CONSULTANCY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement is hereby entered into this ________day
________________in the Quezon City, Philippines, by and between:

of

KEYLARGO INDUSTRIAL SALES, a corporation duly created and

existing under and by virtue of the laws of the Republic of the Philippines,
with office address at SGS Foundation Building, No. 1335 G. Araneta
Avenue, Quezon City, represented by its President, Mr. Teodoro F.
Ferrer, hereinafter referred to as the CORPORATION;
-andMR. ERNESTO M. VILLAROSA, 49 years old, Filipino, married and
with residence and postal address at No. 11 M. Prieto St., BF Homes,
Paranaque, Metro Manila, hereinafter referred to as the CONSULTANT.
WITNESSETH: That
WHEREAS, the CORPORATION is engaged in the business of selling and
distributing various industrial products;
WHEREAS, the CORPORATION is desirous of engaging the services and
expertise of the CONSULTANT, offers to hire the latter, and in that regard hereby
willfully and voluntarily appoints the CONSULTANT for purposes of providing
technical assistance in industrial sales management;
WHEREAS, the CORPORATION, by virtue of the CONSULTANTs offer,
hereby accepts said offer including the appointment, as the latters consultant;
NOW, THEREFORE, for and in consideration of the foregoing premises
and the mutual stipulations and covenants contained hereunder, the parties
hereto agree as follows:
ARTCILE I
RESPONSIBILITIES OF THE PARTIES
1.1

Responsibilities of the CORPORATION:

1.1.1 To pay the CONSULTANT the consultants fees and allowance
provided under Article IV hereof.

1.2

Responsibilities of the CONSULTANT:

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1.2.1 The CONSULTANT shall provide the CORPORATION the following
services which shall include but not limited to the following:
a.
To troubleshoot on any and all technical problems concerning
industrial sales management; and
b.

To provide the CORPORATION market information when

needed.

1.2.2 The CONSULTANT shall immediately inform the CORPORATION

regarding any and all inquiries or offer for employment similar to
this Agreement which he may have received at any time, during the
effectivity of this Contract;
1.2.3 The CONSULTANT agrees and obliges himself to immediately and
promptly respond/reply to any instructions, communications and/or
message(s) sent by the CORPORATION relative to his
assignments/projects;
1.2.4 The CONSULTANT shall, unless a prior schedule has been made,
make himself available in cases of project visitation on any concern
or matter that needs the assistance of the CONSULTANT /and such
other activities in line with his engagement as a CONSULTANT of the
CORPORATION;
1.2.5 During the effectivity of this Contract, the CONSULTANT shall not
allow himself to be hired/engaged as a CONSULTANT by another
person, partnership, corporation or such other legal entity or
personally engaged in a business similar to and/or in direct or
indirect competition with the CORPORATION.
ARTICLE II
TERM
2.1

2.2

This Contract shall take effect on April 1, 2003 and shall automatically
expire on May 13, 2003, unless earlier terminated by either party through
a written notice served at least three (3) days in advance prior to the
intended date of termination;
This Contract shall automatically expire after the lapse of the period
herein provided. In the event that both parties opt to renew this Contract,
the same shall be subject of another and new agreement between the
parties and may further include additional stipulation and covenant.
ARTICLE III
TERMINATION

3.1

3.2

In the absence of any written request for extension submitted by the

CONSULTANT or automatic extension at the instance of the CORPORATION
served to the CONSULTANT at least three(3) days prior to the expiration of
this Contract, this Contract shall automatically expire on the last day of its
effectivity;
Any breach, non-performance or non-observance on the part of the
CONSULTANT relative to the terms and conditions herein provided shall

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constitute default which shall be a sufficient ground to terminate this
Contract, its extension or renewal;
ARTICLE IV
CONSIDERATION
4.1
4.2

For the services rendered, the CONSULTANT shall be entitled to a

Consultants Fee of P__________ per month plus transportation of __________
per month.
Any and all taxes, (whether in the nature of an income tax, final tax and/or
excise tax, VAT, etc.) and such other incidental expenses arising from or
incidental to this Agreement shall be for the CONSULTANTs account. The
CONSULTANT hereby authorizes the CORPORATION to deduct the
according amount from his fee for payment of tax incidents relative to the
income derived by virtue of this Agreement.
ARTICLE V
CONFIDENTIALITY

