TELEMARKETING SERVICES AGREEMENT

RECITALS

Client engages in Orangebeak Technologies Pvt. Ltd. (OBTPL) organizes national and international B2B technical events like BOILER INDIA and BOILER WORLD. It also operates as a digital agency specializing in strategy, design, web development, communication, and digital marketing and requires telemarketing services for its "Boiler World S.E.A. 2025" event ("Event").

Service Provider provides professional telemarketing and business process outsourcing services with the necessary expertise, resources, and personnel.

Client wishes to engage Service Provider, and Service Provider wishes to provide services to Client, under this Agreement's terms.

Therefore, for valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree:

I. SERVICES PROVIDED ("Services")

1.1 Objective:
Service Provider will provide professional telemarketing services to Client to support B2B outreach, lead generation, and attendee acquisition for the Boiler World S.E.A. 2025 event.

1.2 Specific Services:
Services include:

• a. Strategic B2B Outreach: Developing and executing targeted calling campaigns to potential Event attendees/exhibitors in Southeast Asian (SEA) markets, including list qualification, script development (with Client consultation), and objection handling.
• b. Bilingual Communication: Deploying telemarketing agents fluent in English and Filipino. Service Provider warrants agents' professional proficiency.
• c. Database Generation & Enrichment: Generating new leads through web scraping, market research, and database compilation (target: ~1,200 new SEA leads/month) based on agreed industries, profiles, and data points (e.g., Company Name, Contact, Title, Email, Phone, Industry).
• d. Multi-Channel Engagement: Using a coordinated approach of outbound calls, personalized email follow-ups, and targeted LinkedIn outreach.
• e. Reporting and Transparency: Providing real-time or near real-time access to campaign dashboards (if agreed), clean data logs, and transparent execution.

II. SERVICE BREAKDOWN (SCOPE OF WORK & DELIVERABLES)

2.1 Personnel Deployment:
Service Provider will assign three (3) dedicated Full-Time Employees (FTEs) exclusively to Client's campaign for this Agreement's duration, trained on Event value, target audience, and objectives. Each FTE will operate for 9 hours per day.

2.2 Target Deliverables:

• a. Verified Registrations: Target: 1,200 verified Event registrations over two months. "Verified registration" means a registration via the official Event portal by a lead contacted by Service Provider, with confirmed attendance intent.
• b. Contact Generation: Generate ~2,400 fresh B2B Event-relevant contacts. "Fresh contacts" means those not previously in Client's database or from Client-provided public lists.

2.3 Reporting Deliverables:

• a. Weekly Performance Reports: Detailed weekly reports (due Monday) on KPIs including: calls made, contacts reached, emails/LinkedIn messages sent, leads generated, registrations secured, challenges, and next week's plans.
• b. Access to Logs: Transparent access to call logs, email templates, and generated contact lists (subject to data privacy compliance).

2.4 Management and Oversight:
Service Provider will provide dedicated campaign management, ongoing FTE training, quality assurance, and strategic oversight. A designated Service Provider Account Manager is Client's primary contact.

III. DURATION

3.1 Start Date:
Campaign starts May _____, 2025, or upon receipt of Upfront Payment (Section IV) and necessary Client campaign materials, whichever is later.

3.2 End Date:
Campaign ends July _____, 2025 ("Initial Term"), covering two (2) calendar months.

3.3 Extension:
This Agreement can be extended beyond the Initial Term by mutual written agreement at least fifteen (15) days before the End Date, detailing the new term, scope, and compensation.

IV. COMPENSATION & PAYMENT TERMS

4.1 Compensation Structure and FTE Rate:
The total compensation for Services during the Initial Term is Two Thousand Three Hundred Forty US Dollars ($2,340). This amount is based on the deployment of three (3) Full-Time Employees (FTEs), with each FTE charged at a rate of Three Hundred Ninety US Dollars ($390) per month. The monthly charge for each FTE will commence from the Start Date of the campaign (as defined in Section 3.1), which is contingent upon, among other things, the receipt of the Upfront Payment.

