HAULING CONTRACT AGREEMENT

This Engagement of Services Agreement made and entered into this _th day of
________ in _________ and between:

JY TRANPSORT SERVICES INC., a SEC registered business under existing laws of

the Philippines, with principal office address at K-Pointe Arcade Building T.M Kalaw
Street Balintawak Lipa City, Batangas represented herein by (representative) Mr.
Endrick L. Clemente, as General Manager, hereinafter referred to as the “FIRST
PARTY”.

-and-

_______________________________, a duly registered business under existing laws

of the Philippines; with the principal office address at
____________________________ hereinafter referred to as the “SECOND PARTY”.

WITNESSETH:

WHEREAS, the FIRST PARTY has an existing Hauling Contract at a mining company,
located at _______________________________and to fulfil the provision of the
Contract, FIRST PARTY desires to lease DUMP TRUCKS from the SECOND PARTY:

WHEREAS, the SECOND PARTY being a dump truck owner and likewise consolidate
of owners of several units of dump trucks, has accepted the offer of the FIRST PARTY
and willing to undertake the hauling of soil and other related materials required by the
FIRST PARTY.

NOW THEREFORE, for and in consideration of the above premises, ALL PARTIES
hereto have mutually agreed and bind themselves into a HAULING and LOADING
CONTRACT and Equipment Rental subject to the following terms and conditions:

ARTICLE II: SCOPE OF WORK

A. HAULING DETAILS

Item : HAULING
Equipment : Dump truck
Project site :
Dump site :
Approximately Distance :
Trips per day : -required trip per day
Work Operations : Daily 24hrs (days per Month)
Hauling Distance : kms (the corresponding distance per destination
b shall be determined)
Load per Trip : cubic meters (Maximum)
Required Trips : 2 Trip(s)
Diesel : Free
Preventive Maintenance : Free
Meals : Free

A. PAYMENT DETAILS
The first party shall pay the second party (owner/provider) the following fees and
payment (Lease Rate) under the terms and conditions:
B. GENERAL PROVISIONS:

a. CONTRACT DURATION. This Contract Shall Be Effective and Enforce

For A Minimum of One (1) Mining Year and an Extension of Three (3)
Years or Renewable For Three (3) Mining Years.

b. MODE OF PAYMENT. The SECOND PARTY shall submit the previous

month’s billing every second week of the current month and the FIRST
PARTY shall pay to the SECOND PARTY at the 15th and 30th day of the
same current month.

c. In the case when payment is based on an hourly use charge or volume

throughput,

d. The PARTIES shall agree on methods how to verify the accuracy and
truthfulness of the volume of (product) product delivered and cubic meter
used of the relevant equipment.

e. EQUIPMENT. The SECOND PARTY hereby manifests that it has in its

possession a minimum of Fifty (50) units of dump trucks in good running
condition (85%) and ready for processing and immediate deployment
within two (2) weeks from execution of this Agreement. As such, the
SECOND PARTY shall submit photocopies of the following Plate Number,
OR/CR, Driver’s License and Photo of the unit.

f. SAFETY & PERFORMANCE INSPECTION. The Dump Truck Units of the

SECOND PARTY shall be put into operations after appropriate safety and
performance inspection has been completed.

g. OPERATION & PAYMENT. Each truck units is expected to maximize

hauling operations with minimum load of ___cu.m. and mai=ximum load of
___cu.m. making at least two (2) trips per day. The FIRST PARTY shall
pay the SECOND PARTY pro rate in accordance with the total number of
trips made during the inclusive days of operation:

h. ORIENTATION SEMINAR: All the truck drivers and helpers of the

SECOND PARTY are required to undergo orientation seminar to be
conducted by the contractor.

i. RESPONSIBILITIES & LIABILITIES. The SECOND PARTY shall bear

responsibilities in relation to the hauling and transfer of materials from
quarry site to dump site damages arising from incidents and accidents,
including third party liabilities being the owner of the dump trucks.

j. BARRACKS . The FIRST PARTY shall provides a free barracks to the

drivers and helpers of the SECOND PARTY;

k. REPLACMENT OF DRIVERS. In the event of temporary operational

stoppage due to breakdown of unit or absence of driver due to health
reasons. The SECOND PARTY, shall immediately inform the FIRST
PARTY of the same and the former shall task to provide a replacement
unit or temporary driver within 48 hours from stoppage;
 l. EMPLOYER-EMPLOEE RELATIONSHIP. The obligation of the FIRST
PARTY to the SECOND PARTY is limited to what is explicit stipulated in
this contract hence it is understood that there exists no employer-
employee relationship between parties and between FIRST PARTY and
the drivers, helpers and other personnel of the SECOND PARTY assigned
to different task on sites.

m. DAMAGES. By virtue of the preceding stipulation, the SECOND PARTY

is solely liable and therefore free the FIRST PARTY, from damages
caused by its drivers, helpers and other personnel due to reckless
imprudence and/or negligence in the performance of their respective
duties:

n. FORTUITOUS EVENTS.

