[Philippines] Message for Japan

[Apingdaldal]

This message is private and encrypted

To: Shinzo Abe - Prime Minister (People's Republic of Japan)

Greetings.

On behalf of the Filipino people, I wish to congratulate you and the People's Republic of Japan for embarking on a next chapter of Japan's history.

I'd like to know if you would be interested in discussing bilateral ties and the renewal of treaties/agreement between the Philippine government and your predecessor. Perhaps we can discuss all these through videocall, of course in your most convenient and available time.

Hoping for your positive response. Peace and prosperity to Japan.

Sincerely yours,

Rodrigo R. Duterte
President
Federal Republic of the Philippines

@king4turtle

 

[Wow41]

After receiving and reading the message Shinzo agreed to discuss it through videocall. Shinzo went first to his personal room to get suited. After a few minutes he left his personal room and went into a meeting with his staff. There they discussed about the upcoming videocall that was going to happen with the President of the Federal Republic of the Philippines. After a long discussion was the meeting done. Shinzo went to his computer and made everything ready for the videocall.

The videocall is Private and encrypted.

Tring.... tring.... tring....

*President Rodrigo R. Duterte accepts the videocall*

"Ah, good day President Rodrigo. How are you doing today?It's a honour to finaly meet you. How are you doing today?"

@Apingdaldal

 

[Apingdaldal]

President Duterte would accepts the videocall via secured private and secured line:

"Hello Prime Minister Abe. Thank you for your time. Yes, I am doing good. How's the Imperial family and Japan is doing?"

@king4turtle

 

[Wow41]

"The Imperial family is doing really good. Emperor Akihito and the Imperial family have been busy. They are preparing for the end of the Heisei period. As you may or may not know that the Emperor Akihito will abdicate on the 30th April of 2013. After the abdication, he will precipitate numerous festivities leading up to the accession of his successor Crown Prince Naruhito. The enthronement ceremony will likely happen on 22 October of that year."

"Japan is currently preparing for the super Typhoon Kong-rey. But everyone in the little islands have been evacuated"

"May i ask how your family and the philipines are doing?

@Apingdaldal

 

[Apingdaldal]

"That's good to hear. Your Emperor and Empress has done a great job for more than half a century. I think they have been very hardworking for the entirety of their lives despite being in a royalty status hence they deserve to enjoy their still lengthy lives more comfortable and free from stress. As for the Crown Prince, we wish him all the best for his succession. And we also commend your disaster preparedness, it is truly remarkable to see Japanese discipline play an important role especially in dangerous events like super typhoons (which Philippines is very familiar off).

My family are doing well. The First Lady, Honeylet, is busy with her non-profit organizations and charity works. My eldest daughter, Sara Duterte, is still the Mayor of Davao City. My son, Sebastian, is doing fine with his own business, and my youngest daughter, Veronica, is doing well in college.

I'd like to discuss several things with you regarding bilateral relationships. But before I go into the details, can you briefly educate me of your current People's Republic government and what the global community can expect from your new government?"

@king4turtle

 

[Wow41]

"We changed it into People's Republic because we are going to fight the capitalism in Japan. Our people have criticized the government for being a powerless government. So we decided to make a change. We are going to put our People first. Look, it's hard to say but Japan is slowly dying. This is something that is hard to say for me as a Prime minister. We got so many problems and everyone knows that but the biggest problem of all is no one is doing something about it. I will make a change to that. We will make Japan healthier again, a nation where people come first. A nation that cares about his people no matter what their nationality, race and religion."

"As for the question what the global community can expect from Japan. We know that we aren't doing much for the global community. We also have plans to improve our relation with global community. There is alot to say which I am not going to talk about it now. We are going to release our concrete plans to fix the problem is facing now and in the future and our global community goals. This will be released publicly on all the papers, social media and the news channels."

@Apingdaldal

 

[Apingdaldal]

“I see. We wish you all this best. I just hope that the Japanese economy will still thrive amidst the radical changes that will happen under your government. I am also confident that the welfare of the Japanese people will always be prioritize by your government.

I have a few more questions if you don’t mind me asking, Mr. Prime Minister Abe:

- May I know Japan’s current relationship with China, South Korea, Russia, Taiwan, India, and a Vietnam?

- Is Japan a member of the Global Assembly?

- I understand that you will have stricter and tighter economic policies under your rule. Will this also affect trade and commerce with other countries as well?”

@king4turtle

 

[Wow41]

"Thank you for your understanding.

Sure, no problem

We will have soon a meeting with The Celestial Empire. We haven't contacted South Korea, Russia, Taiwan, India, and Vietnam yet but we will contact them soon.

Yes, Japan is a member of the Global Assembly

The economic policies should have from almost nothing to nothing affect to the trade and commerce with other countries. If a change will have an effect the trade and commerce with other countries. Then This would be shared trough social media, news channels and the papers before the change happens.

If you have any other question feel free to ask. I will happily answer all the questions"

@Apingdaldal

 

[Apingdaldal]

"It's good to hear that Japan is a member if the Global Assembly and that trade/commerce will remain unaffected.

