Ref. No.

MDC-SCA-2023-00790

SUBCONTRACT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Subcontract Agreement is made and executed on 9/8/2023 by and between:

MAKATI DEVELOPMENT CORPORATION, a corporation duly organized and existing under and
by virtue of the laws of the Republic of the Philippines with office and postal address at 2nd
Floor MDC Corporate Center, Radian St., Arca South, Barangay Western Bicutan, Taguig City
1630, Metro Manila, hereinafter called the GENERAL CONTRACTOR and represented in this act
by its Attorneys-in-Fact, Messrs. ALBERTO E. MAÑUS and TOMMY E. UY;
- And -

JSQUARED CONSTRUCTION, a CORPORATION duly organized and existing under and by virtue
of the laws of the Republic of the Philippines, with principal business address at #6 Ylac St.
Villamonte, Bacolod City 6100, hereinafter called the Subcontractor and represented in this
act by its Owner, Messr. JOHN SIMON B. GUEVARRA.

Each a “Party”, collectively “Parties”.

WITNESSETH: That –

WHEREAS, the SUBCONTRACTOR offered to undertake the SUPPLY AND APPLICATION OF SKIMCOAT AND
INTERIOR PAINTING WORKS (hereinafter referred to as the “Subcontract Works”) of the AVIDA TOWERS
ABREEZA TOWER 2 (hereinafter referred to as the “Project”) located at J.P LAUREL AVE., BAJADA, DAVAO CITY
8000 (hereinafter referred to as the “Site”).

WHEREAS, the GENERAL CONTRACTOR has accepted the SUBCONTRACTOR to undertake the said subcontract
Works.

Now, therefore, for and in consideration of the foregoing premises and the mutual covenant and stipulations
hereinafter set forth, the Parties have agreed as follows:

ARTICLE I – CONTRACT DOCUMENTS

The documents which form integral parts of this Agreement (collectively the “Contract
Documents”) are normally complementary. What is noted in one although not shown in the others shall be
considered contained in all. In case of conflict, the Contract Documents below shall have the following sequence
of priority and importance:
1. This Subcontract Agreement and any supplement or amendment hereto;
2. The MDC General Conditions of Contract ver. 2012-09 including Appendices & Annexes such as the
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Matrix of Responsibilities;
3. Specifications;
4. Bid Plans and Drawings;
5. Bill of Quantities;
6. Data Sharing Agreement; and
7. Bonds and Insurances.

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ARTICLE II– SCOPE OF WORKS

2.1 The SUBCONTRACTOR shall undertake the Subcontract Works of the Project located at Site in
accordance with the Contract Documents.

2.2 The SUBCONTRACTOR shall handle, store and protect from damages, test, install and commission in
accordance with the Contract Documents the materials furnished by the GENERAL CONTRACTOR as
highlighted in Article III of this Agreement.

2.3 The SUBCONTRACTOR shall prepare and submit shop drawings for the GENERAL CONTRACTOR’s
acceptance. Acceptance/Approval of the shop drawings by the GENERAL CONTRACTOR does not
relieve the SUBCONTRACTOR from its obligation and/or responsibility under this Agreement.

2.4 The SUBCONTRACTOR shall, in addition to other attachments as may be required in the submission of
progress billing documents, submit the following:

2.4.1 Social Security System Documents

Collection List/SBR – proof of payment of SSS contributions;

2.4.2 PhilHealth Documents

PhilHealth Remittance Form (RF-1) – proof of payment for PhilHealth premium contributions;
and

2.4.3 Pag-Ibig Documents

Membership Contribution Remittance Form (MCRF) – proof of payment of Pag-Ibig premium
contributions

Names of SUBCONTRACTOR’s employees deployed in the project shall appear in the submitted forms.
All forms shall be duly stamped received by the SSS/PhilHealth/Pag-Ibig Fund and payments shall cover
for the immediately preceding month.

2.5 The SUBCONTRACTOR shall, in addition to the specific requirement of the Contract Documents, submit
the following to the GENERAL CONTRACTOR before final payment is made by the GENERAL
CONTRACTOR to the SUBCONTRACTOR.

2.5.1 One (1) set of reproducible in A3 size of tracing paper, three (3) of prints in A3 size of
Blueprints, and one (1) set in electronic format of “AS-BUILT” drawings.

