC.
g) 21. Entire Agreement
The Agreement, as amended by this Amendment, contains the entire agreement of the
parties hereto with respect to the subject matter hereof. Any representations, inducements, or
agreements, oral or otherwise, between the parties not contained in this Amendment shall be of
any force and effect. Nothing in this clause limits or excludes any liability for fraud in relation to
those representations. This Amendment may not be modified, changed or terminated, in whole
or in part, in any manner other than by an agreement in writing signed by duly authorized
representatives of the Parties.

3. TERMS AND CONDITIONS

Except as set forth in this Amendment, the Agreement is unaffected and shall continue in
full force and effect in accordance with its terms. If there is conflict between this amendment and
the Agreement or any earlier amendment, the terms of this amendment will prevail.

4. CONFIDENTIALITY
4.1

The Parties shall treat the terms of this Amendment Agreement and all information provided
under or in connection with each (collectively, Confidential Information) as confidential and
may not either disclose Confidential Information or use it other than for bona fide purposes
connected with this Amendment Agreement without the prior written consent of the other Party,
except that consent is not required for disclosure to:
(a)

directors, employees or Affiliates of a Party, as long as they in turn are

required by that Party to treat the Confidential Information as confidential in
favor of the other Party on terms substantially the same as those set out in this
clause 5;

(b)

persons professionally engaged by a Party, as long as they in turn are required

by that Party to treat the Confidential Information as confidential in favor of
the other Party on terms substantially the same as those set out in this clause
5;

(c)

the extent required by any government department or agency or regulatory

authority having jurisdiction over that Party (including the Relevant
Authority);

(d)

any bank, other financial institution or rating agency to the extent required in
relation to the financing of a Party's business activities, as long as the bank or
other financial institution or rating agency, as the case may be, is required by
that Party to treat the Confidential Information as confidential in favor of the
other Party on terms substantially the same as those set out in this clause 5;

(e)

any intending assignee of the rights and interests of a Party under this
Amendment Agreement or under a Transaction or to a person intending to
acquire an interest in a Party or that Party's Affiliate holding company as long
as the intending assignee or acquirer in turn is required by that Party to treat
the Confidential Information as confidential in favor of the other Party on
terms substantially the same as those set out in this clause 5;

5. MISCELLANEOUS
Variation. No variation to the provisions of this Amendment Agreement is valid unless it
is in writing and signed by each Party.
Serverability. If any provision or part of a provision of this Amendment Agreement is
found by a court, arbitrator or other authority of competent jurisdiction to be void or
unenforceable, that provision or part of a provision is to be deemed deleted from this
Amendment Agreement and the remaining provisions to continue in full force and effect. The

Parties shall in this event seek to agree upon a valid and enforceable provision or part of a
provision to replace the provision or part of a provision found to be void and unenforceable.
Third Party Rights. Subject to the rights that may accrue to any successor or permitted
assignees of the Parties, no provision of this Amendment Agreement is to be construed as
creating any rights enforceable by a third party, and all third party rights implied by law are, to
the extent permissible by law, excluded from this Amendment Agreement.
Counterparts. This Amendment Agreement may be executed in any number of
counterparts and by different Parties in separate counterparts, any of which when so executed
shall be deemed to be an original and all of which when taken together shall constitute the one
and same agreement.

6. INCORPORATION OF TERMS
6.1
6.2
6.3
6.4
6.5
6.6
6.7

Paragraphs 3 (Compensation),
Paragraph 4 (Representatives),
Paragraph 10c (2) (Insurance),
Paragraph 12 (Termination)
Paragraph 13 (Suspension),
Paragraph 19 (Attorneys Fees),
Paragraph 21 (Entire Agreement).

THIS AMENDMENT SHALL BE CONSTRUED AND GOVERNED BY THE

LAWS OF THE CITY OF CEBU.
THIS AGREEMENT HAS BEEN MADE ON THE DATE STATED AT THE
BEGINNING OF THIS AGREEMENT BY:

University Of San Jose Recoletos

..

Name: Rev. Fr. Cristopher Maspara, OAR

Title: President

BLEG & Co.,

Name: Kenneth John Ege, CPA

Title: Project Manager/Engaging Partner

..