By the way, I believe Japan is well aware of the current conflicts of China, Vietnam, Taiwan, Malaysia, and the Philippines over the Spratly Island group in the South China Sea. Of all the rival claimants; China, hands down, is the biggest threat not only to the Philippine but to other rival claimants as well. So one last question before we formally start our formal bilateral relationship if you don't mind sir? I'd like to hear Japan's position/opinion regard the Spratly Islands?"

@king4turtle

 

[Wow41]

"I may have a solution that can revoke China's claim for the Spratly Islands. I can't promise that it will work but I will try it. There is a Senkaku Islands dispute between China and Japan. China was willingly to accept Japan's claim on the Senkaku Islands to end the dispute. So my plan is that Senkaku Islands will become Chinese Territory again if he revokes the Spratly Islands Claim."

@Apingdaldal

 

[Apingdaldal]

"Thank you for your offered solution. But I prefer for Japan to at least stay neutral on the Spratly issue when dealing with other claimant countries. Philippines will support your Senkaku claims, no doubt about it. Although it would be a good favor for us in the future if Japan would support Philippines if ever we bring our Spratly claims in the Global Assembly.

That being said, we can formally begin discussing our bilateral relations.

First off, I think an Free Trade Agreement will not be feasible between our two (2) country since, as you mentioned earlier, you government is not leaning towards capitalism. However, I think a Non-Aggression Pact will be a good start.

Second is: I am wondering if your government allows the sale of your military products? Because we definitely can buy Japanese military products for our Armed Forces of the Philippines.

Third would be about would be about technology transfers."

@king4turtle

 

[Wow41]

"We will definitely support your Spratly claim.

Indeed, we won't be signing FTA's but the Non-Agression Pact would be a good start for our relation.

Yes, all our military products are for sale.

Do you have something in mind of what kind of technology?"

@Apingdaldal

 

[Apingdaldal]

President Duterte would instruct one of here female staff to fax the pre-sign draft of the Philippines-Japan Non-Agression Pact to the office of PM Shinzo Abe. The draft was sent via secured and encrypted facsimile:

Philippines-Japan Non-Aggression Pact

Non-Aggression Pact Between the Federal Republic of the Philippines and the People's Republic of Japan


The government of the Federal Republic of the Philippines and the government of the People's Republic of Japan(hereinafter referred to singularly as “the Party” and collectively “the Parties”), with the desire to maintain their friendly and peaceful relationship has reached to these agreement:

Article I

The Parties obligate themselves to desist from any act of violence, any aggressive action, and any attack on each other either individually or jointly with other powers.

Article II

Should one of the the Party become the object of belligerent action by a third power, the other Party shall in no manner lend its support to this third power.

Article III

The Governments of both Party shall in the future maintain continual contact with one another for the purpose of consultation in order to exchange information on problems affecting their common interests.

Article IV

Neither of the Parties shall participate in any grouping of powers whatsoever that is directly or indirectly aimed at the other party.

Article V

Should disputes or conflicts arise between the Parties over problems of one kind or another, both parties shall settle these disputes or conflicts exclusively through friendly exchange of opinion or, if necessary, through the establishment of arbitration commissions.

Article VI

The present treaty is concluded for a period of twenty (20) years, with the provision that, in so far as one of the Party does not denounce it one year prior to the expiration of this period, the validity of this treaty shall automatically be extended for another twenty (20) years.

Article VII

The present treaty shall be ratified within the shortest possible time. The agreement shall enter into force as soon as it is signed.


Signing for:

Philippines: President Rodrigo Roa Duterte

Japan: (please sign here)


Done at Manila, Philippines on September 2012 in duplicate originals, in the English and Japanese language.

"Ok Mr. Prime Minister Abe. We have just faxed you the Non-Aggression Pact for your review and signature.


It's also good to know that you are selling your military products. Currently, the Philippines Navy is urgently requiring ten (10) mine-countermeasure vessels. And they have recommended me to purchase Japan's Yaeyama minesweepers. If you can give me a quote for 10 units of Yaeyama minesweepers, you can expect our Puchase Order immediately.

As for technology transfers; we basically we have (2) major requirements. First is we are planning to have various Japanese ordnance with our existing military assets. And second is we are planning to integrate some Japanese military hardware for our future indigenous R&D. For starters, we are looking to have these following Japanesr ordnance to be used by our Armed Forces:


a. Mitsubishi AAM-5 SRAAM

b. Mitsubishi AAM-4B BVRAAM

c. Mitsubishi Type 93 ASM

d. Mitsubishi Type 90 SSM


As for system for our future R&D; we are considering only the following:


a. Mitsubishi J/APG-2 radar

b. Furuno marine navigation equipments"


@king4turtle

 

[Wow41]

PM Shinzo Abe would read the N.A.P. carefully and sign it.

N.A.P.

Non-Aggression Pact Between the Federal Republic of the Philippines and the People's Republic of Japan


The government of the Federal Republic of the Philippines and the government of the People's Republic of Japan(hereinafter referred to singularly as “the Party” and collectively “the Parties”), with the desire to maintain their friendly and peaceful relationship has reached to these agreement:

Article I

The Parties obligate themselves to desist from any act of violence, any aggressive action, and any attack on each other either individually or jointly with other powers.

Article II

Should one of the Party become the object of belligerent action by a third power, the other Party shall in no manner lend its support to this third power.

Article III

The Governments of both Party shall in the future maintain continual contact with one another for the purpose of consultation in order to exchange information on problems affecting their common interests.

