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WHEREAS CLAUSES

WHEREAS, [State Background of the Agreement/Other Particulars];


ENCLOSURES/VARIANCE BETWEEN DOCUMENTS
The following enclosures are integral parts of this Agreement: Appendix
No(s): [State Relevant Documents] (the Contract Documents).
[The Contract Documents are to be considered as one and
complementary with each other and whatever is called for be any one of the
documents shall be binding as if called for under all the documents.]
If there is any contradiction or inconsistency between this Agreement
and its enclosures, this Agreement shall take precedence and the Parties
undertake to take all reasonable steps to remove any such contradiction or
inconsistency.
The relevant enclosure(s) hereto shall be kept up to-date and
amendments thereof shall be executed in writing by the Parties as a result of
agreed amendments to the Agreements.
REPRESENTATIONS AND WARRANTIES
Organization (Long Form)
Each of the Parties represents and warrants that it is a corporation or
partnership (as the case may be) duly organized, validly existing and (if a
corporation) in good standing under the laws of the jurisdiction of its formation
and (If a corporation) is duly qualified and in good standing as a foreign
corporation (to the extent required) in each other jurisdiction in which it owns
or leases property or in which the conduct of its business requires it to so
qualify and has all requisite corporate or partnership or partnership power and
authority (as the case may be) to own or lease and operate its properties and
to carry on its business as now conducted, except where the failure to so
qualify or be licensed or to have any such power and authority would not
reasonably be expected to have a material adverse effect.

Organization and Corporate Authority with Compliance with Other Agreements


and Law/Rules
1. The Parties respectively represent and warrant to the others as follows:
1.1 that they are both corporations duly organized, valid and existing under
the laws of the Philippines (or under the laws of their respective
jurisdiction) and are in good standing;
1.2 all corporate actions on the part of each party and their respective Board
of Directors and Officers necessary for the authorization, execution and
delivery of this Agreement, and the performance of all obligations herein,
have been taken and this Agreement, when executed and delivered, shall
constitute a valid and legally binding and enforceable obligation of each
party, in accordance with its terms;
1.3 the entry into and performance by each party of the obligations and/or
transactions contemplated by this Agreement do not and will not conflict
with:
(a) any law, order, rule of regulation applicable to it;
(b) any provision of its Articles of Incorporation and By-laws; or
(c) any agreement, contract or instrument binding upon it or any of its
assets, real or personal.
No Pending Litigation
There are no legal, arbitral or governmental proceedings, pending to
which [NAME OF COMPANY/PARTY] is a party or at which any property of
[NAME OF COMPANY/PARTY], would individually or in the aggregate have a
material adverse effect on [NAME OF COMPANY/PARTY]. There is no
unsatisfied judgment or arbitral award of a material value outstanding against
[NAME OF COMPANY/PARTY].
Valid Title
[NAME OF COMPANY/PARTY] has valid and good title to all its real or
personal properties free and clear of all liens or other security interests.
Taxes and Assessments
[NAME OF COMPANY/PARTY] has duly and timely filed all tax returns
that are, or were, required to be filed. All such tax returns were true, correct

and complete in all material respects to the best of [NAME OF


COMPANY/PARTY]s knowledge. No agreement or other document waiving the
period of prescription of assessment or collection of any taxes with respect to
[NAME OF COMPANY/PARTY] with respect to any such taxes has been filed or
entered into with any taxing authority.
[NAME OF COMPANY/PARTY] has duly and timely paid all taxes that
have become due. [NAME OF COMPANY/PARTY] has duly and timely withheld
or collected, and , to the extent required, remitted to the appropriate taxing
authority, all taxes required to be withheld or collected.
[NAME OF COMPANY/PARTY] has not received any notice of any audits
and there currently are no pending audits by any taxing authority.
Insurance
[NAME OF COMPANY/PARTY] has in place all material policies of
insurance ordinarily secured in the normal course of business, in accordance
with current industry practice and which are in compliance with all legal
requirements. Such policies are in full force and effect, and current with
respect to premium payments. [NAME OF COMPANY/PARTY] has complied in
all material respects with the terms and conditions of the policies.
Compliance with Applicable Law
[NAME OF COMPANY/PARTY] is in compliance with all applicable laws, rules,
regulations and judgements.
Outstanding Claims and Liabilities
[NAME OF COMPANY/PARTY] does not have any outstanding claims, liabilities,
indebtedness or obligations, current or contingent, that may, singly or as a hole have a
material adverse effect on [NAME OF COMPANY/PARTY].
Permits
[NAME OF COMPANY/PARTY] has all requisite permits, licenses and
governmental authorizations necessary for carrying on of its business as currently
conducted, all of which are in full force and effect.
Equipment