C. Dump Truck Fee Rate

The FIRST PARTY shall pay a fixed, flat lease or rental rate of “Rental Amount”
(PHP_______) per dump truck unit per month for the entire term and duration of this
contract. This payment will be enforced as a fixed off-take agreement and, thus, is
applicable whether any or all of the units covered under this contract are dispatched for
service or not once such units have been leased to the FIRST PARTY.

In addition, the FIRST PARTY are obligated to provide for the salaries of the dump truck
operator or driver staff and their respective attendants including the provision of a
regular motor pool staff dedicated to the servicing of the same units under their account.

In addition, the driver and helper shall be paid with the total amount of (Php 30,000.00)
to the account of the SECOND PARTY.

A. EQUIPMENT REQUIREMENTS
SECOND PARTY shall provide DUMP TRUCK for this project: details shall be
attached/annexed to this contract.

SECOND PARTY guarantees that all dump truck units are in good running condition,
duly registered with the government and ready for operation and shall conform to the
following requirements:
: All trucks must have a minimum of 100% mechanical effectivity at the start of
the lease agreement.
: All trucks must pass a 100 working days contestability period.
: All trucks must have 100% brake system effectivity.
: All trucks shall have a 100% electrical, turn lighting, and horn effectivity.
: All trucks shall have updated insurance and LTO registration, photo copies of
such documents shall be submitted to FIRST PARTY for inspection, validation, and
reference.
: All trucks shall have a spare tire, a lifting jack, tire wrench, early warning device,
fire extinguisher, tow bar or tow cable.
: All truck units shall have tarpaulin cover and troubleshooting tools.

The FIRST PARTY has the sole and exclusive right to reject, upon inspection, dump
truck units in its yard that is not in good working/running condition. A defective dump
truck is defined as a dump truck with a utilization rate of less than ninety (90%) percent
based on the report submitted by the personnel of the SECOND PARTY.

Pull-Out of any or all of the dump truck units without valid reasons prior to the
termination of this agreement are not allowed. Voluntary Pull-Out of any or all of the
dump truck units prior to the termination of the period of this agreement with valid
reason is allowed under the following conditions:
- Valid Reason is acceptable by all Parties
- Advance written notice is submitted to FIRST PARTY 60-days prior to Pull-
Out
- All Advances and payables shall be or have been properly and fully
liquidated.

C. OBLIGATION OF ALL PARTIES

FIRST PARTY shall:

1. Ensure the safety and security of all employees and personnel of the SECOND
PARTY, including all its equipment within the working premises and barracks
location and further guarantee immediate support/assistance in case of any
problem that arise among employees and personnel as well as third party within
working premises.
2. Provide areas for hauling and barracks with complete water and electricity
facilities.
3. Pay for the salaries, fees, and social benefits of the employees operating the
pieces of equipment leased from the SECOND PARTY including drivers,
operators, helpers, and attendants and shall ensure that they follow strict
compliance with the Mine Operator’s rules and regulations at, in, and around the
Mine Site, laydown areas, stockpile areas and their respective local environment
in relation to sanitation, people movement, indigenous people customs and
traditions, and the customary proper conduct.
4. Responsible for hauling passes and the repair and the performance of preventive
maintenance (PMO and O&M) for the units shall be by the FIRST PARTY. Major
engine and / or dump box system overhaul and / or replacement are to the
account of the SECOND PARTY.
5. Provide and supply FUEL/DIESEL by the FIRST PARTY.
6. The FIRST PARTY shall maintain the loading area free from congestion, and put
in place an efficient loading system designed to avoid congestion of any and all
of the working area.
7. The SECOND PARTY shall not be liable for losses to the FIRST PARTY due to
congestion, and it shall have the right to recoup any hauling losses it might incur
due to congestion at the loading area.

SECOND PARTY shall:

1. Warrant that they are the lawful owner or they have the legal authority to extend
for lease the dump trucks units and / or accept hauling /loading services in
accordance with this agreement and warrant that it has the capacity for
immediate deployment the same upon receipt of the Notice of Deployment or
Rendition of Service. Deployment shall be scheduled accordingly and shall be
stipulated in the Notice of Deployment or Rendition of Services and it shall form
part of this Agreement.
2. Provide for the necessary staffing or personnel necessary for the proper and full
operations of the leased pieces of equipment. The personnel will include
operators, drivers, helpers, attendants and any other personnel working with the
SECOND PARTY and shall ensure that they follow strict compliance on Mine
 Operator’s rules and regulations at, in, and around the Mine Site, laydown areas,
stockpile areas and their respective local environment in relation to sanitation,
people movement, indigenous people customs and tradition and the customary
proper conduct.
3. Provide assistance and operating protocol compliance including control,
discretion and supervision over all personnel provided in the performance of
each obligation under this contract and warranty that they are all of legal age and
have the capacity to work.
4. Ensure that all its drivers and helpers are of good moral character, without
existing legal cases and holders of valid/un-expired driver’s license with correct
restriction codes.