2.5.2 Original and a copy of the Certificate of Final Acceptance.

2.5.3 A sworn affidavit stating that all wages and salaries of its staff and employees and all
indebtedness connected with the Work (including but not limited to claims of or credits to
suppliers, subcontractors and other creditors of the SUBCONTRACTOR) have been fully settled,
with an undertaking that in case of any claim for unpaid wages, claims or credits to concerned
suppliers, subcontractors or creditors, the SUBCONTRACTOR shall indemnify and hold free and
harmless the GENERAL CONTRACTOR from and against any and all such claims. The
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SUBCONTRACTOR shall submit this sworn affidavit with undertaking prior to the payment of
any progress billing by the GENERAL CONTRACTOR.

2.5.4 Original and three (3) copies of Warranty Certificates (in favor of the OWNER) for all Materials
supplied and/or installed. Period of warranty coverage shall comply with the minimum
requirements as stipulated in the Contract Documents.

2.5.5 Any document related to the Subcontract Works required for purposes of obtaining the
building occupancy permit.

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2.6 The SUBCONTRACTOR shall undertake any other justified extra or additional work (collectively referred
to as “Variation Works”) issued as written instruction by the GENERAL CONTRACTOR. Variation Works
for a particular location/area shall be based on the contract unit rates specified at the location/area
where the Variation Works will be performed. Evaluation of such Variation Works shall be in accordance
with the MDC General Conditions of Contract.

2.7 Further details of the responsibilities of the SUBCONTRACTOR vis-à-vis that of the GENERAL CONTRACT
are contained in the attached Annex A - Matrix of Responsibilities.

ARTICLE III – OWNER/GENERAL CONTRACTOR FURNISHED MATERIALS

3.1 The SUBCONTRACTOR shall review on behalf of the GENERAL CONTRACTOR the technical compliance
and completeness of the materials supplied by the GENERAL CONTRACTOR prior to installation by the
SUBCONTRACTOR.

3.2 The GENERAL CONTRACTOR shall turnover to the SUBCONTRACTOR at no cost to the SUBCONTRACTOR,
materials/equipment supplied by the OWNER. Prior to the acceptance, the SUBCONTRACTOR and the
GENERAL CONTRACTOR shall inspect the materials and equipment as to the technical compliance and
completeness based on the agreed quantity within fourteen (14) days after delivery and acceptance of
the materials. Installation shall be done by the SUBCONTRACTOR.

3.3 The SUBCONTRACTOR guarantees that the required quantities of the material furnished by the
GENERAL CONTRACTOR shall not exceed the quantities that will be agreed upon by the GENERAL
CONTRACTOR and the SUBCONTRACTOR. Any shortage in any of the quantities agreed upon shall be
supplied by the SUBCONTRACTOR at no cost to the GENERAL CONTRACTOR.

3.4 It is understood that in case the GENERAL CONTRACTOR requires the SUBCONTRACTOR to perform
Variation Works and such require additional materials/ equipment and accessories that belong to a
class falling under the materials and equipment furnished by the GENERAL CONTRACTOR as more than
what was agreed upon, such additional materials/equipment and accessories for Variation Works shall
be supplied by the GENERAL CONTRACTOR at no extra cost to the SUBCONTRACTOR.

ARTICLE IV – CONTRACT PRICE

4.1 For and in consideration of the SUBCONTRACTOR’s full and faithful performance and completion of the
Subcontract Works in accordance with the terms and conditions herein provided, the GENERAL
CONTRACTOR agrees to pay the SUBCONTRACTOR a fixed lump sum as stated in the Appendix to the
General Conditions of Contract, Contract Price, inclusive of Value Added Tax.

4.2 The Contract Price is not subject to escalation for any reason whatsoever except provided for in ARTICLE
X [“Adjustment in Labor Cost”] of this Agreement.

ARTICLE V – TERMS OF PAYMENT

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5.1 The GENERAL CONTRACTOR agrees to pay the SUBCONTRACTOR a down payment as stated in the
Appendix to the General Conditions of Contract upon the GENERAL CONTRACTOR’s receipt from the
SUBCONTRACTOR of the down payment surety bond, performance bond and the request for down
payment. The Parties agree that the down payment received from the GENERAL CONTRACTOR shall be
used and applied only to expenses related to the Project.

