OFFICE HEADER

March 3, 2019

__________________

Dear Madam:

Per your email dated February 27, 2019, regarding the proposed Data
Outsourcing Agreement which will be entered into by
__________________ and __________________ dated February 28,
2019, and its corresponding Memorandum of Agreement, I respectfully
submit for your perusal the pertinent points I have raised by way of legal
opinion as follows:

1. For practical intents and purposes, it is highly recommended that the

following provisions be inserted in the Memorandum of Agreement
dated February 28, 2019:

a. In Section 8 of the Obligations of the Parties, specifically the

Publicity Releases, it is respectfully suggested that an
additional statement should be appended, to the effect that the
COMPANY may further stipulate in writing certain information
and data which are not limited to Section 8 (i) and (ii), subject to
the condition that the COMPANY should provide due notice to
AIM at a date stipulated by the PARTIES;

b. In Section 9 of the Obligations of the Parties, it is recommended

that the Memorandum be altered to impose the obligation of
Confidentiality on both the COMPANY and AIM;

c. In Section 10 of the Obligations of the Parties, it is prescribed

that the COMPANY and AIM should agree and stipulate in
writing detailed guidelines on AIM’s methodology as to the
assessment of the completion rate, for transparency purposes;

d. In Section 12 of the Obligations of the Parties, regarding the

Termination of the Contract without just causes, it is
recommended that the PARTIES stipulate in writing that the
effect of termination without any just cause shall be covered by
a Penalty Clause, imposing a penalty upon the erring party, and
 that such imposition of the penalty shall not need any further
proof other than evidence of non-performance or the fact of
non-performance.

2. As to your concern that there shall be no personal data (i.e.,

customer name, age, contact numbers, or other sensitive or
privileged information) are collected and shared, and that the
information acquired under the Capstone Project, it must be clarified
that despite the fact that no personal information or data are shared,
it is safer to comply with the provisions of the Data Privacy Act in
order to prevent any criminal or civil liability in case such sensitive or
privileged information are inexorably collected;

3. Overall, aside from the recommended changes or recommendations,

the execution and delivery of the Data Outsourcing Agreement and its
corresponding Memorandum of Agreement and the performance of
the stipulated obligations thereunder do not and will not violate any
law, regulation, order or decree to which the PARTIES are a subject
of.

I hope that the above-stated matters would be of help in your decision

making and personal evaluation in your future transactions.

Legal Counsel