Outsourcing Agreement

KNOW ALL MEN BY THIS PRESENTS:



This OUTSOURCING AGREEMENT made and executed this 6 th day of August, 2008 [stamped AUG 08 2008] ("Effective Date") at Makati City, Metro Manila, Philippines, by and between:



BASTION PAYMENT SYSTEMS CORPORATION , a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines with principal place of business at 9 th Floor, Don Chua Lamko Building, Leviste cor. H.V. De La Costa Sts. Salcedo Village, Makati City, Philippines, represented herein by its Chief Executive Officer, Wilfred Tan, hereinafter referred to as "BASTION".



-and-



MOBICLEAR INC, a corporation, duly organized and existing under and by virtue of the laws of the British Virgin Islands, which is a wholly-owned subsidiary of Mobiclear Inc., a corporation organized under the laws of the state of Pennsylvania, US, with an office at 3 rd Floor, Shun Feng International Centre, 182 Queen's Road East, Wanchai, Hong Kong, represented herein by its Chief Executive Officer, Stephen Cutler, hereinafter referred to as "CLIENT";



? WITNESSETH: THAT ?



WHEREAS, BASTION has developed certain software programs, procedures related to software development, maintenance, project management, and related services (" SERVICES ?) which are available to other companies;



WHEREAS, BASTION possesses technology, processes, equipment, and procedures (" TECHNOLOGY") that allows it to develop software programs and the like;



WHEREAS, BASTION has demonstrated expertise in the field of developing, designing, and maintaining software programs, as well as the project management and oversight of such projects;



WHEREAS, the CLIENT is desirous to use BASTION TECHNOLOGY and SERVICES to develop and maintain its software products;



NOW, THEREFORE, for and in consideration of the foregoing premises and the terms and conditions contained in this Agreement, the Parties hereto agree to the following:



I. DEFINITION OF TERMS



1.1 Definitions. Unless the context otherwise requires, terms used herein shall have the meanings specified in Schedule 1.



1.2 Interpretations. Each definition in this Agreement includes the singular and the plural. Captions and Section headings used herein are for convenience and reference only and are not to be considered or used in determining the content thereof. The Schedules referred to throughout this Agreement are attached hereto and are incorporated herein.






II. SCOPE OF SERVICES



2.1 The systems and services to be provided by BASTION on behalf of Client are listed in Schedule 2.



2.2 Basic Services.



2.2.1 Bastion and the Client will agree, from time to time, on specific projects or services which will be rendered by Bastion. An agreement as to the nature and scope of each project or service shall be attached to this agreement as an amendment,



2.2.2 The fees as agreed upon by both Parties from time to time, shall apply to these projects or services.



2.2.3 Optional Services ? List of additional Services available at the option of CLIENT as indicated in Schedule 3.



2.3 The aforementioned coverage of services to be rendered by BASTION is without prejudice to inclusion of other services which the Client may in the future request, and which BASTION, may accede to provide, as may be embodied in an amendment to this Agreement or a supplement hereto.



III. SERVICE FEES, BILLINGS, PAYMENT AND TAXES



3.1 BASTION shall be entitled to collect its fees as compensation for the services herein rendered. The amount of such fees is indicated in Schedule 2. The price is exclusive of taxes. In case CLIENT exercises option to avail Optional Services, fees for such service shall be billed on the then current rate at the time the option is exercised.



3.2 BASTION will provide billing statements to CLIENT every 25 th day of the month to reflect the deductions made on CLIENT's account. CLIENT can also opt to directly wire or transfer money directly into BASTION's Bank Account. BASTION will provide the account information to the CLIENT.



3.3 The CLIENT agrees that all fees for services billed shall be paid within ten (10) days from the billing date. Any payment not made when due shall be subject to penalty charge of three (3%) percent per month, with a fraction of a day in a month counted as one month, unless superseded by a different written agreement of the Parties.



3.4 CLIENT agrees to pay in full, any fines, charges, surcharges, penalties, that may be levied by the legal and regulatory authorities, in connection to the business operations of the CLIENT.



3.5 CLIENT agrees that the start of the billing period will be the date of execution of the contract. In the case where the billing period is less than a full calendar month, the CLIENT shall be billed on a fractional basis.



IV. TERM OF THE AGREEMENT



4.1 This Agreement shall take effect upon its execution and shall exist for a Minimum Term of two (2) years as indicated in Schedule 2. This Agreement may be terminated by either party, for any reason, upon sixty (60) days prior written notice to the other party.






4.2 The right to terminate for good cause shall particularly be given in the event of: [look at]





(a) liquidation of the respective other Party;



(b) the application and/or opening of insolvency proceedings over the assets of the respective other party;



(c) a material worsening of the financial situation of the respective other Party;





(d) breach of material contractual obligations by the respective other Party; in relation there shall be particularly be a breach of material contractual obligations if the obligations under Article III are breached;



(e) official written communications from legal or regulatory authorities instructing either Party to terminate without prejudice, the operations of the other Party for whatever reason.





4.3 Every termination is required to be in writing. Termination by email is excluded.



4.4 Should either party to this Agreement commit any breach of the provisions hereof, the aggrieved party shall require the other party to remedy such breach and should the latter fail to remedy such breach within thirty (30) days from the receipt of the written notice, the aggrieved party shall be entitled to cancel or terminate this Agreement with immediate effect.



4.5 BASTION reserves the right to suspend, with due notice to the CLIENT, services to the CLIENT, upon instruction by legal and authorized government and regulatory agencies, as may be provided for by law, in the areas of operation of BASTION.



V. EFFECT OF TERMINATION



5.1 Upon expiration or termination of this Agreement, BASTION shall have no further obligation to provide the services to the CLIENT and all outstanding unpaid obligations due and owing to BASTION shall become immediately due and payable. Expiration or termination of this Agreement shall not affect the obligation of the CLIENT to pay for the services rendered or any other obligation or liability owing or which becomes owing under this Agreement whether the obligations arise prior to or after the date of termination.



5.2 In case of pre-termination without cause by the CLIENT, it shall be liable for the fees corresponding to the unexpired term of the contract.



5.3 In case of suspension of services due to other legal or regulatory requirements attributable to the CLIENT, the CLIENT shall be liable for fees corresponding to the term of suspension.






VI. LIMITATION OF LIABILITY



6.1 NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE USE OF BASTION'S SERVICES OR TECHNOLOGY IS SOLELY AT CLIENT'S OWN RISK. THE SERVICES AND TECHNOLOGY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BASTION EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES AND TECHNOLOGY, WHETHER EXPRESS OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BASTION MAKES NO WARRANTY THAT THE SERVICES, TECHNOLOGY, AND PRODUCTS PRODUCED WILL MEET CLIENT'S REQUIREMENTS, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, CURRENT, ACCURATE, COMPLETE OR ERROR-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES AND TECHNOLOGY WILL BE ACCURATE OR RELIABLE. CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT CLIENT'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY DEFECT IN OR DISSATISFACTION WITH THE SERVICES AND TECHNOLOGY IS TO CEASE TO USE THE SERVICE.



6.2 BASTION shall not be liable for damage or loss suffered by CLIENT or its Customers in case of erroneous application or non-application transactions. Under no circumstance shall BASTION be liable for the use of its SERVICES AND TECHNOLOGY, or for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fir ...