4.2 Payment Schedule:

• a. Upfront Payment: 30% of Total Contract Value ($702) due before project kickoff. Service Provider will invoice upon Agreement execution. This Upfront Payment is non-refundable after Services commence as it covers initial setup, mobilization, and resource allocation costs.
• b. Final Payment: Remaining 70% ($1,638) due upon project completion or achievement of Section II deliverables, whichever is earlier, but no later than 5 business days after End Date, subject to adjustment as per Section 4.7. Service Provider will invoice upon project completion.

4.3 Payment Method:
Payments shall be made via bank transfer to the Service Provider’s designated bank account or wise account. Complete banking details will be provided on the invoice.

4.4 Late Payment:
Late payments (over 10 business days past due) incur a ₹1,000/week penalty (or max legal rate) from due date until full payment.

4.5 Service Interruption for Non-Payment:
Service Provider may suspend Services for payments overdue by fifteen (15) or more days, after providing five (5) days written notice to Client to cure such non-payment. Services will resume promptly upon clearing all outstanding dues.

4.6 Taxes:
Each Party is responsible for its own respective taxes. Fees are exclusive of GST or other indirect taxes, which Client will pay if applicable and if invoiced by the Service Provider.

4.7 Impact on Payment for Not Meeting Minimum Registrations:

• a. The Parties acknowledge that achieving a minimum of eight hundred (800) Verified Registrations (as defined in Section 2.2.a) by the End Date is a critical performance indicator for this engagement.
• b. Should the total number of Verified Registrations secured by the Service Provider by the End Date be less than eight hundred (800), the Final Payment (specified in Section 4.2.b) shall be subject to a reduction. The specific mechanism for this reduction will be as follows:
  [CLIENT/PARTIES TO INSERT AGREED MECHANISM. Examples:
  "For each Verified Registration below 800, the Final Payment shall be reduced by $[Amount] USD."
  "The Final Payment shall be reduced by [X]% if fewer than 800 Verified Registrations are achieved."
  "A tiered reduction will apply: 700-799 registrations result in a [Y]% reduction of Final Payment; 600-699 registrations result in a [Z]% reduction of Final Payment; fewer than 600 registrations result in a [A]% reduction of Final Payment." ]
• c. This reduction is specifically tied to failing to meet the 800 Verified Registration minimum. Achieving the full target of 1,200 Verified Registrations as per Section 2.2.a remains the expectation for the full, unadjusted Final Payment.
• d. Any such reduction shall be calculated and applied to the invoice for the Final Payment.

V. CONFIDENTIALITY OF OPERATIONAL INFORMATION

5.1 Definition:
"Confidential Information" for the purposes of this Section V means all non-public information (whether oral, written, electronic, or in any other form) disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") in connection with the performance of Services under this Agreement, including but not limited to: business plans, financial information, customer and prospect data, Client-specific call scripts, trade secrets, know-how, software, technical data, or any information designated as confidential or which reasonably ought to be understood as confidential in the course of service delivery. This does not include the terms of the Agreement itself, which are addressed in Section VI.

5.2 Obligations:
The Receiving Party shall:

• a. Protect the Disclosing Party's Confidential Information using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
• b. Use the Confidential Information solely for the purpose of performing its obligations under this Agreement.
• c. Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees, agents, or subcontractors who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less restrictive than those contained herein.

5.3 Exclusions:
Confidential Information (as defined in Section 5.1) shall not include information that: (a) is or becomes publicly available through no wrongful act of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to disclosure by the Disclosing Party without an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is rightfully received by the Receiving Party from a third party without restriction and without breach of this Agreement.

5.4 Legally Compelled Disclosure:
If the Receiving Party is legally compelled to disclose Confidential Information, it shall (to the extent legally permissible) provide the Disclosing Party with prompt prior written notice to allow the Disclosing Party to seek a protective order or other appropriate remedy.

5.5 Return or Destruction:
Upon termination or expiration of this Agreement, or upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party or (at the Disclosing Party's option) destroy all Confidential Information of the Disclosing Party in its possession or control, and certify such destruction in writing.

