KNOW ALL MEN BY THESE PRESENTS:

       This Contract, made and entered into this 10th day of July, 2009, in Manila, Philippines, by and between:

THE COMMISSION ON ELECTIONS, an independent constitutional agency of the Republic of the Philippines mandated to enforce and administer election laws, with principal office address at Palacio del Gobernador, Postigo Street, Intramuros, Manila, Philippines, hereinafter referred to as "COMELEC", represented herein by its Chairman, Hon. Jose A. R. Melo,

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SMARTMATIC TIM CORPORATION, a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with office address at Ground Floor, King's Court Building 2, 2129 Dela Rosa St., Don Chino Roces Avenue, Makati City, hereinafter referred to as the "PROVIDER", represented herein by its duly authorized representative and Chairman of the Board, Mr. Juan C. Villa, Jr.

W I T N E S S E T H

       WHEREAS, COMELEC is undertaking a modernization program of the Philippine Electoral System which includes the automation of the counting, transmission and canvassing of votes for the May 10, 2010 Synchronized National and Local Elections, with systems integration and over-all project management in a comprehensive and well-managed manner consisting of three (3) Components, (hereinafter called the "Project") as follows:

Component 1: Paper-Based Automated Election System (AES)

1-A. Election Management System (EMS)
1-B. Precinct-Count Optical Scan (PCOS) System
1-C. Consolidation / Canvassing System (CCS)

Component 2: Provision for Electronic Transmission of Election Results using Public Telecommunications Network

Component 3: Overall Project Management

       WHEREAS, the joint venture of Total Information Management Corporation (TIM) and Smartmatic International Corporation (SMARTMATIC) has passed the eligibility, technical and financial screening conducted by the Special Bids and Awards Committee (SBAC) and its Technical Working Group (TWG) composed of members from COMELEC, Department of Science and Technology (DOST) and the National Computer Center (NCC) in an open, competitive, public bidding;

       WHEREAS, on June 9, 2009, COMELEC promulgated Resolution No. 8608 approving "the report/recommendation of the SBAC dated June 3, 2009 confirming TIM/SMARTMATIC as the bidder with the 'Lowest Calculated Responsive Bid' and awarding "the contract for the automation of the elections on May 10, 2010 to said joint venture";

       WHEREAS, pursuant to the Joint Venture Agreement submitted by TIM and SMARTMATIC as part of their Eligibility Documents, TIM and SMARTMATIC incorporated a joint venture company, the PROVIDER herein, to enter into this Contract with COMELEC for the Project;

       NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants hereinafter set forth, the parties agree as follows:

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POSTED: 07.30.09 LTO