Article IV

Neither of the Parties shall participate in any grouping of powers whatsoever that is directly or indirectly aimed at the other party.

Article V

Should disputes or conflicts arise between the Parties over problems of one kind or another, both parties shall settle these disputes or conflicts exclusively through friendly exchange of opinion or, if necessary, through the establishment of arbitration commissions.

Article VI

The present treaty is concluded for a period of twenty (20) years, with the provision that, in so far as one of the Party does not denounce it one year prior to the expiration of this period, the validity of this treaty shall automatically be extended for another twenty (20) years.

Article VII

The present treaty shall be ratified within the shortest possible time. The agreement shall enter into force as soon as it is signed.


Signing for:

Philippines: President Rodrigo Roa Duterte

Japan: Prime Minister Shinzo Abe

Your requested inquiry

[10 units] [Yaeyama-class Minesweeper]

[Subtotal] $2,000,000
[VAT/Tariff] $300,000
[Total Price] $2,300,000

The inquiry would be faxed to President Duterte.


"Can you tell us more specifically what you are planning to do with the technology before we start the talks about transfers?"

@Apingdaldal

 

[Apingdaldal]

President Duterte receives the signed NAP documents.

"Thank you that we have signed this important document. Rest assured that peace will always prevail between our 2 country.

I have also instructed our Department of Finance to transfer the payment for the 10x Yaeyama-class minesweepers. You should be receiving the payment in a few minutes.:

As for the items we are planning to request from you, here are the details:


We plan to develop our own indigenous multirole fighter and we are looking to integrate off-the-shelf technology which are readily available. Our Philippine Air Force is considering the Mitsubishi AAM-5 SRAAM, Mitsubishi AAM-4B BVRAAM, Mitsubishi Type 93 ASM for the missiles; and the Mitsubishi J/APG-2 for the radar. Furthermore, the Philippine Navy is also planning to develop our own indigenous ships, the the Philippine Navy is considering to integrate the Mitsubishi Type 90 SSM and Furuno navigation equipments. What we precisely intend is to request Japan for access of these said technology for our future indigenous military hardware.

That's said, what would you expect in return from the Philippines?"


While they 2 leaders where discussing, the payment for the 10x minesweeper has just been sent to Japan. https://modernnations.com/threads/transfer-philippines-to-japan.3051/

@king4turtle

 

[Wow41]

After a long time considering has Shinzo Abe Agreed for the Technology Transfer Agreement. Abe would then ask to one of his staff to write a TTA and to fax it to President Duterte.

Technology Transfer Agreement

Technology Transfer Agreement

This Technology Transfer Agreement is made on September of 2012 (the "Effective Date") between JAPAN, a JAPAN corporation with its principal place of business at JAPAN (the "Seller") and PHILIPPINES, whose principal place of residence is at/a PHILIPPINES corporation with its principal place of business at PHILIPPINES (the "Purchaser").

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section 18 (Definitions)):

Technology Transfer. Seller agrees to transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Purchased Technology in accordance with the terms of this agreement.

Key Terms
Description of Purchased Technology: Mitsubishi AAM-5 SRAAM, Mitsubishi AAM-4B BVRAAM, Mitsubishi Type 93 ASM, Mitsubishi J/APG-2 Type 90 SSM, Furuno navigation equipments
Purchase Price: $250 000 000
Royalties: N/A
Closing Date: N/A
Payment Obligations
Purchase Price. On the Closing Date, the Purchaser shall pay $250 000 0000 to the Seller for the Purchased Technology.
Payment Net of Taxes. All payments owed by the Purchaser are exclusive of taxes. The Seller shall pay, and the Purchaser shall collect and remit, any taxes payable.
Closing Date. time and place as the parties may agree upon in writing.