5.2 The GENERAL CONTRACTOR shall pay the SUBCONTRACTOR the monthly progress billing in accordance
with the attached General Conditions of Contract, subject to retention as stated in the Appendix to
the General Conditions of Contract and pro-rata liquidation of down payment. Payment shall be made

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as stated in the Appendix to the General Conditions of Contract after receipt of the SUBCONTRACTOR’s
complete billing documents.

5.3 The GENERAL CONTRACTOR shall release to the SUBCONTRACTOR the retained amount in accordance
with the General Conditions of Contract.

ARTICLE VI – BONDS AND INSURANCES

6.1 The SUBCONTRACTOR shall submit to the GENERAL CONTRACTOR a Deposit/Down Payment Surety
Bond equal to the amount of the Down Payment as stated in the Appendix to the General Conditions
of Contract, and a Performance Bond equivalent to as stated in the Appendix to the General Conditions
of Contract. Both bonds shall be callable upon demand, in favor of the GENERAL CONTRACTOR from a
bank or surety company acceptable to the GENERAL CONTRACTOR.

6.2 In the case of Performance Bond, it shall remain in full force with the full value for the Subcontract
Period plus 1 year or until Final Acceptance Certificate for the Subcontract works is issued by GENERAL
CONTRACTOR to the SUBCONTRACTOR.

6.3 In the case of Deposit/Down Payment Bond, it shall remain in force until said deposit, downpayment,
mobilization fee and/or advance payment is fully liquidated or paid by the SUBCONTRACTOR.

6.4 The SUBCONTRACTOR shall deliver the required Performance Bond and Down Payment Surety Bond
(as applicable) within ten (10) days from the date of signing of this Agreement. The GENERAL
CONTRACTOR may suspend the Subcontract Works if Performance Bond is not received within
stipulated time. For avoidance of doubt, the suspension of Subcontract Works shall be categorized as
SUBCONTRACTOR’s delay, thus, no extension of time shall be granted due to delay in issuance of
Performance Bond.

6.5 If contract duration is extended, whether by virtue of an approved extension of time and/or delay of
SUBCONTRACTOR, or if there is a change in contract amount, or both, the GENERAL CONTRACTOR may
request additional bond accordingly and the SUBCONTRACTOR shall duly comply.

ARTICLE VII – CONSTRUCTION PERIOD AND COMPLETION DATE

7.1 Notwithstanding the date of signing of this Agreement, the SUBCONTRACTOR shall commence work
and shall complete the Subcontract Works as stated in the Appendix to the General Conditions of
Contract.

7.2 The SUBCONTRACTOR acknowledges the fact that other Contractors, Vendors, or even the GENERAL
CONTRACTOR may have to carry out the works in adjacent sites or within the project site itself. The
GENERAL CONTRACTOR shall coordinate the activities of the SUBCONTRACTOR with these other
Contractors/Vendors and the SUBCONTRACTOR must comply with the GENERAL CONTRACTOR’s
instruction concerning relation with other Contractors/Vendors or CONTRACTOR’s personnel to
prevent interference which may adversely affect the progress of the Project.
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7.3 Interference with the Subcontract Works, should it arise, shall be arranged, coordinated and remedied
immediately so as not to serve as a ground for slowing down, delaying or failing to execute the
Subcontract Works.

ARTICLE VIII – GUARANTEE AFTER COMPLETION

8.1 For a period as stated in the Appendix to the General Conditions of Contract, after the issuance of the
Certificate of Final Acceptance of the WORKS by the Owner, the SUBCONTRACTOR guarantees the
Subcontract Works against all defects, and all defects made known to the GENERAL CONTRACTOR by

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the OWNER in writing, within said period shall be repaired or replaced by the SUBCONTRACTOR, and
that said guarantee shall be backed by a guarantee bond as stated in the Appendix to the General
Conditions of Contract. Remedial works shall start within three (3) days from said written notice,
otherwise, the GENERAL CONTRACTOR will undertake the remedial/corrective work in accordance with
the General Conditions of the Contract.