5.6 Survival:
The obligations under this Section V shall survive the termination or expiration of this Agreement for a period of three (3) years.

VI. CONFIDENTIALITY OF AGREEMENT TERMS

6.1 Agreement Confidentiality:
The Parties agree that the existence and the specific terms and conditions of this Agreement, including but not limited to its financial details and the compensation structure (as outlined in Section IV), constitute confidential information proprietary to both Parties ("Agreement Information").

6.2 Non-Disclosure:
Neither Party shall disclose any Agreement Information to any third party without the prior written consent of the other Party.

6.3 Permitted Disclosures:
The obligations under Section 6.2 shall not apply to Agreement Information that:

• a. Is required to be disclosed by applicable law, regulation, or a valid order of a court or other governmental body, provided that the disclosing Party (to the extent legally permissible) gives the other Party prompt written notice of such requirement to allow the other Party to seek a protective order or other appropriate remedy.
• b. Is disclosed to a Party's respective legal, financial, or other professional advisors who are bound by a professional or contractual duty of confidentiality.

6.4 Survival:
The obligations under this Section VI shall survive the termination or expiration of this Agreement.

VII. DATA PROTECTION AND COMPLIANCE

7.1 Compliance with Laws:
Service Provider shall comply with all applicable data privacy and protection laws and regulations (including, but not limited to, the Philippine Data Privacy Act of 2012 and relevant laws in Southeast Asian jurisdictions where outreach is conducted) in its collection, processing, and storage of personal data. This includes obtaining necessary consents for data it collects directly, managing opt-out/access requests, and implementing appropriate security measures.

7.2 Client-Provided Data:
If Client provides any personal data or contact lists to Service Provider, Client warrants that such data has been lawfully obtained and that Client has all necessary rights and consents to permit Service Provider to use such data for the purposes of performing the Services.

7.3 Data Security:
Service Provider shall implement and maintain reasonable administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of Client data and any personal data processed in connection with the Services.

7.4 Data Breach Notification:
In the event of a data breach that affects Client data or personal data processed on behalf of the Client, Service Provider shall promptly notify Client upon becoming aware of such breach and shall reasonably cooperate with Client to mitigate the effects of the breach.

VIII. TERMINATION

8.1 Termination for Convenience:
Either Party may terminate this Agreement without cause upon thirty (30) days prior written notice to the other Party.

8.2 Termination for Cause:
Either Party may terminate this Agreement immediately by written notice if the other Party:

• a. Commits a material breach of any term of this Agreement and fails to cure such breach within fifteen (15) days of written notice thereof (if such breach is curable).
• b. Becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver or trustee appointed for its assets.

8.3 Early Termination by Client (Without Cause):
If Client terminates this Agreement for convenience pursuant to Section 8.1, or otherwise terminates early not due to a material breach by Service Provider, Client shall be liable for payment for all Services rendered and costs reasonably incurred by Service Provider up to the effective date of termination. This shall be calculated on a pro-rata basis of the FTE days worked within the relevant payment period. The Upfront Payment (Section 4.2.a) remains non-refundable.

8.4 Obligations upon Termination:
Upon termination or expiration of this Agreement for any reason:

• a. Client shall pay Service Provider for all Services performed and costs incurred up to the effective date of termination, in accordance with the payment terms (Section IV) and any applicable early termination provisions (Section 8.3).
• b. Service Provider shall promptly deliver to Client all Client-owned data, Deliverables (as defined in Section IX), and final campaign reports completed up to the termination date.
• c. Each Party shall promptly return or (at the Disclosing Party's option) destroy all Confidential Information (as defined in Section V.1) of the other Party in accordance with Section 5.5.
• d. Any rights, remedies, obligations, or liabilities of the Parties that have accrued up to the date of termination or expiration, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiration, shall not be affected.