Purchaser's Representations and Warranties. The Purchaser represents and warrants to the Seller as follows, acknowledging that the Seller is relying on these representations and warranties:
No Conflicts. The Purchaser is under no restriction or obligation that may affect the performance of its obligations under this agreement.
Seller's Representations
Ownership of Purchased Technology. The Seller is the sole and exclusive owner of the Purchased Technology, free and clear of all liens, charges, or other encumbrances.
No Conflicts. The Seller is under no restriction or obligation that may affect the performance of its obligations under this agreement.
No Options. The Seller states that no Person has any option, commitment, right to purchase any of the Purchased Technology.
Registrations All Current. The Seller states that none of the registrations made in connection with any the intellectual property included in the Purchased Technology
has lapsed, expired or been abandoned, surrendered, or cancelled,
is subject to any injunction, judgment, order, consent, ruling, charge, or settlement agreement, or
is subject to any pending or threatened oppositions, cancellations, interferences or other proceedings before any Governmental Authority.
Filing Fees All Current. The Seller states that all filing fees, maintenance fees, examination fees, taxes, proofs of use, and other administrative or regulatory requirements necessary or desirable to have been paid or filed in order to obtain or maintain any registrations made in connection with any the intellectual property included in the Purchased Technology have been paid or filed. There are no fees or taxes required to be paid, or actions required to be taken, within [30] days.
Unregistered Rights. The Seller states that there is no fact or circumstance known to the Seller that would prevent its unregistered intellectual property rights in the Purchased Technology from being registered in any jurisdiction.
Full Disclosure. The Seller has disclosed to the Purchaser all information known to it and relating to any problem or issue that does or may reasonably be expected to adversely affect the operability, functionality, or fitness for the intended purpose of any of the Licensed Technology.
No Pending Proceedings. The Seller states that there are no legal or regulatory proceedings pending or, to the Seller's knowledge, threatened by any Person relating to the Purchased Technology.[To the Seller's knowledge, there are no grounds on which any such proceeding might be brought with any reasonable likelihood of success.]
No Failure to Disclose Information. The Seller has not failed to disclose to the Purchaser any information that would be material to a purchaser of the Purchased Technology.
Acknowledgements. The parties acknowledge to each other as follows:
Effect of Purchaser's Investigations. No investigations made by or on behalf of the Purchaser will have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty of the Seller under this agreement.
Transfer to Purchaser. Upon Closing, the transfer of the Purchased Technology from the Seller to the Purchaser will be deemed to have been completed with effect as of the Closing Time.
Conditions for Benefit of Purchaser. The Purchaser's obligation to complete the purchase of the Purchased Technology is subject to the satisfaction or, in the Purchaser's discretion, waiver on or before the Closing of each of the following conditions:
Truth of Representations and Warranties. The Seller's representations and warranties will be true and correct as at the Closing Time.
Due Diligence. The Purchaser will have completed its investigation of the Purchased Technology, which will not have disclosed any matter that the Purchaser considers to be [materially] adverse to its acquisition of the Purchased Technology or the Purchaser's decision to acquire it.
Performance of Obligations. The Seller will have performed[, in all material respects,] all obligations that it must perform under this agreement at or before the Closing Time.
Required Consents. All Required Consents will have been obtained on terms acceptable to the Purchaser.
No Proceedings. No legal or regulatory proceeding will be pending or, to the Seller's knowledge, threatened that
could have a [material] adverse effect on the Seller's title to the Purchased Technology, or
enjoins, restricts, prohibits, or seeks a remedy that would have the effect of enjoining, restricting, or prohibiting the completion of the sale of the Purchased Technology.
Closing Documents. The Seller will have delivered to the Purchaser all of the Closing Documents that it is required to deliver[, each of which will be in form and substance satisfactory to the Purchaser], together with any other documents that the Purchaser may [reasonably] request to complete the sale of the Purchased Technology.
Conditions for Benefit of Seller. The Seller's obligation to complete the sale of the Purchased Technology is subject to the satisfaction or, in the Seller's discretion, waiver on or before the Closing of each of the following conditions:
Representations and Warranties. The Purchaser's representations and warranties will be true and correct as at the Closing Time.
Performance of Obligations. The Purchaser will have performed[, in all material respects,] all obligations that it must perform under this agreement at or before the Closing Time.
Closing Documents. The Purchaser will have delivered to the Seller all of the Closing Documents that it is required to deliver[, each of which will be in form and substance satisfactory to the Seller], together with any other documents that the Seller may [reasonably] request to complete the sale of the Purchased Technology.
Waiver of Closing Conditions. Either party may, by Notice to the other party, waive any closing condition that is for its benefit.