5.1

5.2

The CONSULTANT shall keep in highest secrecy and confidentiality all

information known, learned, derived and realized as regards matters,
ideas and insights which are by nature confidential in the usual course of
business, especially so in the business of the CORPORATION. Confidential
information shall mean any information and data of confidential nature,
including but not limited to proprietary, marketing, operating,
performance, cost, business pricing, policies, schemes, strategies,
techniques, and all record bearing media containing or disclosing such
information and techniques which was disclosed to the CONSULTANT
pursuant to this Contract.
The Parties agree that the CONSULTANT understands that such
confidential information is regarded by the CORPORATION as valuable and
imperative in its business, and agrees to use it only for purposes of this
Contract, and to hold such information in confidence and protect it from
dissemination to, or use by, unauthorized persons, in the absence of the
CORPORATIONs written consent. The CONSULTANT shall not reproduce, or
disclose such information, in whole or in part, to any party, nor
allow/induce/invite/facilitate any other person to use any of the
designated/described/considered confidential information(s).
ARTICLE VI
INDEMNITIES

6.1

6.2

The CONSULTANT shall hold free and harmless and of no liability of any
kind whatsoever the CORPORATION against all actions, suits, damages
and claims whatsoever that may be brought or made by reason of the
non-performance or non-compliance by the CONSULTANT or any of his
agents or authorized representatives of applicable statute/law, rules,
regulations, ordinances and circulars relating to this Agreement.
The CONSULTANT hereby agrees to defend, indemnify, and hold the
CORPORATION harmless from any and all losses, damages, liabilities, costs

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and expenses (including but not limited to legal fees), arising from or
resulting directly or indirectly from his delay/default in the performance of
his duties as a CONSULTANT.
ARTICLE VII
ASSIGNMENT
For whatever cause, reason or purpose, the CONSULTANT shall not assign and/or
designate his rights under this Contract to a third person or persons without the
written consent of the CORPORATION.
ARTICLE VIII
NON-WAIVER
The CORPORATIONs failure to insist upon a strict compliance and performance
of any of the terms and conditions of this Contract, or to exercise any right or
option herein contained, shall not be construed as a relinquishment or waiver of
the condition, right, option or remedies under the law not it shall be construed as
a waiver or relinquishment of any subsequent breach or default on the
aforementioned terms and conditions, and shall not affect the validity and
enforceability of all the rights of the CORPORATION
and its remedy to
subsequently enforce or demand performance of such provision(s) against the
CONSULTANT. Silence on the part of the CORPORATION shall not be construed
or considered as condonation or waiver of any breach or default by the
CONSULTANT of any covenant/stipulation contained in this Contract. No waiver
shall be deemed to have been made by the CORPORATION unless expressed in
writing.
ARTICLE IX
VENUE
The Parties hereby agree that Courts of competent jurisdiction in Quezon City,
Philippines shall have the sole and exclusive jurisdiction to adjudicate any
dispute arising from the violation of any stipulations, provisions and covenants in
this Contract or that which may arise from the disclosure by the CONSULTANT of
any confidential information relative to his engagement as a CONSULTANT by the
CORPORATION.
ARTICLE X
GOVERNING LAW
This Agreement shall be interpreted and construed in accordance with and shall
be governed by the laws of the Republic of the Philippines.
ARTICLE XI
AMENDMENT
This Contract may be changed, altered, amended or supplemented by mutual
written agreement of the parties.

ARTICLE XII
SEPARABILITY
If any one or more of the provisions contained in this Agreement shall be
declared by final judgment invalid, illegal or unenforceable in any respect under
any applicable law, such invalidity, illegality or unenforceability shall not affect
the other provisions of this Contract.
ARTICLE XIII
ENTIRE DOCUMENT
The terms and conditions herein contained constitute the entire agreement
between the Parties pertaining to the subject matter hereof and shall supersede
any and all understandings, representation and communications prior to the date
hereof. Either party is not bound and shall not be bound by any stipulation,
representation, agreement or premise, oral or otherwise, not contained in this
Contract or incorporated herein by reference.

IN WITNESS WHEREOF, the parties have hereunto affixed their

signatures this _________ day of ______________ at Quezon City, Philippines.
KEYLARGO INDUSTRIAL SALES

_________________________
Ernesto M. Villarosa
Consultant

By:
________________________
Mr. Teodoro F. Ferrer
SIGNED IN THE PRESENCE OF:
____________________________

_____________________________
ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

______________________
) S.S.
BEFORE ME, a Notary Public, for and in the City of _________, Philippines,
this _________ day of ___________ personally appeared:
Name

CTC No.

Date/Place of Issue

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Keylargo Industrial Sales
Teodoro F. Ferrer
Ernesto M. Villarosa
known to me and to me known to be the same persons who executed the
foregoing Agreement and they acknowledged to me that the same is executed
with their own free and voluntary act and deed and of the entity herein
represented.
IN WITNESS WHEREOF, I have hereunto affixed my signature on the
date and place first above-written.
Notary Public

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2003.