Vous êtes sur la page 1sur 8

PREPARATOY AGREEMENT FOR JOINT VENTURE CONTRACT

This Agreement (the Agreement) is executed this _____ day of _____, 2012 by and
between:


ALRECO INNOVATIVE CONSTRUCTION SERVICE, a Single Proprietorship entity duly
organized and existing under and by virtue of the laws of the Republic of the Philippines,
with office address at Unit 108, 8760 Santol, San Antonio, Makati City, hereinafter referred
to as ALRECO and represented in this act by its owner ALBERTO R. COLLANTES;

- and -


MONOCRETE REALTY AND DEVELOPMENT CORPORATION, a corporation organized
and existing under the laws of the Republic of the Philippines with principal office located
at Lot 8356, C6 Menville Subdivision, Palingon, Taguig City, hereinafter referred to as
MONOCRETE and represented in this act by its President-CEO ELIZABETH MENDOZA;



REPRESENTATIONS


A. ALRECO and MONOCRETE desires to form a business partnership to carry on the
purpose of their respective business and expertise jointly;

B. ALRECO is engaged as innovator, technology provider as well as outsourcing and
consultant in the construction industry. Its products herein represented includes but
may not be limited to the lightweight concrete, such as the Light Interlocking Hollow
Block and Precast Panel (products), its machineries, chemicals, technicians and
technology;

C. MONOCRETE is engaged in building, purchasing, owning, sub-diving, selling, and
renting real estate among others. Its products herein represented include concrete,
labor supply, warehouse and equipments among others.

D. ALRECO through its Owner and General Manager, Mr. ALBERTO R. COLLANTES
bought the product technologies from an Australian based company and therefore
has the sole intellectual property rights not only on this technology but also over the
use of the most essential equipments for the production of Lightweight Interlocking
Hollow Block and Precast Panel that maybe available for sale to consumers and end-
users.

E. ALRECO initially presented a business program wherein it will be responsible for the
procurement of projects, where its aforementioned main products will be used. That
Monocrete with its existing resources and capabilities will be responsible for the
manufacture and supply of the products as the case maybe in accordance to
project requirement. That contract(s) entered into for this purpose on the supply
and/or installation of these products will be under the name of ALRECO as the
exclusive technology provider.

F. MONOCRETE through its President-CEO Elizabeth Mendoza manifested its interest and
required ALRECO to immediately submit the details of its business program by which
ALRECO immediately prepare. MONOCRETE on its part will commence to prepare its
part after submission of details of the business program.

G. ALRECO and MONOCRETE agreed that the degree of financial capitalization will be
determined thereafter for a possible JOINT VENTURE AGREEMENT.


NOW, THEREFORE, for and in consideration of the above premises and reciprocal
obligations and undertakings contained herein, the parties agree:


1. CREATION OF THE ALRECO AND MONOCRETE JOINT VENTURE

ALRECO INNOVATIVE CONSTRUCTION SERVICE & MONOCRETE REALTY AND
DEVELOPMENT CORPORATION hereby associates themselves together as Joint
Venture (JV) partners for the specific purpose of contracting, manufacturing,
supply and installation of its products and as hereunto represented.


2. JOINT VENTURE BOARD OF DIRECTORS & OFFICERS

The Board of Directors (Board) of the JV shall be as follows:

2.01 Chairman Of The Board -
2.02 President & CEO -
2.03 Technical & Operation -
2.04 Accounting & Administration -
2.05 Finance -

The party who has the larger capital investment shall be holding the majority
membership in the Board.

The members of the Board maybe replaced at any time for gross violation of their
respective duties and responsibilities determined by the an independent body
elected and chosen by the Board, resignation, declaration of absence in
accordance with the requirements of the Civil Code, death, imprisonment of more
than six (6) months, or termination of employment by their respective employers,
removal or replacement by their respective employers with the approval of the
Board.

3. CONTRIBUTION / PARTICIPATION / MANAGEMENT RESPONSIBILITIES OF THE PARTIES

3.1 ALRECO INNOVATIVE CONSTRUCTION SERVICE

3.1.1 ALRECO being the Technology owner & partner to the JV, shall be the
Business & Project Development Partner and shall perform the following
duties and responsibilities:

3.1.1.1 ALRECO through its marketing networks, contacts and resources
shall develop the communication link and representation with
the client bids and/or awards committee in behalf of the _____
JV;

3.1.1.2 ALRECO shall have a project development fund for the
preliminary expenses during bidding works in favor of the JV;

3.1.1.3 ALRECO shall be responsible for the project development works
such as but not limited to representation, flights, hotel expenses,
documentation preparation and others in relation to its pursuit of
the contract by its representatives;

3.1.1.4 ALRECO after such identification shall secure all necessary
commercial and technical documents from the client bids
and/or awards committee and officially endorse the same to
the Board for evaluation, estimate, costing and assessment of its
viability;

3.1.1.5 ALRECO shall brief and orient the Board on all commercial,
technical and financial aspects of the project for proper
inclusion on the preparation of the estimate and costing of the
bid for the project;

3.1.1.6 ALRECO shall assist in facilitating entry of skilled personnel for the
project and shall be jointly responsible for their administration in
relation to the project;


3.2 MONOCRETE REALTY AND DEVELOPMENT CORPORATION

3.2.1 MONOCRETE having a wide capability and credibility to manufacture
by mass production and partner to the JV shall be the Production,
Construction & Logistic Support Partner for the particular undertaking.