Cooperation Required. During the Interim Period, each party shall
take all reasonable action within its control, and use reasonable efforts to cause other actions that are not within its control to be taken, to ensure compliance with any Closing Conditions that are for the benefit of the other party, and
cooperate fully with each other for any steps required to be taken as part of their respective obligations under this agreement.
Seller's Interim Period Obligations. During the Interim Period, the Seller shall do the following:
Required Consents. The Seller shall use reasonable efforts to obtain all Required Consents.
Encumbrances. The Seller shall not permit any encumbrances to attach to or affect any of the Purchased Technology.
Compliance with Laws. The Seller shall comply with all Laws affecting the Purchased Technology.
Exclusive Dealings. The Seller shall not, directly or indirectly, encourage, initiate, or engage in discussions or negotiations with, or provide any information to any third party concerning the sale of the Purchased Technology.
Purchaser's Closing Deliveries. At Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller, the following:
the full purchase price, by wire transfer of immediately available funds to the account designated by the Purchaser,
all the Closing Documents and all other documents and evidence[,each of which in form and substance satisfactory to the Seller] that the Seller may [reasonably] request to complete the purchase of the Purchased Technology,
a certificate of compliance with the Closing Conditions applicable to the Purchaser duly executed by an officer of the Purchaser dated the Closing Date, in form and substance satisfactory to the Seller, and
any other documents contemplated by this agreement to complete the purchase of the Purchased Technology.
Seller's Closing Deliveries. At Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser, the following:
the Purchased Technology in a mutually agreeable format,
copies of all files and records relating to the Purchased Technology,
the contact information of any Persons that may currently be using the Purchased Technology,
the Closing Documents and all other documents and evidence[,each of which in form and substance satisfactory to the Purchaser] that the Purchaser may [reasonably] request to complete the sale of the Purchased Technology, and
a certificate of compliance with the Closing Conditions applicable to the Seller duly executed by an officer of the Seller dated the Closing Date, in form and substance satisfactory to the Purchaser, and
any other documents contemplated by this agreement to complete the sale of the Purchased Technology.
Termination
Mutual Consent. Either the Purchaser or the Seller may terminate this agreement by mutual written consent at any time before the Closing.
Failure to Satisfy Closing Condition. If a Closing Condition is not satisfied at the Closing Time, or if it becomes apparent that it cannot be satisfied at the Closing Time and it is not waived by the party entitled to its benefit, the party entitled to its benefit may terminate this agreement by Notice to the other party. In that case, each party will be released from all obligations under this agreement unless the party that received the Notice can show that the given Closing Condition
is reasonably capable of being performed or caused to be performed by the party that gave the Notice, or
has not been satisfied by reason of a default by the party that gave the Notice.
Failure to Close. Either party may terminate this agreement by providing Notice to the other party if, for any reason other than that party's failure to satisfy a Closing Condition under section 15.2 (Failure to Satisfy Closing Condition), the Closing has not occurred on or before the Closing Date.
Effect of Termination
Return of Property. Upon termination of this agreement, the Purchaser shall return to the Seller all the Seller's property, both originals and copies, under its direct or indirect control.
Indemnification
Purchaser's Indemnity for Third Party Claims. The Purchaser shall indemnify the Seller[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] for all claims, liability, and expenses (including legal fees) arising from any Third Party Claim brought against the Seller[ or any of its directors, officers, employees, shareholders, partners, agents, and affiliates,] in connection with events that took place after the Closing Date.
Seller's Indemnity for Third Party Claims. The Seller shall indemnify the Purchaser[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] for all claims, liability, and expenses (including legal fees) arising from any Third Party Claim brought against the Purchaser[ or any of its directors, officers, employees, shareholders, partners, agents, and affiliates,] in connection with events that took place on or before the Closing Date.
Seller's Indemnity for Breach. The Seller shall indemnify the Purchaser[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] against all claims, liability, and expenses (including legal fees) arising from the Seller's misrepresentation or breach of, or any inaccuracy of, any of the Seller's representations or warranties contained in, this agreement.
Effect of Inspection. The Purchaser's right to indemnification under section 16.3 (Seller's indemnity for Breach) applies despite
any inspection or inquiries made by the Purchaser or any of its representatives before Closing, or
any knowledge acquired or capable of being acquired by, or facts actually known to, the Purchaser or any of its representatives (whether or after Closing).
Mutual Indemnity. Each party shall indemnify the other party[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against one party that alleges any [grossly] negligent act or omission or willful conduct of the other party[ or its directors, officers, employees, shareholders, partners, agents, or affiliates].
Notice of Claim. A party shall give prompt Notice to the other party of any claim or potential claim for indemnification under this section.
Exclusive Remedies. The rights granted under this section 16 (Indemnification) are the exclusive remedies available under this agreement in connection with the claims and losses that this section addresses.
Limitation of Liability
Foreseeability. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entering into this agreement.
Maximum Liability. In no event will the Seller's liability under this agreement exceed the purchase price paid to the Purchaser.
Definitions
"Governmental Authority" means
the government of the United States or any other nation, or any of its or their geographical or political units or subdivisions, and
any body, agency, tribunal, arbitrator, court, authority, or other entity that exercises executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or relating to, government.
"Interim Period" means the period between the date of this agreement and the Closing Date.
"Law" means
any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and
any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.
"Notice" means any notice, request, direction, or other document that a party can or must make or give under this agreement.
"Purchased Technology" means all the technology described in the Schedule A (Description of Purchased Technology).
"Required Consent" means any consent, approval, or authorization of any Person, and any registration, filing, or other recording with any governmental authority, required in connection with the sale of the Purchased Technology and the performance of the terms of this agreement.
"Third Party Claim" means any claim or proceeding brought by a third party against the Purchaser that alleges
a breach of any legal rights that the third party has or claims to have, or
that the third party has suffered or may suffer damages,
in connection with the Purchased Technology.
General
Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.
Further Assurances. Each party, upon receipt of Notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.
Amendment. This agreement may only be amended by a written document signed by both parties.
Binding Effect. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.
Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.
No Partnership. Nothing contained in this agreement creates a partnership, joint venture, principal-and-agent, or any similar relationship between the parties.
Third Party Beneficiaries. The Indemnification terms of this agreement confer rights and remedies upon the [PARTY ONE]'s directors, officers, employees, shareholders, partners, agents or affiliates. No Person other than the parties themselves and those beneficiaries has any rights or remedies under this agreement.
Payment of Expenses. Each party is responsible for all costs (including legal fees) and other expenses that it incurs in connection with the negotiation and preparation of this agreement.
Notices
Form of Notice. All notices and other communications between the parties must be in writing.
Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
Receipt of Notice. A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.
Remedies Cumulative. The rights and remedies available to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.
Survival. Sections 16 (Indemnification) and 16.4 (Effect of Termination) survive the termination of this agreement.
Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
Waiver. A party's failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.
Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of JAPAN, without regard to its conflict of laws rules.
Dispute Resolution
Arbitration. Any dispute or controversy arising under or in connection with this agreement will be settled exclusively by arbitration in JAPAN
Damages. The arbitrator(s) will not have the power to award punitive damages.
Judgment. The successful party may enter the arbitral judgment in any court having jurisdiction. The arbitrator will not have the power to award punitive damages.
Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.
Attorney Fees. If either party brings legal action to enforce its rights under this agreement, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.
Interpretation
Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.
Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa, words importing gender include all genders.
Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.
Effectiveness of Agreement. This agreement is effective as of the date shown at the top of the first page, even if any signatures are made after that date.
This agreement has been signed by the parties.