IX. OWNERSHIP OF WORK PRODUCT

9.1 Client Ownership:
Upon full and final payment of all fees due under this Agreement, Client shall own all rights, title, and interest in and to the "Deliverables." Deliverables specifically include: Client-specific contact databases generated by the Service Provider during the campaign, verified registration lists, campaign-specific call outcomes documented, and final campaign reports.

9.2 Service Provider Ownership:
Service Provider shall retain all rights, title, and interest in and to its pre-existing intellectual property, including its systems, software, generic scripts (not Client-specific), training materials, methodologies, and tools used to perform the Services ("Service Provider IP"). Client is granted no license or rights to use Service Provider IP except to the extent necessary to receive the Services during the term of this Agreement.

X. INDEMNIFICATION

10.1 Indemnification by Service Provider:
Service Provider shall indemnify, defend, and hold harmless Client, its officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or relating to: (a) Service Provider's gross negligence or willful misconduct in the performance of the Services; or (b) Service Provider's breach of its obligations under Section V (Confidentiality of Operational Information) or Section VII (Data Protection and Compliance) with respect to data collected directly by the Service Provider.

10.2 Indemnification by Client:
Client shall indemnify, defend, and hold harmless Service Provider, its officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or relating to: (a) Client's gross negligence or willful misconduct; (b) Client's breach of its obligations under Section V (Confidentiality of Operational Information); (c) any content, materials, or data provided by Client for use in the campaign (including but not limited to claims of infringement or violation of privacy rights related to Client-provided data); or (d) Client's breach of its warranty regarding its pre-existing data as set forth in Section 7.2.

10.3 Procedure:
The indemnified Party shall promptly notify the indemnifying Party in writing of any claim for which indemnification is sought and shall provide reasonable cooperation in the defense of such claim. The indemnifying Party shall have sole control over the defense and settlement of any such claim, provided that the indemnifying Party shall not settle any claim in a manner that admits liability or imposes ongoing obligations on the indemnified Party without the indemnified Party's prior written consent, which shall not be unreasonably withheld.

XI. GOVERNING LAW

This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of the Philippines, without regard to its conflict of law principles.

XII. DISPUTE RESOLUTION

12.1 Amicable Negotiation:
In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, the Parties shall first attempt to resolve the matter amicably through good faith negotiations between their authorized representatives.

12.2 Arbitration:
If the dispute cannot be resolved amicably within thirty (30) days from the date of the first written notification of the dispute, then such dispute shall be referred to and finally resolved by arbitration in accordance with the rules of the Philippine Dispute Resolution Center, Inc. (PDRC). The arbitration shall take place in Manila, Philippines, and the language of the arbitration shall be English. There shall be a single arbitrator mutually agreed upon by the Parties or, failing agreement, appointed by the PDRC. The arbitral award shall be final and binding upon the Parties.

12.3 Costs:
Each Party shall bear its own legal fees and costs incurred in connection with the arbitration, unless the arbitrator decides otherwise. The fees of the arbitrator and administrative expenses of the arbitration shall be shared equally between the Parties, unless the arbitrator directs otherwise in the award.

XIII. AMENDMENTS & ENTIRE AGREEMENT

13.1 Entire Agreement:
This Agreement, including any schedules or attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written negotiations, representations, understandings, and agreements between the Parties.

13.2 Amendments:
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by duly authorized representatives of both Parties.

XIV. FORCE MAJEURE

14.1 Definition:
Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than obligations to make payment) to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event or circumstance beyond a Party's reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, riots, labor disputes (not involving the affected Party's own employees), natural disasters, epidemics, pandemics, government actions or restrictions, or widespread interruptions of essential utilities such as internet or power not caused by the fault of the affected Party.

14.2 Obligations:
The Party affected by a Force Majeure Event shall promptly notify the other Party in writing of the occurrence and expected duration of the Force Majeure Event and shall use reasonable efforts to mitigate the impact of such event on its performance. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate this Agreement upon written notice to the other Party.