D. OTHER PROVISIONS

1. ALL PARTIES agree that all documents relating to this transaction shall carry the
codes of this agreement and said codes shall not change for the duration of this
agreement, including rollovers, extensions, and additions, shall be effective
immediately upon signing of ALL PARTIES and shall remain effective for ONE
(1) YEAR from the date of signing. This agreement shall remain in full force until
completion of the transactions and shall be binding upon associated parties
involved in the transactions that are the subject matter of this agreement.
2. ALL PARTIES confirm that all is fully empowered legally qualified and duly
authorized to execute and deliver this agreement and to be bound by its terms
and conditions. All the documents and presentations under this agreement are
made with full legal and corporate responsibility.
3. The parties recognize the unique services rendered by their respective
representatives and agree that each shall be responsible for the parties’
commissions and fees that have been agreed in writing, and indemnify and hold
harmless the other parties against any claim demand or expenses, however
arising there from.
4. ALL PARTIES to this agreement agree to be individually and separately liable
and responsible for their respective liabilities and other obligations resulting from
taxes, imposts, cost and expenses and the like, paid or to be paid, unless
otherwise provided in this agreement. Parties are neither responsible nor liable
to each other or to any other third party responsible for their individual
institutional costs.
5. This agreement shall be kept confidential, and is not to be reproduced in any
manner whatever except on a need to know basis. Further, this agreement and
related information shall be given or shown only to the persons or entities directly
involved with the closing of this transaction. Any details of this agreement shall
not, in any way, be disclosed to personnel, drivers and workers of ALL
PARTIES.

6. NON-DISCLOSURE: ALL PARTIES hereby agree to keep the names of any

corporations, individuals, introduced by any of the parties or their affiliates
CONFIDENTIAL. Such identity shall remain confidential during the applicable
transactions and during the term of this contract, and shall include without
limitation any telephone of telefax numbers, addresses, or telex numbers, such
information is considered the property of the party, and the undersigned hereby
agree, jointly and severally, to discuss same among the parties for determination
as to what shall be discussed and what procedure to use.
7. NON-CIRCUMVENTION: All of the undersigned obligations contained in this
agreement are mutual and reciprocal. It shall be binding on the parties, their
subsidiaries, agents, brokers, divisions, associates, employees, heirs, affiliated
 companies, assigns or designees. This portion of this contract is for __________
from the date affixed above and is to be applied to any and all transactions
entered into by the undersigned, including follow-up repeat, extended or
renegotiated transaction regardless of the success of the project. The
undersigned hereby confirm that the identities of the corporations, individuals,
buyers and sellers are currently the property of the introductory party and shall
remain so for the duration of this agreement.
8. FORCE MAJEURE: No party shall be in violation of this contract when the
violation of this agreement is caused by force majeure, including, but not limited
to, Acts of God, war, civil disturbances, and theft of contract or contracts without
the intervention or assistance of the party. This contract establishes a
relationship of mutual trust and confidence, and each of the undersigned will
stand in fiduciary relationship with the others. Any agreement hereafter made
shall be ineffective to change, modify, discharge or effect an abandonment of this
agreement in whole or in part unless such agreement is in writing and is signed
by the parties whose signatures appear herein below.
9. BREACH OF AGREEMENT: Both parties agree that should any of them commit
a Both parties agree that should any of them commit a which aggrieved party has
actually suffered on account of the breach and additional compensation, as
moral/compensation damages.

The party who breaches this agreement agrees and undertakes to pay, in full and
in cash, the damages claimed by the aggrieved party within fifteen (15) days
from notice of demand. Should the aggrieved party be constrained to institute a
case in court to protect and enforce his right, the party-in-breach further agrees
and undertakes to pay the aggrieved party the cost of litigation expenses,
including the attorney’s fees, which shall not be less than 25% of the entire claim.

This hauling contract/Agreement shall be effective immediately upon siging of

BOTH PARTIES after the actual and proper inspection of all units presented, and
shall remain effective for one (1) year and renewable every year.

IN WITNESS WHEREOF, the parties herein have hereunto set their hands this ___ day of
____________ 2019, at __________, Philippines.

JY TRANSPORT AND TRUCKING SERVICES INC.,

____________________________ ___________________________
MR. ENDRICK L. CLEMENTE
General Manager Subcontractor

SIGNED IN THE PRESENCE OF:

___________________________ __________________________

Republic of the Philippines )

__________________ ) S.S.

ACKNOWLEDGMENT
 BEFORE ME, Notary Public for and in __________ on ____ day of _____________________
personally appeared:

Known to me and to me known to be the same persons who executed the foregoing Instrument
and they acknowledged to me that the same is their true and voluntary act and deed, as well as those of
the corporations they represent.

The Instrument consists of ____ (__) pages including this page where the Acknowledgment is
written, and signed by the parties and their instrumental witnesses on each and every page hereof.

WITNESS MY HAND AND SEAL.

Notary Public

Doc. No. _______ ;

Page No. _______ ;
Book No. _______ ;
Series of 2019.