[PURCHASER NAME]
By:___________________________________
Date:

JAPAN
By: Shinzo Abe
Date: September of 2012

" Ok, President Duterte. We have faxed the TTA. By signing the TTA you will pay a one time fee of $250 000 000 for the Technology Transfer. The price is negotiable. The TTA has no end date meaning that you are allowed to use the technology."

"That being said I would like to buy 1x HHIC-Phil 20,600 TEU-class Container Vessel from PIMPS if possible. If you can give me a quote, you can expect our Purchase Order immediately."

@Apingdaldal

 

[Apingdaldal]

President Duterte signed the TTA document.

Technology Transfer Agreement (signed)

Technology Transfer Agreement

This Technology Transfer Agreement is made on September of 2012 (the "Effective Date") between JAPAN, a JAPAN corporation with its principal place of business at JAPAN (the "Seller") and PHILIPPINES, whose principal place of residence is at/a PHILIPPINES corporation with its principal place of business at PHILIPPINES (the "Purchaser").

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section 18 (Definitions)):

Technology Transfer. Seller agrees to transfer to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Purchased Technology in accordance with the terms of this agreement.

Key Terms
Description of Purchased Technology: Mitsubishi AAM-5 SRAAM, Mitsubishi AAM-4B BVRAAM, Mitsubishi Type 93 ASM, Mitsubishi J/APG-2 Type 90 SSM, Furuno navigation equipments
Purchase Price: $250 000 000
Royalties: N/A
Closing Date: N/A
Payment Obligations
Purchase Price. On the Closing Date, the Purchaser shall pay $250 000 0000 to the Seller for the Purchased Technology.
Payment Net of Taxes. All payments owed by the Purchaser are exclusive of taxes. The Seller shall pay, and the Purchaser shall collect and remit, any taxes payable.
Closing Date. time and place as the parties may agree upon in writing.

Purchaser's Representations and Warranties. The Purchaser represents and warrants to the Seller as follows, acknowledging that the Seller is relying on these representations and warranties:
No Conflicts. The Purchaser is under no restriction or obligation that may affect the performance of its obligations under this agreement.
Seller's Representations
Ownership of Purchased Technology. The Seller is the sole and exclusive owner of the Purchased Technology, free and clear of all liens, charges, or other encumbrances.
No Conflicts. The Seller is under no restriction or obligation that may affect the performance of its obligations under this agreement.
No Options. The Seller states that no Person has any option, commitment, right to purchase any of the Purchased Technology.
Registrations All Current. The Seller states that none of the registrations made in connection with any the intellectual property included in the Purchased Technology
has lapsed, expired or been abandoned, surrendered, or cancelled,
is subject to any injunction, judgment, order, consent, ruling, charge, or settlement agreement, or
is subject to any pending or threatened oppositions, cancellations, interferences or other proceedings before any Governmental Authority.
Filing Fees All Current. The Seller states that all filing fees, maintenance fees, examination fees, taxes, proofs of use, and other administrative or regulatory requirements necessary or desirable to have been paid or filed in order to obtain or maintain any registrations made in connection with any the intellectual property included in the Purchased Technology have been paid or filed. There are no fees or taxes required to be paid, or actions required to be taken, within [30] days.
Unregistered Rights. The Seller states that there is no fact or circumstance known to the Seller that would prevent its unregistered intellectual property rights in the Purchased Technology from being registered in any jurisdiction.
Full Disclosure. The Seller has disclosed to the Purchaser all information known to it and relating to any problem or issue that does or may reasonably be expected to adversely affect the operability, functionality, or fitness for the intended purpose of any of the Licensed Technology.
No Pending Proceedings. The Seller states that there are no legal or regulatory proceedings pending or, to the Seller's knowledge, threatened by any Person relating to the Purchased Technology.[To the Seller's knowledge, there are no grounds on which any such proceeding might be brought with any reasonable likelihood of success.]
No Failure to Disclose Information. The Seller has not failed to disclose to the Purchaser any information that would be material to a purchaser of the Purchased Technology.
Acknowledgements. The parties acknowledge to each other as follows:
Effect of Purchaser's Investigations. No investigations made by or on behalf of the Purchaser will have the effect of waiving, diminishing the scope of, or otherwise affecting any representation or warranty of the Seller under this agreement.
Transfer to Purchaser. Upon Closing, the transfer of the Purchased Technology from the Seller to the Purchaser will be deemed to have been completed with effect as of the Closing Time.
Conditions for Benefit of Purchaser. The Purchaser's obligation to complete the purchase of the Purchased Technology is subject to the satisfaction or, in the Purchaser's discretion, waiver on or before the Closing of each of the following conditions:
Truth of Representations and Warranties. The Seller's representations and warranties will be true and correct as at the Closing Time.
Due Diligence. The Purchaser will have completed its investigation of the Purchased Technology, which will not have disclosed any matter that the Purchaser considers to be [materially] adverse to its acquisition of the Purchased Technology or the Purchaser's decision to acquire it.
Performance of Obligations. The Seller will have performed[, in all material respects,] all obligations that it must perform under this agreement at or before the Closing Time.
Required Consents. All Required Consents will have been obtained on terms acceptable to the Purchaser.
No Proceedings. No legal or regulatory proceeding will be pending or, to the Seller's knowledge, threatened that
could have a [material] adverse effect on the Seller's title to the Purchased Technology, or
enjoins, restricts, prohibits, or seeks a remedy that would have the effect of enjoining, restricting, or prohibiting the completion of the sale of the Purchased Technology.
Closing Documents. The Seller will have delivered to the Purchaser all of the Closing Documents that it is required to deliver[, each of which will be in form and substance satisfactory to the Purchaser], together with any other documents that the Purchaser may [reasonably] request to complete the sale of the Purchased Technology.
Conditions for Benefit of Seller. The Seller's obligation to complete the sale of the Purchased Technology is subject to the satisfaction or, in the Seller's discretion, waiver on or before the Closing of each of the following conditions:
Representations and Warranties. The Purchaser's representations and warranties will be true and correct as at the Closing Time.
Performance of Obligations. The Purchaser will have performed[, in all material respects,] all obligations that it must perform under this agreement at or before the Closing Time.
Closing Documents. The Purchaser will have delivered to the Seller all of the Closing Documents that it is required to deliver[, each of which will be in form and substance satisfactory to the Seller], together with any other documents that the Seller may [reasonably] request to complete the sale of the Purchased Technology.
Waiver of Closing Conditions. Either party may, by Notice to the other party, waive any closing condition that is for its benefit.

