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MEMORANDUM OF UNDERSTANDING

By and Between

Tripda, Inc (Malaysia)

And

UMCARES - The Community and Sustainability Centre

For

Cooperation to Develop Green Campus & Improve Student Welfare through

Carpooling

This Memorandum of Understanding (MOU or Agreement) is made on this 30

January 2015, by and between Tripda, Inc (Malaysia), with its headquarters located

at Level 3, Block B, Southgate Commercial Centre, Jalan Dua, off Jalan Chan

Sow Lin, 55200 Kuala Lumpur hereinafter referred to as Tripda and UMCARES -

The Community and Sustainability Centre with its headquarters located at Level 6,

Research Management Innovation Complex (RMIC), University of Malaya,

50603 Kuala Lumpur hereinafter referred to as UMCARES for the purpose of

achieving the various aims and objectives relating to the Development of Green

Campus and Improve Student Welfare through Carpooling (the Project) Tripda

and UMCARES are collectively referred to herein as the “Parties”.

WHEREAS Tripda and UMCARES desire to enter into an agreement in which Tripda

and UMCARES will work together to complete the Project;

AND WHEREAS Tripda and UMCARES are desirous to enter into a Memorandum

of Understanding between them, setting out the working arrangements that each of the

partners agree are necessary to complete the Project;

WHEREAS, Tripda has a primary goal to plan, design, build, implement and maintain

the Project. Promoting carpooling and adopting Tripda framework will primarily:

i. overcome limited car park spaces

ii. reduce the number of single-occupant vehicle (SOV)

iii. reduce campus traffic congestion

iv. reduce traveling and mileage costs by cost-sharing carpooling

v. reduce carbon footprint

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University of Malaya will be the first ever public institution to embrace carpooling

culture, a practice which was adopted by the government in the 80’s;

WHEREAS, Tripda takes the primary role to implement the carpooling technology

and monitor the progress of the Project. UMCARES, in turn, provides Tripda with a

long-term support in the implementation of carpooling framework, and brand

promotion of Tripda throughout the campus.

WHEREAS, Tripda and UMCARES share an interest in improving the awareness,

efficiency and user experiences of Tripda technology. The Parties hereby establish a

strategic partnership that will achieve greater efficiency in the delivery of the Project.

I. Purpose

The purpose of this MOU is to provide the framework for any future binding contract

regarding the cooperation to develop green campus & improve student welfare

through carpooling between Tripda, Inc (Malaysia) and UMCARES.

The above goals will be accomplished by undertaking the following activities:

II. Scope of Activities and Responsibilities

Tripda agrees to:

1. plan, design, implement and monitor the Project adhering to environmental

guidelines and university regulations

2. adhere to the Personal Data Protection Act 2010 (PDPA) when collecting

personally-identifiable information from university users

3. come up with any related educational materials serve to raise awareness

4. sponsor the campus activities and events related to carpooling such as hostel

roadshows

5. engage all Partners in any pivotal discussion which involves decision-making

UMCARES agrees to:

1. provide non-monetary benefits to students and staffs who carpool with Tripda

such as allotting strategic parking spaces

2. support Tripda in terms of manpower in organizing hostel roadshows

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3. promote the use of Tripda carpooling mobile and web-based applications in

the campus through a series of activities which are agreed in advance, such as

hostel roadshows

4. promote Tripda’s carpooling campaign through university students’ email and

portal

III. Communication and Report

Tripda will monitor the progress of the Project in terms of the number of new users,

number of completed rides, number of passenger transported, distance travelled, on a

monthly basis, depending on the urgency to track. The report will be shared with

UMCARES for reviews, updates and revisions.

IV. Cost and Expenses

Each Party agrees to be responsible for its own expenses incurred in implementing

this MOU, including travel and accommodation unless otherwise agreed in writing by

the Parties. Payment of any costs associated with carrying out any other activities of

the strategic partnership will be negotiated by the Parties in a separate agreement.

Nothing in this MOU is intended to obligate the funds of either Party.

V. Administration of Agreement

In all matters relating to the administration of this MOU, Mr. Victor Ang Sng Ming,

Country Manager or his designee shall act for Tripda as administering and amending

agent, and Professor Dr. Serena, Director of UMCARES - The Community and

Sustainability Centre, or her successor shall act for UMCARES as administering and

amending agent.

VI. Dispute Resolution

In the event of a dispute between the Parties in the negotiation of the final binding

contract relating to this Project, a dispute resolution group will convene consisting of

the Chief Executives of each of the Parties together with one other person

independent of the Parties appointed by the Chief Executives. The dispute resolution

group may receive for consideration any information if thinks fit concerning the

dispute.

VII. Term of Agreement and Modifications

This MOU is at-will and may be modified by mutual written consent of authorized

officials from the Parties. This MOU shall be effective upon signature by both Parties’

authorized representatives and shall continue in effect for a term of no more than one

(1) year, as in from 30 January 2015 until 29 January 2016, unless either Party

terminates its participation in this agreement upon thirty days (30) written notice to

the other Party. The term can be extended only by agreement of all of the Parties.

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VIII. Other Terms

A. The Parties acknowledge that the MOU is a statement of general interests and

intent and sets forth no legally binding duties or obligations with respect to

either Party.

B. The Parties shall at all times remain fully independent entities.

C. Use of logos and hyperlinks to promote each Parties’ services and

opportunities on Internet websites must be in accordance with the policies of

each Party and must be approved in advance by each Party.

D. The Parties agree that this Agreement will be non-exclusive and nothing

prevents either Parties from entering into similar agreements with third parties.

Neither Party nor its employees are authorized to make any representation or

any commitment on the other Party’s behalf.

E. Nothing herein is intended to conflict with either Parties’ policies. Should a

dispute arise between the Parties concerning this Agreement, the Parties shall

resolve the difference through appropriate and timely communications with

the other party, which may include written notice of the dispute within 30 days

of date on which the dispute arises and forwarding of the dispute to the higher

officials within each organization for resolution, consistent with the purposes

of the Agreement.

IN WITNESS WHEREOF, the Parties’ authorized representatives have executed this

Agreement as of the date indicated below.

Tripda, Inc (Malaysia)

By: _____________________ Date: ________________

Designation: ______________

UMCARES - The Community and Sustainability Centre

By: _____________________ Date: ________________

Designation: ______________