Memorandum of Understanding

This Memorandum of Understanding (MOU), dated 29 August 2017 is between the PROVINCE
OF APAYAO as represented by HON. ELIAS C. BULUT JR. and EXPLORA.PH as represented
by PERRY SUMAKOTE, collectively referred to as “the Partners.”

The Partners wish to work together and in compliance with the following clauses:

GOAL

To promote tourism in the Province of Apayao through an online platform that showcases the
province’s tourism areas and activities, promotes preservation of local heritage and culture, and
gives the general public an access to accommodation and activity providers (“Operators”).

ROLES AND RESPONSIBILITIES OF PARTNERS

Apayao Provincial Tourism Office

 Provide Explora with a list of Operators under its jurisdiction.

 Endorse Explora to Operators as the official partner in the creation of the provincial
tourism website

 Furnish Explora with copies of the province tourism promotional materials currently in
use

 Use and acknowledge the website as the Official Provincial Tourism Website for the
Province of Apayao on all promotional efforts and materials, which may include, but are
not limited to radio, print, television and online ads

 Facilitate full sign-up of at least sixty-percent (60%) of all accommodations and activities
in the municipality to the platform no later than 2 weeks before scheduled launch (see
attached for list of requirements to be submitted by operators)

 Assign at least one (1) point person to administer VisitAPAYAO.com

 Provide logistical support (meals, accommodation, transportation) to the Explora

documentation team as agreed upon

EXPLORA
  Design, create, maintain, and promote the municipal website VisitAPAYAO.com FREE
of charge

 Provide free web hosting and free domain name for three (3) years

 Coordinate directly with Operators for all website listing concerns

 Provide Provincial Tourism of Apayao with information and data tourism trends as
exported from the website

 Provide technical support

EFFECTIVE DATES

This MOU shall take effect upon signing by the Partners and shall remain in effect for a period of
no less than three (3) years. Neither party may assign or transfer all or any portion of this MOU
without the prior consent of the other party.

The MOU is open-dated and need not be renewed at the end of the three (3) year period. Any
amendment or waiving of provisions should be by written agreement by the Partners. The
individuals signing this MOU on behalf of their respective entities represent and warrant (without
personal liability thereof) that upon signature of each, this MOU shall have been duly executed
by the entity each represents.

TERMINATION

Any Party may terminate this MOU and any related agreement after the period of three (3) years
by giving 30 days’ prior notice to the other Party.

If the Province of Apayao wishes to terminate this MOU before three (3) year period is over,
management of the site will be transferred to the Province of Apayao or its chosen
representative for the remainder of that period; training of which will be conducted by Explora at
no cost.

Termination of this MOU will terminate the site domain name unless prior arrangement for
transfer of domain ownership and management is agreed upon.

DATA OWNERSHIP

The Partners agree that data gathered within the effectivity of this MOU can be used by either
Partner for analysis, planning, and promotion purposes without obtaining the consent from the
other and without any need to account to the other.
INTELLECTUAL PROPERTY RIGHTS

Content owned by either party before the effectivity of this MOU, which the owning party opted
to include on the Site, shall remain under the ownership of the respective owning party. Content
produced by Explora upon the effectivity of this MOU shall remain under the ownership of
Explora.

Explora and/or its licensors own all rights to the intellectual property and material created and
developed for the Site and all such rights are reserved.

ASSIGNMENT

Explora shall be permitted to assign, transfer, and subcontract its rights/or obligations under
these MOU without any notification or consent required.

RESTRICTIONS

Province of Apayao Tourism Office is expressly and emphatically restricted from all of the
following:

 Publishing any Site material in any media without Explora’s consent and proper crediting

 Selling, sublicensing, and/or otherwise commercializing any Site material

 Using the Site in any way that is, or may be, damaging to the Site

 Using the Site in any way that impacts user access to the Site

 Using the Site contrary to applicable laws and regulation, or in a way that causes or may
cause, harm to the Site or to any person or business entity

 Engaging in any data mining, data harvesting, date extracting, or any other similar
activity in relation to the Site, or while using the Site.

NO WARRANTIES

The Site is provided “as is,” with all faults, and Explora makes no express or implied
representations or warranties of any kind related to the Site or materials contained on the Site.
Additionally, nothing contained on the Site shall be construed as providing consult or advice to
any Party.
NO JOINT VENTURE

Notwithstanding the terms “PARTNERS” and “PARTNERSHIP”, the Partners agree that they are
not entering into a Legal Partnership, Joint Venture, or other such business arrangement.
Neither Partner will refer to or treat the arrangements under this MOU as a Legal Partnership or
take any action inconsistent with such intention.

PREPARED BY:

PERRY SUMAKOTE HON. ELIAS C. BULUT JR.

Co-founder Governor
VP, Marketing and Strategic Development Province of Apayao
Explra.ph
Date:_____________ Date: __________________