Cooperation Required. During the Interim Period, each party shall
take all reasonable action within its control, and use reasonable efforts to cause other actions that are not within its control to be taken, to ensure compliance with any Closing Conditions that are for the benefit of the other party, and
cooperate fully with each other for any steps required to be taken as part of their respective obligations under this agreement.
Seller's Interim Period Obligations. During the Interim Period, the Seller shall do the following:
Required Consents. The Seller shall use reasonable efforts to obtain all Required Consents.
Encumbrances. The Seller shall not permit any encumbrances to attach to or affect any of the Purchased Technology.
Compliance with Laws. The Seller shall comply with all Laws affecting the Purchased Technology.
Exclusive Dealings. The Seller shall not, directly or indirectly, encourage, initiate, or engage in discussions or negotiations with, or provide any information to any third party concerning the sale of the Purchased Technology.
Purchaser's Closing Deliveries. At Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller, the following:
the full purchase price, by wire transfer of immediately available funds to the account designated by the Purchaser,
all the Closing Documents and all other documents and evidence[,each of which in form and substance satisfactory to the Seller] that the Seller may [reasonably] request to complete the purchase of the Purchased Technology,
a certificate of compliance with the Closing Conditions applicable to the Purchaser duly executed by an officer of the Purchaser dated the Closing Date, in form and substance satisfactory to the Seller, and
any other documents contemplated by this agreement to complete the purchase of the Purchased Technology.
Seller's Closing Deliveries. At Closing, the Seller shall deliver, or cause to be delivered, to the Purchaser, the following:
the Purchased Technology in a mutually agreeable format,
copies of all files and records relating to the Purchased Technology,
the contact information of any Persons that may currently be using the Purchased Technology,
the Closing Documents and all other documents and evidence[,each of which in form and substance satisfactory to the Purchaser] that the Purchaser may [reasonably] request to complete the sale of the Purchased Technology, and
a certificate of compliance with the Closing Conditions applicable to the Seller duly executed by an officer of the Seller dated the Closing Date, in form and substance satisfactory to the Purchaser, and
any other documents contemplated by this agreement to complete the sale of the Purchased Technology.
Termination
Mutual Consent. Either the Purchaser or the Seller may terminate this agreement by mutual written consent at any time before the Closing.
Failure to Satisfy Closing Condition. If a Closing Condition is not satisfied at the Closing Time, or if it becomes apparent that it cannot be satisfied at the Closing Time and it is not waived by the party entitled to its benefit, the party entitled to its benefit may terminate this agreement by Notice to the other party. In that case, each party will be released from all obligations under this agreement unless the party that received the Notice can show that the given Closing Condition
is reasonably capable of being performed or caused to be performed by the party that gave the Notice, or
has not been satisfied by reason of a default by the party that gave the Notice.
Failure to Close. Either party may terminate this agreement by providing Notice to the other party if, for any reason other than that party's failure to satisfy a Closing Condition under section 15.2 (Failure to Satisfy Closing Condition), the Closing has not occurred on or before the Closing Date.
Effect of Termination
Return of Property. Upon termination of this agreement, the Purchaser shall return to the Seller all the Seller's property, both originals and copies, under its direct or indirect control.
Indemnification
Purchaser's Indemnity for Third Party Claims. The Purchaser shall indemnify the Seller[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] for all claims, liability, and expenses (including legal fees) arising from any Third Party Claim brought against the Seller[ or any of its directors, officers, employees, shareholders, partners, agents, and affiliates,] in connection with events that took place after the Closing Date.
Seller's Indemnity for Third Party Claims. The Seller shall indemnify the Purchaser[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] for all claims, liability, and expenses (including legal fees) arising from any Third Party Claim brought against the Purchaser[ or any of its directors, officers, employees, shareholders, partners, agents, and affiliates,] in connection with events that took place on or before the Closing Date.
Seller's Indemnity for Breach. The Seller shall indemnify the Purchaser[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] against all claims, liability, and expenses (including legal fees) arising from the Seller's misrepresentation or breach of, or any inaccuracy of, any of the Seller's representations or warranties contained in, this agreement.
Effect of Inspection. The Purchaser's right to indemnification under section 16.3 (Seller's indemnity for Breach) applies despite
any inspection or inquiries made by the Purchaser or any of its representatives before Closing, or
any knowledge acquired or capable of being acquired by, or facts actually known to, the Purchaser or any of its representatives (whether or after Closing).
Mutual Indemnity. Each party shall indemnify the other party[ and its directors, officers, employees, shareholders, partners, agents, and affiliates,] against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against one party that alleges any [grossly] negligent act or omission or willful conduct of the other party[ or its directors, officers, employees, shareholders, partners, agents, or affiliates].