3.2.2 After the final checking of all the technical designs, drawings of job
orders among others, and with the final approval of the Board and
endorsement of the President & CEO, MONOCRETE shall perform the
following duties and responsibilities:

3.2.2.1 To be fully responsible for the production of all job orders
endorsed by ALRECO as has been duly approved by the
President& CEO;

3.2.2.2 Ensure that the all products manufactured on the plant shall be
of the acceptable quality standard represented to clients;

3.2.2.3 Ensure that all delivery schedules and accomplishment shall be
on time as agreed upon in accordance to the contract
agreement with the clients;

3.2.2.4 To be fully equipped with all materials and manpower
reasonably required at site and inside the plant;

3.2.2.5 To guarantee that all job orders coming from the JV shall have
its corresponding written approval of the President & CEO;

3.2.2.6 To guarantee that every job orders has its corresponding
contracts with the JV.

3.2.3 MONOCRETE likewise having its pool of Technical and Engineering
experts shall be the Engineering and Project Management for the JV
and shall further perform the following responsibilities:

3.2.3.1 After ALRECOs identification and endorsement of the projects
to the Bord for further evaluation and approval, it will be
officially endorsed to MONOCRETE technical group to perform
the following works:

3.2.3.1.1 To coordinate with ALRECO for the required site inspection
and necessary works for the pre qualification as bidder and
as part of the project development works;

3.2.3.1.2 To prepare labor cost estimates of the projects upon
receipt of the Bill of Quantities (BOQ) and/or costing or
other requirements endorsed by ALRECO;

3.2.3.1.3 To make available the technical team for the bid
preparation but not limited to the Engineering Manager,
Engineer, Supervisors, and surveyors as required in the
project;

3.2.3.1.4 Assist ALRECO in briefing and orienting for production to
installation works;

3.2.3.1.5 Provide documents and assist in the processing of the pre
qualification documents for the JV with the bid committee
of the clients;

3.2.3.1.6 Mobilize the required project management, administrative
& accounting personnel on site who will handle, manage
and administer workers, payroll and welfare facilities on site.

3.2.3.1.7 To make use of its project and construction management
experience and technical expertise for the project, such
that services shall meet the specified requirements and
objectives of the client.

3.2.3.1.8 To comply with existing statutory requirement for
Environment Safety as well as that of the Occupational
Safety and Health Standards.


4. WORKING CAPITAL / FINANCIAL CONTRIBUTION

As will be required under the JV Agreement, the JV shall provide the required credit
line for each member.

Note : It has also been agreed that MONOCRETE shall provide the capital investment
for the required Molds for the production of Lightweight Interlocking Hollow Block with
an approximate import value of not less than Two Million Pesos (PHP 2,000,000.00) in
favor of the JV as it will be treated as credit which may include a corresponding
lawful interest that shall be agreed later upon by the parties concerned.

5. APPLICATION AND SHARING OF PROFITS & FINANCIAL COMMITMENT

ALRECO INNOVATIVE CONSTRUCTION SERVICE & MONOCRETE REALTY AND
DEVELOPMENT CORPORATION being partners shall assume a share of
____________________ of the benefits from this undertaking.

Should the Joint Venture be awarded the contract, the proceeds of the JV shall be
applied and allocated for the following:

Cost of Workers Mobilization;
Workers compensation, benefits and other mandatory expenses as required
by law;
Overhead and Administrative expenses;
Office and Consumables Supplies;
Taxes;
Management Fees;
Capital Depreciation/amortization if any;
Other operational expenses.


The net income shall be shared by the parties as follows:

ALRECO INNOVATIVE CONSTRUCTION SERVICE - _____%
MONOCRETE REALTY AND DEVELOPMENT CORPORATION - _____%

6. JOINT VENTURE NAME AND TRADEMARK

The JV shall carry the tradenames of the contracting parties which shall be ALRECO &
MONOCRETE JOINT VENTURE.

The JV shall carry the trademarks and/or logo of the contracting parties and shall be
arranged and designed by the parties. (ANNEX ___).

Tradenames and trademarks of the parties shall be the official identification marking
to be carried on all JV commercial documents, property markings and identification,
internal documentations among others, except that the Main Contract
documentations for the projects shall be under the name of ALRECO as the
intellectual property owner and provider.

JV name and trade may also be amended according to the change of the
respective tradenames and trademarks of the parties.

7. DISLOYALTY OF MEMBER OF THE BOARD OR ANY PARTY

Where a director by virtue of his office, aquires for himself a business opportunity
which should belong to the JV, thereby obtaining profits to the prejudice of the
Parties and the JV, he must account to the Party and/or JV by refunding the same,
unless his act has been ratified by the offended Party and/or JV.

