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EMPLOYMENT CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This EMPLOYMENT CONTRACT is entered into this _______day of _______ 2022, by and between

QPAX TRAFFIC SYSTEMS INC., 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 6 th Floor Cambridge Centre
Building, 108 Tordesillas St., Salcedo Village, Makati City, Philippines, represented herein by its President,
MR. MANOLO STEVEN M. ONA, hereinafter known as EMPLOYER;

- and -

I, ________________________, of legal age, __________, with residential at ______________

WITNESSETH that:

WHEREAS, EMPLOYER is in the business of contracting with government through the promotion, operation
and/or and sale of traffic enforcement systems and related products and services as well as the
distribution of traffic and transportation related products and services;

WHEREAS, the EMPLOYEE represents that he possess the required skills to perform the duties and
functions specified in Exhibit 1 hereto (the “Position Description”).

NOW THEREFORE, the Parties hereby agree as follows:

1. APPOINTMENT

The EMPLOYEE is hereby appointed as _________________, under a Casual Employment Status for a
period of Three (3) Months beginning on the Effective Date.

2. COMPENSATION

The EMPLOYEE shall receive a Gross Monthly Salary of _________________________________

3. DUTIES AND RESPONSIBILITIES

3.1.1 The EMPLOYEE shall perform the duties and responsibilities specified on the attached Position
Description and all other tasks as may be reasonably assigned to him by the EMPLOYER from time
to time;

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3.1.2 The EMPLOYEE must, at all times, protect and advance the interests of the EMPLOYER, its
principals, and its employees and perform his duties to the satisfaction of the EMPLOYER’S
Management.

4. PLACE OF WORK

The EMPLOYEE’S primary place of work shall be in the principal place of business of EMPLOYER.
Also, the EMPLOYEE may be required to travel from time to time.

5. HOURS OF WORK

The EMPLOYEE shall work for a minimum of eight (8) hours per day, from 8:00 am to 5:00 pm,
and shall report to work for at least five (5) days per week, from Monday to Friday, or as may be
reasonably assigned to him by EMPLOYER from time to time.

6. REGULARIZATION OF EMPLOYMENT

By or before the end of the six-month probationary period and upon the recommendation of the
designated supervisor that performance standards were met in line with its duties and
responsibilities, the EMPLOYEE shall be granted a Regular Employment Status, and shall be
entitled to all company benefits and privileges enjoyed by Regular Employees.

7. DECORUM

The EMPLOYEE must observe and comply with all Company Rules and Regulations, written or
otherwise. Further, the EMPLOYEE shall have no direct or indirect interest in any firm or entity,
whether for profit or not, that is in competition with or offers the same or similar products and/or
services as the EMPLOYER. It is imperative that the EMPLOYEE be barred from posting,
commenting or engaging in social media activities that may cause irreparable injury to the
EMPLOYER.

8. NON-COMPETITION
In the event the EMPLOYEE’S employment with EMPLOYER is terminated for whatever reason, he
must not be employed by any firm, nor establish or set up a business, offering the same or similar
products and/or services as the EMPLOYER, for a period of three (3) years from the date of such
termination, without the prior written consent of EMPLOYER.

9. INTELLECTUAL PROPERTY

The EMPLOYEE shall promptly disclose to the EMPLOYER all work documents, plans, studies,
inventions, improvements, discoveries, methods, formulas, developments and research, whether
patentable or not, which are created, made, conceived of or reduced to practice by the
EMPLOYEE or under the EMPLOYEE’S direction or jointly with others during the term of this
Agreement (collectively, the “Developments”). The EMPLOYEE agrees that the Developments
belong to and shall be the sole property of the EMPLOYER and shall be the Developments of
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EMPLOYER. The EMPLOYEE agrees to assign and does hereby assign to the EMPLOYER (or any
person or entity designated by EMPLOYER) all of the EMPLOYEE’S right, title and interest in and to
the Developments. The EMPLOYEE shall fully cooperate with the EMPLOYER, both during and
after the term of this Agreement, and shall sign all papers, including, without limitation,
declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney,
which the EMPLOYER may deem necessary or desirable in order to protect its rights and interests
in the Developments. The EMPLOYEE further agrees that if the EMPLOYER is unable, after
reasonable effort, to secure the signature of the EMPLOYEE on any of such papers, any Manager
of the EMPLOYER shall be entitled to execute any of such papers as the agent and attorney-in-fact
of the EMPLOYEE, and the EMPLOYEE hereby irrevocably designates and appoints each manager
of EMPLOYER as the EMPLOYEE’S agent and attorney-in-fact to execute any such papers on the
EMPLOYEE’S behalf, and to take any and all actions as EMPLOYER may deem necessary or
desirable in order to protect its rights and interests in the Developments.