ARTICLE IX– LIQUIDATED DAMAGES

9.1 In the event the SUBCONTRACTOR fails complete the Work as stipulated in Article VII [“Construction
Period and Completion Date”] herein, the SUBCONTRACTOR shall indemnify the GENERAL
CONTRACTOR in the amount as stated in the Appendix to the General Conditions of Contract.

9.2 Payment of liquidated damages by the SUBCONTRACTOR does not relieve the SUBCONTRACTOR of any
other liability that the SUBCONTRACTOR may incur in accordance with the other conditions of the
contract.

ARTICLE X – ADJUSTMENT IN LABOR COST

10.1 In case of government legislated change in the minimum wage that was in effect as of the date of this
Agreement, the portion of labor force supplied by the SUBCONTRACTOR under this Agreement that will
be affected by the change in minimum wage shall be granted an adjustment, anything beyond the
extent required by law, shall not be considered for adjustment. The labor escalation shall be applied to
the balance of work of the SUBCONTRACTOR based on the submitted and approved Bar Chart and
PERT/CPM.

10.2 No claim for adjustment of the Contract Price as a result of the government legislated change in the
minimum wage shall be made by the SUBCONTRACTOR against the GENERAL CONTRACTOR until the
issuance of its implementing rules and regulations, unless the change does not require the further
issuance of rules and regulations for its implementation.

10.3 The agreed upon adjustment (increase in wages as a result of an increase minimum wage) and manner
of computation is specifically described as stated in Appendix to the General Conditions of Contract.

ARTICLE XI – CONTRACTOR’S RIGHT TO TAKE-OVER THE WORKS

11.1 If, at any time within the Subcontract Period, the SUBCONTRACTOR incurs a slippage of seven (7)
calendar days, the GENERAL CONTRACTOR, shall require the SUBCONTRACTOR to submit within three
(3) days from receipt of notice from the GENERAL CONTRACTOR, a confirmed and verified catch-up
schedule, including the required resources to perform the catch-up schedule, to get over the required
delays /slippage incurred. For the avoidance of doubt, the intention of this provision is not to extend
the contract period but to ensure that the SUBCONTRACTOR is able to perform and complete the
balance of WORK, within the original Subcontract Period.
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11.2 When the SUBCONTRACTOR fails to submit a catch-up schedule or perform in accordance with the
catch-up schedule as approved by the GENERAL CONTRACTOR, the GENERAL CONTRACTOR shall have
the right to exercise any, some, or all of the following remedies (as the same may be applicable)

11.2.1 Augmentation thru the provision of labor/workers and/or materials, and/or equipment by the
GENERAL CONTRACTOR or another subcontractor with supervision and management to
remain with the SUBCONTRACTOR;

11.2.2 Take over certain portions or all of the Subcontract Works which may be performed either by
the GENERAL CONTRACTOR or by another subcontractor with resources of this defaulting

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SUBCONTRACTOR to be deemed under the disposition of the GENERAL CONTRACTOR for use
in the Project; or

11.2.3 Terminate the services of the SUBCONTRACTOR in accordance with the provisions of the
General Conditions of Contract.

Any and all costs incurred by the GENERAL CONTRACTOR in undertaking any of the above courses of
action shall be for the account of the SUBCONTRACTOR.

ARTICLE XII - FACILITIES TO BE PROVIDED BY THE GENERAL CONTRACTOR

12.1 Subject to Annex A - Matrix of Responsibilities, the GENERAL CONTRACTOR shall provide the following
services and facilities, free of charge to the SUBCONTRACTOR:

(a) Sufficient space on Site or in the building under construction for the erection by the
SUBCONTRACTOR of its own temporary office and storage subject to the limitations imposed
by the nature of the Site, programme and the requirements of other trades and services;

(b) Reasonable use of the GENERAL CONTRACTOR’s lifting equipment when necessary;

(c) Tapping point for power and water provided that the SUBCONTRACTOR shall be responsible
for the provision and cost of distribution lines to the work areas and all other items necessary
in the proper execution of the Subcontract Works; and

(d) The use of mess rooms and latrines.

The SUBCONTRACTOR is not allowed to put-up quarters for its workers in the Site.