Notice of Claim. A party shall give prompt Notice to the other party of any claim or potential claim for indemnification under this section.
Exclusive Remedies. The rights granted under this section 16 (Indemnification) are the exclusive remedies available under this agreement in connection with the claims and losses that this section addresses.
Limitation of Liability
Foreseeability. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen on entering into this agreement.
Maximum Liability. In no event will the Seller's liability under this agreement exceed the purchase price paid to the Purchaser.
Definitions
"Governmental Authority" means
the government of the United States or any other nation, or any of its or their geographical or political units or subdivisions, and
any body, agency, tribunal, arbitrator, court, authority, or other entity that exercises executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or relating to, government.
"Interim Period" means the period between the date of this agreement and the Closing Date.
"Law" means
any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and
any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.
"Notice" means any notice, request, direction, or other document that a party can or must make or give under this agreement.
"Purchased Technology" means all the technology described in the Schedule A (Description of Purchased Technology).
"Required Consent" means any consent, approval, or authorization of any Person, and any registration, filing, or other recording with any governmental authority, required in connection with the sale of the Purchased Technology and the performance of the terms of this agreement.
"Third Party Claim" means any claim or proceeding brought by a third party against the Purchaser that alleges
a breach of any legal rights that the third party has or claims to have, or
that the third party has suffered or may suffer damages,
in connection with the Purchased Technology.
General
Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.
Further Assurances. Each party, upon receipt of Notice from the other party, shall sign (or cause to be signed) all further documents, do (or cause to be done) all further acts, and provide all assurances as may reasonably be necessary or desirable to give effect to the terms of this agreement.
Amendment. This agreement may only be amended by a written document signed by both parties.
Binding Effect. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.
Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.
No Partnership. Nothing contained in this agreement creates a partnership, joint venture, principal-and-agent, or any similar relationship between the parties.
Third Party Beneficiaries. The Indemnification terms of this agreement confer rights and remedies upon the [PARTY ONE]'s directors, officers, employees, shareholders, partners, agents or affiliates. No Person other than the parties themselves and those beneficiaries has any rights or remedies under this agreement.
Payment of Expenses. Each party is responsible for all costs (including legal fees) and other expenses that it incurs in connection with the negotiation and preparation of this agreement.
Notices
Form of Notice. All notices and other communications between the parties must be in writing.
Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.
Receipt of Notice. A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.
Remedies Cumulative. The rights and remedies available to a party under this agreement are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.
Survival. Sections 16 (Indemnification) and 16.4 (Effect of Termination) survive the termination of this agreement.
Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
Waiver. A party's failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.
Governing Law. This agreement will be governed by and construed in accordance with the laws of the State of JAPAN, without regard to its conflict of laws rules.
Dispute Resolution
Arbitration. Any dispute or controversy arising under or in connection with this agreement will be settled exclusively by arbitration in JAPAN
Damages. The arbitrator(s) will not have the power to award punitive damages.
Judgment. The successful party may enter the arbitral judgment in any court having jurisdiction. The arbitrator will not have the power to award punitive damages.
Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.
Attorney Fees. If either party brings legal action to enforce its rights under this agreement, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.
Interpretation
Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.
Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa, words importing gender include all genders.
Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.
Effectiveness of Agreement. This agreement is effective as of the date shown at the top of the first page, even if any signatures are made after that date.
This agreement has been signed by the parties.

[PURCHASER's NAME]
PHILIPPINES
By: Rodrigo R. Duterte
Date: September of 2012

[SELLER's NAME]
JAPAN
By: Shinzo Abe
Date: September of 2012

He would then continue with his discussion:

"Thank you for your kind consideration, Prime Minister Abe. We shall transfer the payment shortly (https://modernnations.com/threads/transfer-philippines-to-japan.3077/)

As for the 1x HHIC-Phil 20,600 TEU-class Container Vessel, we'll sell it to you at a discounted price of $75,000,000 as a gesture of friendship.

I think that's about it on my side. Are their anything else you wish to discuss Sir?"

@king4turtle

 

[Wow41]

"Thank you for the discount. We will transfer the payment (https://modernnations.com/threads/transfer-japan-to-philippines.3078/)

I think that was all for now. It was a pleasure speaking with you. I wish you and your people the best of luck and hope to talk to you soon."

@Apingdaldal

 

[Apingdaldal]

"Pleasure is all mine, PM Abe. We will keep in touch with your government. Until then."


- end of videocall -