All equipment material to the operations of [NAME OF COMPANY/PARTY] is in


good operating condition and repair.
Trademarks and Patents
[NAME OF COMPANY/PARTY], as of the date hereof, possesses all necessary
trademarks, trade names, copyrights, patents, patent rights, and licenses necessary to
conduct its business as now operated.

Required Approvals
[NAME OF COMPANY/PARTY] represents and warrants that no authorization,
consent, approval or other action by any governmental authority or regulatory body or
any other third party is required for the due execution, delivery and performance of
this Agreement.
Financial Statements
Party A represents and warrants that it has heretofore furnished to Party B a
consolidated balance sheet of Party A and its Subsidiaries of _____________ and the
related consolidated statement of operations, shareholders equity and cash glows of
Party A and its Subsidiaries for the fiscal year ended on said date, with the opinion
thereon (in the case of said consolidated balance sheet and statements) of [Name of
Auditor]. All such financial statements are complete and correct and fairly present the
consolidated financial condition of Party A and its Subsidiaries as at said date and the
consolidated results of their operations for the fiscal year ended on said date, all in
accordance with Philippine GAAP. There has been no Material Adverse Change since
______________. Notwithstanding the foregoing, any subsequent change it the foregoing
financial statements that may be required by Philippine GAAP but which does not
reflect a material adverse change or a self, render the representation and warranty set
forth in this paragraph incorrect with respect to any remaking of representations and
warranties.
Accuracy of Information
No information, exhibit or report furnished by Party A to Party B in connection
with the execution of this Agreement contained any untrue statement of material fact
or, to the best of Party As knowledge, omitted to state a material fact necessary to
make the statements made therein taken as a whole, in each case in the light of the
circumstances under and the time at which they were made, not misleading.

Labor Matters
Except as set forth in [Schedule___] or in any notice furnished to Party B at or
prior to the respective times the representations and warranties set forth herein are
made or deemed to be made hereunder, Party A has experienced no strikes, labor
disputes, slowdowns or work stoppage due to labor disagreements which have had, or
would reasonably be expected to have, a Materially Adverse Effect, and, to the best
knowledge of Party A, there are no such Party B. The hours worked and payment made
to employees of Party B have not been in violation in any material respect of any
applicable labor and social legislation or any other applicable law dealing claim may be
mad against Party B, on account of wages and employee health and welfare insurance
and other benefits have been paid or accrued as liabilities on the books of Party B
where the failure to pay or accrue such liabilities would reasonably be expected to
have a Materially Adverse Effect.

NON-COMPETITION
(Employee)
Employee covenants and agrees that, commencing on ___________, and
thereafter during the term of this Agreement and without the written consent
of the Board of Directors of the Company, he will not give render services as an
employee or consultant or any other business organization, a substantial
portion of the business of which is the same as, related to, or complementary
to the business of the Company or its affiliates or subsidiaries, provided,
however, that Employee may invest in securities of any company which is listed
on a public exchange. Employee also covenants and agrees that for one ( 1)
year(s) following termination of this Agreement (unless such termination is
involuntary and effected by the Company without cause), he will not in any
manner personally solicit or cause to be solicited in competition with the
Company or its affiliates or subsidiaries any persons or companies who were or
are employees, customers or reasonably firm prospective customers of the
Company or such affiliates or subsidiaries during the term of this Agreement.
Employee hereby agrees to these restrictions in recognition that the imposition
of such restrictions may be essential to the success of the Company and the
livelihood of the Employees associates.