10 CONFIDENTIALITY

10.1 The EMPLOYEE recognizes and acknowledges that the systems the EMPLOYER owns,
holds in trust, develops, plans whether for its own use or by its clients are confidential in nature
and are property of the EMPLOYER. He further acknowledges that to enable the EMPLOYER to
perform services for clients, the latter may have furnished the EMPLOYER confidential
information concerning their business affairs, property transactions under consideration
(including identities of their companies that are or may be parties to such transactions), methods
of operation or other data that by goodwill afforded to EMPLOYER, among other things;
10.2 The EMPLOYEE agrees that, except as directed by the EMPLOYER in writing, the former
shall not at any time, whether during or after termination of employment, disclose to any person
or use any confidential information, or permit any person to examine and/or make copies of any
documents which contain or are derived from any confidential information, whether prepared by
the EMPLOYER or coming into the possession of the EMPLOYEE directly or by reason of her job;
10.3 The term “Confidential Information” shall include all information, whether written, oral,
electronic, or any other form, that is not known by, or not generally available to the public at
large and that concerns the business, activities, contract terms, pricing and cost information,
financial information, business and marketing plans and strategies, business opportunities,
research and development activities, trade secrets, technology of the EMPLOYER or otherwise
relates thereto, in any manner whatsoever, its customers, their clients, suppliers and other
business or entities, with whom the EMPLOYER does business which may come to the possession
of the EMPLOYEE during the tenure of employment in whatever manner or reason, which, if
misused or disclosed, could adversely affect the Company’s business. Information is Confidential
whether it is marked as confidential or proprietary or not, and a presumption that all
communications are confidential will be applied unless otherwise stated by the EMPLOYER. For
the avoidance of doubt, “Confidential Information” includes all types of personal information,
sensitive personal information, and privileged information, as defined under Data Privacy laws
and regulations of the Philippines (“Philippine Data Privacy Laws”);
10.4 The EMPLOYEE undertakes not to make copies or duplicates of any confidential information or
other sensitive property or materials mentioned, including but not limited to Notice of Violation,
keys, access cards, diskettes, flash drives, electronic files programs, databases regardless of
storage location, photographs or such other proprietary information relating to the EMPLOYER’s
business;
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10.5 Failure of the EMPLOYEE to submit, turnover, or return the company property falling under
confidential information, as demanded in writing, within five (5) days therefrom, shall be deemed
as violation of the confidentiality clause;
10.6 In case of violation of the preceding paragraphs on Confidentiality, the EMPLOYEE agrees to
compensate the EMPLOYER by way of Liquidated Damages or at a higher amount as may be
established by the EMPLOYER at its option. For the avoidance of doubt, the EMPLOYER reserves
the right to file a third party complaint against the EMPLOYEE in the event that the former
receives a complaint for any violation of Philippine Data Privacy Laws and any other applicable
law in relation to disclosure of Confidential Information; Further, said violation shall be
considered as a valid ground for termination of employment of the EMPLOYEE, depending on the
extent of damage caused to the EMPLOYER, subject to existing rules on due process;
10.7 The EMPLOYEE authorizes the EMPLOYER to apply whatever salary earned or accruing to her as
compensation for the violation and to withhold any amount pending actual application.

11. UNDERTAKING

The EMPLOYEE shall work exclusively for the benefit of the EMPLOYER. The EMPLOYEE further
warrants that he shall comply with all his undertakings and obligations set forth in this Agreement
and shall indemnify the EMPLOYER against any actual losses, damages, costs and expenses,
including attorney’s fees, incurred as a result of the breach of this Agreement or his willful act,
omission, fraud or negligence.

12. TERMINATION OF EMPLOYMENT

12.1 A Performance Evaluation shall be conducted upon the EMPLOYEE within 30 days prior to the
termination of the probationary period.

Should the EMPLOYEE fails to satisfactorily meet and comply with the performance standards and
policies set by the EMPLOYER, the EMPLOYER reserves the right to terminate the EMPLOYEE’S
employment. In such case, a Notice of Failure to Qualify shall be served upon the EMPLOYEE,
stating thereon the ground of such failure and shall specify that the employment shall be
terminated upon the end of the probationary period;

12.2 The EMPLOYEE may also be terminated from employment for any just and authorized causes
provided under the Labor Code; and

12.3 If the EMPLOYEE intend to resign from the Company during the probationary period, the former
is required to notify the EMPLOYER at least thirty (30) days prior to the effectively of such
resignation; otherwise, the EMPLOYEE shall be liable for damages on the basis of a valid ground
for the same.

13. ACCEPTANCE OF TERMS AND CONDITIONS OF EMPLOYMENT

The EMPLOYEE’S affixing of his signature to this Agreement means that:

a. The EMPLOYEE has read and fully understood the terms and conditions of this Agreement and
accepts the same; and

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b. The terms and conditions for the regularization of EMPLOYEE’S employment has been clearly
communicated to and accepted at the time of engagement.

14. GENERAL PROVISIONS

14.1 If any provision of this Agreement shall be held unenforceable, then the remainder of this
Agreement shall not be affected thereby. Notwithstanding the foregoing, if a material provision
is held to be unenforceable, the Party receiving the benefit of the provision, or either Party if both
benefit, may terminate this Agreement by written notice to the other party within thirty (30) days
after the provision is held to be prohibited or invalid;

14.2 Neither Party shall, by mere lapse of time, without giving notice or taking other action hereunder,
be deemed to have waived any breach by the other Party of any of the provisions of this
Agreement. Further, the waiver by either Party of a particular breach of this Agreement by the
other shall not be construed as, nor constitute a continuing waiver of, such breach or of breaches
of the same or other provisions of this Agreement;

14.3 This Agreement is the complete and exclusive statement of agreement concerning the subject
matter hereof, and supersedes all prior understandings and communications between the Parties
relating hereto;

14.4 This Agreement may be amended only by a subsequent writing that is signed by both Parties;

14.5 This Agreement is binding on and inures to the benefit of the Parties, their heirs, executors,
administrators, successors and assigns; and

14.6 The headings in this Contract are for convenience only and are not to be construed as part of this
Agreement and shall not in any way affect the interpretation thereof.

ACCEPTED AND AGREED.

___________________________ ___________________________

MANOLO STEVEN ONA (Name of EMPLOYEE)

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ANNEX A

(NAME OF POSITION)
POSITION DESCRIPTION

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