ARTICLE XIII - OTHER CONDITIONS

13.1 Within five (5) days from the commencement of the Subcontract Works, the SUBCONTRACTOR shall
submit to MDC its list of authorized representatives on site who are authorized to transact with MDC
in respect of: (a) the finalization of the terms and execution of the Agreement and related agreements,
(b) financial matters (e.g. billings, change orders, statement of final account), (c) operational matters
(e.g. submission of Subcontract Works Schedule including change orders; submission of work
methodology; submission of Shop Drawings, As-Built Drawings, Product Data, etc.; response to Quality
Issues; requests for overtime works) and (d) other matters. In case of changes in project leadership,
the SUBCONTRACTOR shall inform MDC in writing of any such changes and it is agreed that the
SUBCONTRACTPR’s Project Manager or Team Leader shall be automatically authorized to act as the
SUBCONTRACTOR’s authorized representative unless MDC is informed otherwise in writing.

13.2 As stipulated in the MDC General Conditions of Contract, the SUBCONTRACTOR shall indemnify the
GENERAL CONTRACTOR against the same liabilities in respect of the SUBCONTRACTOR as those for
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which the GENERAL CONTRACTOR is liable to indemnify the OWNER under this Contract.

13.3 Also, the SUBCONTRACTOR shall indemnify the GENERAL CONTRACTOR against any and all claims in
respect of any fault, negligence/omission, non-performance or default of the SUBCONTRACTOR, and
against any non-compliance by the SUBCONTRACTOR with any of its obligations in favor of its own
suppliers, contractors or any third Parties, including non-compliance with any applicable provision of
law, ordinance, or government rule or regulation.

13.4 Should the GENERAL CONTRACTOR be unduly impleaded in a labor case filed by SUBCONTRACTOR’s
employee/personnel/member, the SUBCONTRACTOR shall endeavor to settle the case or have the
complainant drop the GENERAL CONTRACTOR as party-respondent in the said case.

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In case the SUBCONTRACTOR fails to have the complainant drop the GENERAL CONTRACTOR as party-
respondent in the case and/or the SUBCONTRACTOR should fail to settle the case, then the GENERAL
CONTRACTOR shall have the right: i) to withhold the receivables of the SUBCONTRACTOR until the
dropping of the GENERAL CONTRACTOR as party-respondent and/or the settlement of the case; and ii)
to charge the SUBCONTRACTOR with all expenses and losses incurred arising, directly or indirectly, from
such undue inclusion of the GENERAL CONTRACTOR.

13.5 This Agreement, comprising of the Contract Documents, shall supersede and supplant all other prior
communications, promises, covenants, undertakings of whatever nature, whether oral or written,
between the Parties on the same subject matter which have not been incorporated into this Agreement
or attached as part of the Contract Documents. No amendment or change of its provisions shall be
allowed unless approved by the authorized representatives or signatories of both Parties.

Further, any revision/correction/edit initiated by any of the Parties to this Agreement shall be null and
void unless such revision/correction/edit is duly countersigned by the authorized signatories of both
Parties.

13.6 The legal invalidity of any term, clause or provisions of this Agreement shall not affect the validity on
operation of any other term, clause or provision, unless the latter is indispensably or extricably related
to the invalid one.

13.7 Construction methodology shall be approved and accepted by the GENERAL CONTRACTOR. No
additional cost shall be claimed by the SUBCONTRACTOR when complying with the GENERAL
CONTRACTOR’s approved construction methodology.

13.8 Compliance with the Vendors’ Code of Ethics.

The SUBCONTRACTOR acknowledges to have read and fully understood the provisions of the Vendors’
Code of Ethics of Ayala Land, Inc. (“ALI”) accessible at
https://www.ayalaland.com.ph/app/uploads/2022/04/Revised-ALI-Vendor-Code-of-Ethics_final.pdf
and comply therewith including any amendments made thereto.

