MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement (“the AGREEMENT”) is made and

entered into, by and between:

____________________, a single proprietorship duly organized and existing under

the laws of the Philippines, with the office address at Subdivision., E. Rodriguez,
Quezon City, represented herein by its General Manager, ELPIDIO S.UY,
hereinafter referred to as the “FIRST PARTY”;

-AND-

, a single proprietorship duly organized and existing under the laws of the
Philippines, with the office address,
_______________________________,represented herein by its ___________, ,
hereinafter referred to as the “SECOND PARTY”;

-AND-

, a corporation duly organized and existing under and by virtue of the Republic of
the Philippines with Principal address at, Bonifacio Global City, Taguig City,
represented in this instance by its owner/authorized managing officer, ,
hereinafter referred to as the “THIRD PARTY”:

WITNESSETH:

WHEREAS, the FIRST PARTY was awarded by the Department of Public

Works and Highways (DPWH) for the construction of the National High School;

WHEREAS, the SECOND PARTY was subcontracted by the FIRST

PARTY to manage and implement the two construction project;

WHEREAS, the SECOND PARTY subsequently entered into and

established a partnership for the construction of the project/s with the THIRD
PARTY to primarily finance the construction of the said project/s;

WHEREAS, pursuant to the partnership, the SECOND PARTY agreed to

finance the construction of the said two identified projects;

NOW, THEREFORE, for in consideration of the foregoing premises, the

parties have agreed and hereby agree, to wit:

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 TERMS AND CONDITIONS

I. ROLES and RESPONSIBILITIES OF CONSTRUCTION:

1. Shall be the primary point person/ communicator with the DPWH

as to the progress of the two identified projects;
2. Shall be the designated point person to update the DPWH as to any
progress with regard to two identified projects;
3. Shall be primarily responsible alongside with the THIRD PARTY for
the collection of any payment/s from the DPWH for the two
identified projects;
4. Shall be primarily accountable to reimburse and pay the THIRD
PARTY of all the financial assistance given for the said two
identified project/s;

II. ROLES and RESPONSIBILITIES OF:

1. Shall bear full responsibility in managing the project

implementation;
2. Shall be transparent as to every dealings or transactions made in
connection with the two identified projects;
3. Shall submit a request for the Monthly Project Budget that will be
utilizing for the subsequent month within the first five (5) calendar
days of the month;
4. Shall provide the FIRST PARTY the financial requirements needed
during construction of the project;
5. Shall use the construction materials released solely and exclusively
for the project in this Agreement and in no case divert or use for
purposes unrelated to said project;;
6. Shall submit a complete Monthly Accomplishment Report as to the
progress of the project implementation including an accounting of
the subsidy fund and disbursements made to implement the project,
and such other data and information, as may be required by the
THIRD PARTY from time to time. Such report shall be due every
__th day of the succeeding month;
7. Shall come up with a complete accounting of the project cost and
expenses including its profit which shall be treated as confidential;

III. ROLES and RESPONSIBILITIES OF

1. Will extend financial assistance to the FIRST PARTY and
SECOND PARTY;
2. Will be responsible to supply and deliver materials necessary
for the completion of the two identified projects;

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IV. SPECIAL CONDITIONS:

1. SECOND PARTY and THIRD PARTY shall open a Joint Checking

Account to be considered as depository account for all payments
from Progress Billings of the project undertaken by both Parties,
wherein an initial investment of Ten Percent (10%) of Total Project
Cost of the On-going Projects shall be deposited to finance the
construction;
2. _______________ PARTY and ___________PARTY shall have a Net
Profit sharing of Fifty Percent (50%) each, considering that all direct
expenses in terms of Materials, Labor and Equipment; including
Taxes, Royalty and OCM shall be deducted from the Gross Contract
Amount;
3. FIRST PARTY together with the THIRD PARTY shall collectively
claim the payment/s due from the Department of Public Works and
Highways (DPWH). Thereafter, all payment/s claimed, without any
delay shall immediately be paid or deposited directly to the THIRD
PARTY;
4. Upon demand of payment, any delay in the payment due by the
FIRST PARTY to the THIRD PARTY shall be a cause for the
THIRD PARTY to terminate this Agreement without further notice;
5. Further, THIRD PARTY shall institute appropriate action and/or
may suspend release of fund in the event of failure of the FIRST
PARTY to strictly comply with the provision of this Agreement;
6. The obligations and rights arising from this Agreement shall not be
assigned and transferred by the FIRST PARTY to any third party
without the written consent of the THIRD PARTY;

OTHER TERMS AND CONDITIONS

1. CONFIDENTIALITY. Each party hall treat as strictly confidential all

information received or obtained as a result of entering into or performing
this Memorandum of Agreement;

2. REPRESENTATIONS AND WARRANTIES. Each party to this

Agreement represents and warrants to the other party that he/she/it:
a. has full power, authority, and legal right to execute and
perform this Memorandum of Agreement;
b. this Memorandum of Agreement constitutes the legal, valid
and binding obligations of such party in accordance with its
terms; and
c. shall act in good faith to give effect to the intent of this
Agreement and to take such other actions as may be

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 necessary or convenient to consummate the purpose and
subject matter of this Memorandum of Agreement;

3. EFFECTIVITY. This AGREEMENT shall take effect immediately upon its

execution by both parties and shall remain effective until terminated by
either or both parties;

4. TERM. This AGREEMENT may be terminated by mutual agreement of

the parties, and shall automatically terminate upon completion of all
responsibilities as stated herein, unless otherwise amended;

5. AMENDMENT. This AGREEMENT may be modified or amended if the

amendment is made in written and signed by both parties;

6. SEPARABILITY CLAUSE. In case this AGREEMENT, or any part hereof,

is found to be unconstitutional, illegal or invalid for any reason, the
remainder hereof not affected by the declaration or invalidity shall remain
in full force and in effect;

7. RATIFICATION. The parties shall be responsible for the ratification of

their respective execution of this AGREEMENT before a Notary Public;

8. WAIVER OF CONTRACTUAL RIGHTS. The failure of either party to

enforce any provision of this Agreement shall not be construed as a waiver
or limitation of that party’s right to subsequently enforce and compel strict
compliance with every provision of this Agreement.

9. In case of breach of any terms of the Agreement, dispute and/or litigation

arising from this Agreement, the venue of actions shall be filed in the
proper courts of _______________ City, to the exclusion of all other courts.

IN WITNESS WHEREOF, the parties have hereunto set their hands, this
_____ day ____________, 2018 at _______________, Philippines.

By:

SIGNED IN THE PRESENCE OF:

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 ___________________________ _____________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF ____________ ) S.S.

BEFORE ME, a Notary for and in the City of _________________,

personally appeared;

Name Govt. Issued I.D. No. Date/Place Issued

Known to me and known to be the same person who have signed the
foregoing instrument and acknowledged to me that the same is their free and
voluntary act and deed.

This instrument refers to the MEMORANDUM OF AGREEMENT

consisting of six (6) pages including the page whereon the acknowledgment is
written, and signed by the parties and witness on all pages.

WITNESS MY HAND AND SEAL this _______ day of

_______________________ at ________________, Philippines.

NOTARY PUBLIC

Page No. ______

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Doc. No. ______
Book No. ______
Series of 2018