8. INCLUSION OF ANOTHER PARTY TO THE JV

In any event wherein the Board may find it reasonable and necessary to further and
make the most effective and profitable opportunity in carrying on the undertaking of
the JV, a new partner may be accepted without modifying the terms of the JV
Agreement, except that if modification is reasonable and necessary for the benefit
of the parties and the JV.

This may also apply to exclusion of a party later included if otherwise condition will
manifest. Such may be decided by the decision of the original parties to the JV.

9. TERMINATION CLAUSE

The parties may terminate the JV Agreement for any other cause upon reasonable
notice to the other party provided that its affectivity shall be after completion of any
existing projects and after complete liquidation. From the time of any notice for
termination by any party, business development activities shall likewise cease until
further notice from the Board.

If in case the business development activities is on-going and termination notice has
been properly served before any party and to the board, liabilities or damages that
may be incurred therefrom due to such termination shall be borne by the party who
has given notice except that if notice was sent simultaneously by both parties.

10. REMOVAL/AMENDEMENT/MODIFICATION CLAUSE

The contents of every representations and provisions above stated are still subject to
any removal, amendment and/or modification during this negotiation stage. In case
where any provision has not been change in accordance with this provision, the
contents of this preparatory agreement shall be included and shall become part of
the MEMORANDUM OF AGREEMENT for the Joint Venture Agreement.


TERMINATION OF INTEREST UNDER THIS STAGE


The parties herein are in the negotiation stage for the purpose of investing to a
common fund the assets, expertise, technology and manpower to undertake a business
with a high potential demand for the market in the fast growing construction industry not
only locally but abroad.

As such with the efforts and costs incurred and employed by the parties involved
in this negotiation, any of parties cannot without any reasonable and acceptable
grounds withdraw therefrom. Withdrawal by any party shall be made by serving a
written notice either personally or by registered mail. The notice of withdrawal shall
indicate the facts and the basis for which the same has been based.


This PREPARATORY AGREEMENT FOR JOINT VENTURE AGREEMENT shall be
binding upon the parties hereto.

IN WITHESS WHEREOF, the parties hereto have set their hands at the bottom of this
page and on the left margin of all pages on this agreement.





Signature: Signature:





..
ALBERTO R.COLLANTES ELIZABETH MENDOZA
GENERAL MNGR./OWNER - ALRECO PESIDENT & CEO - MONOCRETE




Witnessess:




...................................................................... .................................................................





ACKNOWLEDGMENT



REPUBLIC OF THE PHILIPPINES)
MAKATI CITY OF ____________)SS.



BEFORE ME, a Notary Public, this ______ day of ______________, 2012, personally
the following:

Name CTC Number Date/Place Issued


_________________ ______________________ __________________
_________________ ______________________ __________________




This instrument consisting of _____ page/s, including the page on which this
acknowledgement is written, has been signed on the left margin of each and
every page thereof by the concerned parties and their witness, and sealed with
my notarial seal. All known to me to be the same persons who executed the
foregoing instrument and acknowledged that the same is their free act and
voluntary deed.


WITNESS MY HAND AND SEAL in the place and on the date first above written.





NOTARY PUBLIC


Doc. No. _______
Page No. _______
Book No. _______
Series of 2012































(DRAFT JOINT VENTURE AGREEMENT )

MEMORANDUM OF AGREEMENT


KNOW ALL MEN BY THESE PRESENTS:


This Memorandum of Agreement (the Agreement) is executed this _____ day of _____,
2012 by and between:


ALRECO INNOVATIVE CONSTRUCTION SERVICE, a Single Proprietorship entity duly
organized and existing under and by virtue of the laws of the Republic of the Philippines,
with office address at Unit 108, 8760 Santol, San Antonio, Makati City, hereinafter referred
to as ALRECO and represented in this act by its Owner ALBERTO R. COLLANTES;

- and -


MONOCRETE REALTY AND DEVELOPMENT CORPORATION, a corporation organized
and existing under the laws of the Republic of the Philippines with principal office located
at Lot 8356, C6 Menville Subdivision, Palingon, Taguig City, hereinafter referred to as
MONOCRETE and represented in this act by its President-CEO ELIZABETH MENDOZA;



WITNESSETH THAT:



(REASONS FOR ENTRY TO JV)

(NATURE OF JV)

(RESP






ACKNOWLEDGMENT



REPUBLIC OF THE PHILIPPINES)
MAKATI CITY OF ____________)SS.



BEFORE ME, a Notary Public, this ______ day of ______________, 2012, personally
the following:
ANNEX 1

Name CTC Number Date/Place Issued


_________________ ______________________ __________________
_________________ ______________________ __________________




This instrument consisting of _____ page/s, including the page on which this
acknowledgement is written, has been signed on the left margin of each and
every page thereof by the concerned parties and their witness, and sealed with
my notarial seal. All known to me to be the same persons who executed the
foregoing instrument and acknowledged that the same is their free act and
voluntary deed.


WITNESS MY HAND AND SEAL in the place and on the date first above written.





NOTARY PUBLIC


Doc. No. _______
Page No. _______
Book No. _______
Series of 2012