13.9 Confidentiality.

(a) The term "Confidential Information" refers to any and all trade, business, technical, marketing,
computer and administrative records, plans, software and other data developed or maintained
by the GENERAL CONTRACTOR or the SUBCONTRACTOR that a Party may disclose or that a
Party may have access to during the term of this Agreement. As such, these data are
considered assets of the disclosing party over which the latter retains sole ownership.
Confidential Information excludes such information which:

1. is presently in the Receiving party’s possession; provided that such information has not been
obtained from the Disclosing Party;
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2. is, or becomes, generally available to the public through, for example, such sources as
generally circulated publications, and such availability to the public does not result from
breach of obligations hereunder by the Receiving Party;

3. is received by the Receiving Party from a third party having no obligation to the Disclosing
Party to keep it confidential;

4. is independently developed by the Receiving Party without recourse or reference, directly

or indirectly, to the Confidential Information of the Disclosing Party; or

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5. is disclosed by the Receiving Party pursuant to a requirement by any court or judicial,

governmental or regulatory body or pursuant to any law or regulation.

(b) The Parties understand and acknowledge that Confidential Information has been developed
or obtained by the Disclosing Party through investment of significant time, effort and expense,
and that Confidential Information is a valuable, special and unique asset of the Disclosing Party
which provides the latter with a significant competitive advantage. Therefore, the Receiving
Party agrees to hold in confidence and to not disclose the Confidential Information to any
person or entity without the prior written consent of the Disclosing Party unless otherwise
permitted herein.

(c) The Receiving Party will not copy or modify any Confidential Information without the prior
written consent of the Disclosing Party.

(d) If it appears that the Receiving Party has disclosed, or has threatened to disclose any
Confidential Information in violation of this Agreement, the Disclosing Party shall be entitled
to an injunction to restrain the Receiving Party from disclosing, in whole or in part, such
Confidential Information, or from providing any services to any party to whom such
Confidential Information has been disclosed or may be disclosed. The Disclosing Party shall not
be prohibited by any provision of this Agreement from pursuing other remedies, including a
claim for losses and damages.

(e) The confidentiality provisions of this Agreement shall remain in full force and effect even after
the termination of this Agreement.

(f) Upon written request of the Disclosing Party, the Receiving Party shall return to the Disclosing
Party all written materials containing the Confidential Information.

(g) The Receiving Party shall also deliver to the Disclosing Party written statements signed by the
Receiving Party certifying that all materials have been returned within five (5) days of receipt
of the request.

13.10 Right to Audit.

(a) The GENERAL CONTRACTOR and ALI shall have the right to conduct audits of the
SUBCONTRACTOR including the latter’s own vendors and contractors for purposes of ensuring
compliance with the SUBCONTRACTOR’s representations, warranties, and obligations under
the Contract Documents, ALI’s Vendor Code of Ethics, law and other government issuances,
and obtaining reasonable assurance on the SUBCONTRACTOR’s processes as such relates to
the accuracy, completeness, and existence of records.

(b) The GENERAL CONTRACTOR and/or ALI shall notify the SUBCONTRACTOR of: i) the schedule
and terms of reference/procedure of the audit; and ii) whether the GENERAL CONTRACTOR
and/or its professional advisers and auditors shall be conducting the audit.

(c) The SUBCONTRACTOR shall cooperate fully with the GENERAL CONTRACTOR and/or ALI and/or
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the designated auditors subject only to the withholding of Confidential Information which are
irrelevant to the terms of reference of the audit.

(d) The SUBCONTRACTOR shall, upon effectivity of this Agreement and for a period of five (5)
years after the termination or completion thereof unless another period is expressly required
by the GENERAL CONTRACTOR and/or ALI, maintain all relevant and related records and make

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such available for audit at reasonable business hours, at the SUBCONTRACTOR’s office or place
of business, and at the SUBCONTRACTOR’s own expense.

(e) The SUBCONTRACTOR shall promptly comply with audit instructions and bear the expense
therefor. The fees for the designated auditor shall be shouldered by the GENERAL
CONTRACTOR and/or ALI unless an audit was conducted due to a preliminary finding or report
of breach/violation the Contract Documents, ALI’s Vendor Code of Ethics, law and other
government issuances and such was confirmed through the audit.