XV. COMMUNICATION AND REPORTING

15.1 Primary Contacts:

• Client: Ms. Bhavana Rajagopalan, bhavana@orangebeak.com, +91 99229 70112
• Service Provider: Mr. Flynn James Q. Pontino, flynn.vcph@nitchiebotai.online / jamescarbelledo@gmail.com, +639306359306

15.2 Reporting Protocol:

• a. Weekly performance reports as detailed in Section 2.3.a.
• b. A mid-campaign review call, to be scheduled around Week 4 of the Initial Term, to discuss progress, challenges, and any necessary strategic adjustments.
• c. Access to real-time tracking dashboards or tools, if available and agreed upon by both Parties.

15.3 Communication Channels:
Regular communication shall be maintained primarily via email or an agreed-upon project management/communication platform (e.g., Slack, Microsoft Teams). Service Provider will use commercially reasonable efforts to respond to Client queries within one (1) business day.

XVI. CLIENT RESPONSIBILITIES

16.1 Provision of Information:
Client will provide Service Provider with timely access to necessary information, materials, and resources required for the performance of the Services, including but not limited to Event details, target audience profiles, existing contact lists (if any), branding guidelines, and access to the official Event registration portal for verification purposes.

16.2 Timely Feedback:
Client will provide timely feedback on scripts, campaign strategies, and reports submitted by Service Provider to ensure the campaign progresses efficiently.

16.3 Access and Approvals:
Client will provide necessary approvals and access to systems or platforms as reasonably required by Service Provider to perform the Services.

XVII. PERFORMANCE METRICS

17.1 Key Performance Indicators (KPIs)
for this engagement are primarily focused on Verified Registrations and Contact Generation as detailed in Section 2.2.

17.2 Specific targets and deliverables
are outlined in Section 2.2.

17.3 The impact of not meeting the minimum target for Verified Registrations
on payment is detailed in Section 4.7.

17.4 The Parties will review performance against these metrics
through the reporting mechanisms outlined in Section 2.3 and Section XV.

XVIII. EXCLUSIVITY

This Agreement is non-exclusive. Both Parties remain free to contract with other entities, unless a separate written addendum specifying exclusivity is mutually agreed upon and signed by both Parties.

XIX. NON-SOLICITATION

19.1 Restriction:
During the term of this Agreement and for a period of two (2) years following its termination or expiration, Client agrees not to, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any personnel of VirtuCall PH who were involved in the provision of Services under this Campaign.

19.2 Liquidated Damages:
In the event of a breach of this Section XIX, Client agrees to pay VirtuCall PH, as liquidated damages and not as a penalty, a sum equal to twelve (12) months' gross compensation of the personnel solicited or hired. Such sum shall be due and payable immediately upon demand and is acknowledged by the Parties as a reasonable pre-estimate of the loss and damage VirtuCall PH would suffer.

XX. FEEDBACK AND IMPROVEMENT

The Parties agree to collaborate throughout the engagement. Following the completion of the Initial Term or any extension, the Parties will conduct a post-campaign feedback session to review overall performance, discuss challenges encountered, and identify areas for improvement in future engagements. Any enhancements, new service requests, or renewals will be subject to mutual agreement and may be formalized through an addendum to this Agreement or a new agreement.

XXI. MISCELLANEOUS

21.1 Independent Contractor:
Service Provider is an independent contractor, and nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between the Parties.

21.2 Notices:
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) one (1) business day after being sent by a nationally recognized overnight courier (with charges pre-paid); or (c) when sent by email (with confirmation of transmission), to the addresses of the Parties set forth on the first page of this Agreement (or to such other address as a Party may designate by notice to the other Party).

21.3 Severability:
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect.

21.4 Waiver:
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof. Any waiver must be in writing and signed by the waiving Party. Failure or delay by a Party in exercising any right or remedy under this Agreement shall not operate as a waiver of that right or remedy.

21.5 Assignment:
Neither Party may assign its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed. Any attempted assignment or delegation in violation of this Section shall be null and void.

21.6 Counterparts:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures and delivery of executed counterparts by electronic means (e.g., PDF) shall be as effective as delivery of a manually executed counterpart.