13.11 Data Privacy.

(a) The SUBCONTRACTOR understands and agrees that information whether personal, sensitive
personal, or privileged, pertaining to the SUBCONTRACTOR, its employees, representatives
and agent, may be collected, recorded, organized, stored, updated, used, consolidated,
blocked, erased or otherwise processed by the GENERAL CONTRACTOR and/or ALI and/or its
professional advisers and auditors for the following purposes in relation to this Agreement:

1. Ensuring the Vendor’s compliance with its representations, warranties, and obligations
under the Contract Documents, law, other government issuances, and ALI’s Vendor’s
Code of Ethics, and assessing potential or actual violations thereof;
2. Assessing potential violations of ALI’s Vendor’s Code of Ethics and the Contract
Documents;
3. Conduct of appropriate due diligence checks;
4. Evaluation of the SUBCONTRACTOR’s proposal and conduct of corresponding background
checks;
5. Assessing the SUBCONTRACTOR’s viability as a vendor and processing of its accreditation;
6. Communicating to the SUBCONTRACTOR matters related to the required products and
services of the GENERAL CONTRACTOR and/or ALI;
7. Ensuring the SUBCONTRACTOR’s commitment to widely accepted good governance
framework and principles, including anti-bribery / corruption programs, among others;
and
8. Performing other actions necessary or desirable in the implementation and enforcement
of the Contract Documents and ALI’s Vendor’s Code of Ethics.

(b) The SUBCONTRACTOR hereby gives full consent to the GENERAL CONTRACTOR
and/or ALI to collect, record, organize, store, update, use, consolidate, block, erase or
otherwise process information, whether personal, sensitive personal, or privileged, pertaining
to the SUBCONTRACTOR and the transactions subject hereof which will be used for the
implementation of this Agreement and for the purposes stated herein. In this connection, the
SUBCONTRACTOR acknowledges that it has read, understood and/or have been duly informed
of the terms and conditions pertaining to the data privacy practices of the GENERAL
CONTRACTOR and ALI as reflected in their Data Privacy Policy accessible at
https://www.ayalaland.com.ph/privacy-policy/ which the SUBCONTRACTOR hereby expresses
its full conformity thereto.
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(c) In case information, whether personal, sensitive personal, or privileged, pertaining to the
SUBCONTRACTOR’s employees, representatives and agents be shared with the GENERAL
CONTRACTOR and/or ALI and/or its professional advisers and auditors for purposes of the
implementation of this Agreement and for the purposes stated herein, the SUBCONTRACTOR
acknowledges and gives full consent to the Data Sharing Agreement attached to, and forming
an integral part of, the Contract Documents, and undertakes to execute such other
implementing agreements that may be necessary for the valid processing of the shared
information, notify the intended data subjects, including the SUBCONTRACTOR’s employees,
representatives and agents, and secure the consent of the said data subjects for such sharing,
that may be necessary under the relevant data privacy laws, rules and regulations.

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(d) The SUBCONTRACTOR, in the performance of its obligations under this Agreement, shall
comply with the provisions of Republic Act No. 10173, otherwise known as the Data Privacy
Act of 2012, its implementing rules and regulations, as well as all issuances of the National
Privacy Commission (collectively, the “Data Privacy Act and its Related Issuances”).

(e) The SUBCONTRACTOR shall take and implement adequate technical and
organizational measures to protect the GENERAL CONTRACTOR’s Personal Data against
unauthorized and accidental access, processing, erasure, loss or destruction. If the
SUBCONTRACTOR or any of its personnel downloaded or stored electronically any Personal
Data on a desktop, computer disk, memory stick, mobile phone, iPad, or other mobile or
portable device or transferred or received the Confidential Information to or from the
GENERAL CONTRACTOR or any third party (through whichever medium of transfer including
without limitation transfers over a network), the SUBCONTRACTOR shall encrypt the Personal
Data using encryption standard technologies appropriate to the sensitivity of the Personal
Data concerned. Whenever required or permitted to transfer or receive Confidential
Information, the SUBCONTRACTOR shall ensure that dispatch and receipt are appropriately
evidenced and assured. As used in this Agreement, the GENERAL CONTRACTOR’s “Personal
Data” means the electronic data or information submitted by the GENERAL CONTRACTOR to
the SUBCONTRACTOR including without limitation employee and former employee names,
dates of birth, identifying numbers, address, compensation, job title, and any medical
information, and any personally identifiable information of such employees, and all other data
considered to be Personal Data under the Data Privacy Act. The SUBCONTRACTOR further
undertakes to:

1. Process the Personal Data only upon the documented instructions of the GENERAL
CONTRACTOR, including transfers of Personal Data to another country or an international
organization, unless such transfer is authorized by law;
2. Ensure that an obligation of confidentiality is imposed on persons authorized to process
the Personal Data;
3. Implement appropriate security measures and comply with the Data Privacy Act and its
Related Issuances;
4. Not engage another processor without prior instruction from the GENERAL CONTRACTOR:
provided, that any such arrangement shall ensure that the same obligations for data
protection under the contract or legal act are implemented, taking into account the nature
of the processing;
5. Assist the GENERAL CONTRACTOR, by appropriate technical and organizational measures
and to the extent possible, fulfill the obligation to respond to requests by data subjects
relative to the exercise of their rights;
6. Assist the GENERAL CONTRACTOR in ensuring compliance with the Data Privacy Act and its
Related Issuances, taking into account the nature of processing and the information
available to the SUBCONTRACTOR;
7. At the choice of the GENERAL CONTRACTOR, delete or return all Confidential Information
after the end of the term of this Agreement: provided, that this includes deleting existing
copies unless storage is authorized by the Data Privacy Act or another law;
8. Make available to the GENERAL CONTRACTOR all information necessary to demonstrate
SCA for S&I package_ver. 2022-05

compliance with the obligations laid down in the Data Privacy Act and its Related Issuances,
and allow for and contribute to audits, including inspections, conducted by the the
GENERAL CONTRACTOR and/or ALI and/or their professional advisers and auditors; and
9. Immediately inform the GENERAL CONTRACTOR if, in its opinion, an instruction infringes
any or all of the Data Privacy Act and its Related Issuances.

13.12 This Agreement shall be governed and construed in accordance with Philippine law.

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Ref. No. MDC-SCA-2023-00790

IN WITNESS WHEREOF, the Parties hereunto affixed their signatures, duly authorized, on
_____________________ at ________________________.

MAKATI DEVELOPMENT CORPORATION JSQUARED CONSTRUCTION

GENERAL CONTRACTOR SUBCONTRACTOR

ALBERTO E. MAÑUS JOHN SIMON B. GUEVARRA

Attorney-In-Fact Date Owner Date

TOMMY E. UY
Attorney-In-Fact Date

Signed in the Presence of:

ALFREDO T. MAÑAUL JOSE EMANUEL G. LOCSIN

Project Manager Date Project Manager Date

{Acknowledgement page follows.}

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Ref. No. MDC-SCA-2023-00790

A C K N O W L E D G E M E N T

REPUBLIC OF THE PHILIPPINES)

) S.S.

BEFORE ME, a Notary Public for and in _______________ on this _________________ personally
appeared,

NAME GOVERNMENT ISSUED ID DATE/PLACE OF ISSUE

MAKATI DEVELOPMENT CORPORATION TIN 000-410-817-000

ALBERTO E. MAÑUS DL ID WITH NO. N26-03-011096 9/14/2018

MANILA

TOMMY E. UY DL ID WITH NO. N04-10-00178 12/27/2018

Both known to me to be the same persons who executed the foregoing instrument and acknowledge to me that
the same is their free and voluntary deed as well as the free act and voluntary deed of the corporations herein
represented.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this
________________ at ____________________________.
SCA for S&I package_ver. 2022-05

Doc. No. _____________;

Page No. _____________;
Book No. _____________;
Series of 2023.

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Ref. No. MDC-SCA-2023-00790

A C K N O W L E D G E M E N T

REPUBLIC OF THE PHILIPPINES)

) S.S.

BEFORE ME, a Notary Public for and in _______________ on this _________________ personally
appeared,

NAME GOVERNMENT ISSUED ID DATE/PLACE OF ISSUE

JSQUARED CONSTRUCTION TIN 415-000-758-000

JOHN SIMON B. GUEVARRA PRC WITH ID NO. 0027610

Known to me to be the same person who executed the foregoing instrument and acknowledge to me that the
same is their free and voluntary deed as well as the free act and voluntary deed of the corporations herein
represented.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal this
________________ at ____________________________.

Doc. No. _____________;

Page No. _____________;
Book No. _____________;
Series of 2023.
SCA for S&I package_ver. 2022-05

Page 13 of 13