TOLL PROCESSING CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This instrument is made and entered into this ______________, in ___________________ by and among:

__________________________________________. a Corporation duly organized

and existing under the laws of the Philippines with elite address at
__________________________________ represented in this act by its
_________________, ____________________, hereinafter referred to as the
"FIRST PARTY”

-AND-

__________________________________________. a Corporation duly organized

and existing under the laws of the Republic of the Philippines with principal business
address at ______________________________, Philippines, herein represented in
this instance by its ______________, ______________________, hereinafter
referred to as the "SECOND PARTY”

WITNESSETH: THAT

WHEREAS, the FIRST PARTY is engaged in the business of providing toll processing services
and leasing processing area.

WHEREAS, the SECOND PARTY is in need of the necessary production facility technical
expertise, manpower and equipment which the FIRST PARTY has agreed to provide.

WHEREAS, the FIRST PARTY has offered its services as a toll processor to the SECOND
PARTY, for which the latter accepted.

NOW THEREFORE, for and in consideration of the above premises, the FIRST PARTY and
the SECOND PARTY have agreed to the following:

1. Terms of Contract. The term of this contract shall be for a period minimum of ____ (_) months
to a maximum of _________ (_) years not exceeding, commencing on ____________ and ending
on __________________ renewable upon the written agreement of both parties.

2. Pre-termination of Contract. Pre-termination of this contract is given at the option of both

parties on a prior written notice of 90 days, should it be the SECOND PARTY who exercise its
right to pre-terminate this contract the SECOND PARTY shall not be liable for any pre-
termination fee.

3. The Undertaking. The FIRST PARTY shall process the frozen meat and other meat raw
material of the SECOND PARTY and shall provide the necessary production SKILLED
MANPOWER equipment packaging materials and all the facility requirements for processing
operations which include but not limited to handling, sorting, thawing and cutting.

The FIRST PARTY shall take all the necessary precautions for the safety of its employees and
worker on the work, and comply with all applicable provisions of city, municipal and national
safety and building codes and all government rules and regulations, to prevent injury to persons
on about or adjacent to the premises where work is being performed.

The SECOND PARTY shall not be responsible for the death of disease contracted, or injury
received by the FIRST PARTY or any of its employee or laborers, for the FIRST PARTY's
plan or materials, for any damage done by or to them from any source or cause; and damages
caused by the FIRST PARTY.

The FIRST PARTY shall indemnify and save harmless SECOND PARTY and all his
assigned/hired firms from and against all losses and claims, demands, payments, suits, actions,
 recoveries, and judgment of every nature and description brought or recover against it, by agents
or employees, in the execution of the work or the guarding of it.

Claims for payments and repairs or damages shall be settled by the FIRST PARTY at its own
expense and to the satisfaction of SECOND PARTY

4. Internal Temperature of Products. The FIRST PARTY shall keep the internal temperature of
all meat products below ____________________ at any point in the production line by keeping
room temperature under ________________. Failure to maintain the said temperature by the
FIRST PARTY is a ground for termination of the contract.

5. Product Standards. The SECOND PARTY shall endorse the product quality and specifications
as set by their Standard Specification. Consequently, the FIRST PARTY shall NOT shoulder all
costs arising from a rejection traceable to the raw material of the SECOND PARTY

6. Toll Fees. The SECOND PARTY shall pay the FIRST PARTY for its processing services
according to the following scheme and subject for review every 3 months for inflationary
increases:
OTHER PRODUCT SERVICES
All rates above are subject to 12% VAT. All other side activities will be free of charge. No other
charges shall be recognized unless duly quoted and documented by the FIRST PARTY and
agreed upon by the SECOND PARTY. Increases in rates due to significant changes in minimum
labor wage, power rates, and the Peso-Dollar exchange rate, shall be subject to discussion and
agreement of both parties.

7. Payment Terms. The FIRST PARTY shall bill the SECOND PARTY monthly for services
rendered. The SECOND PARTY shall pay in check Fifteen (15) days after billing date.

8. By-products. The SECOND PARTY shall shoulder freight transfer & storage costs of By-
Products as the need arises. The FIRST PARTY has the right of first refusal to purchase the By-
Products.
9. Floor Supervision. The FIRST PARTY will be responsible to supervise the assigned personnel
by the SECOND PARTY AND may recommend termination for unruly behavior shown by the
SECOND PARTY's people in the production floor. Nonetheless, the SECOND PARTY
reverses the right to place its own Supervisors and QA Inspectors to oversee and spot check
processing operations in the interest of adhering to good manufacturing practices and product
quality standards and treat each of the information seen on the production floor with utmost
confidentiality.

10. Recovery Rates. The FIRST PARTY is accountable to recovery rates set by the SECOND
PARTY for each of the products undergoing processing Recovery rate is defined as the
percentage of the output weight as against the put weight. The FIRST PARTY shall target the
agreed to recovery/yields and will shoulder incremental costs computed and agreed upon by both
parties arising from its failure to achieve minimum recovery rites

11. Policies. The FIRST PARTY shall comply with all policies set by the SECOND PARTY in
ensuring process effectiveness and efficiency, product quality, and overall business conduct of
both parties

12. Compliance with the Laws. The SECOND PARTY shall comply with any and all laws.
ordinances, regulations, orders, promulgated by proper government authorized arising from or
regarding the use and sanitation of the processing areas, and non-compliance herewith shall be at
the exclusive risk and expense of the FIRST PARTY.

13. Competitors. The SECOND PARTY shall not invite other company directly involved with the
SECOND PARTY's business that is not associated with the product and others not directly
involved with meal processing.
14. Legal Actions. All legal actions arising from breach of any of the terms and conditions of this
contract shall be brought to the proper courts of ___________________.

15. The SECOND PARTY shall be liable to the finished product and materials with regards to the
safeguard of its quality and contaminant found in the product or material that the FIRST PARTY
is not for any reason be charged of any cost of damages and quality problems.

16. In cases of delayed production traceable to toll processors which resulted to delayed delivery, the
FIRST PARTY will inform the SECOND PARTY within 3 hours as soon as delay happens and
SECOND PARTY will accept reason as long as it is proven rightful and just without any
additional cost be charged and shouldered by the FIRST PARTY.

17. The FIRST PARTY will allow use of telephone lines in the office.

18. The FIRST PARTY will be liable to the production quality problems at the cost computed by the
SECOND PARTY

19. Repacking will be free of charge if there are some quality problems that arises traceable to the
FIRST PARTY.

20. No use of ice will be done in the product. I SECOND PARTY requires the FIRST PARTY to
provide ice, the ice will be charged at the cost of Php _________/kg or based on market price of
ice.

21. Both PARTIES agree to maintain the terms of this CONTRACT and of the PROJECT strictly
confidential. As such, FIRST PARTY and the SECOND PARTY agree not to disclose or
communicate to unrelated third-parties, in any manner, form or communication, any and all
information relating to the terms of this CONTRACT. Likewise, should any party violate this
provision, the said party shall be liable to the other for any and all consequential damages the
offended party may suffer as a result of its violation. As such, the Parties signed a Non-
Disclosure Agreement wherein the terms of which are incorporated in this CONTRACT.

22. In the event of a failure of any provisions under this CONTRACT and if it becomes necessary for
either party to undertake legal action against the other on account thereof, then the prevailing
party shall be entitled to reasonable attorney's fees in addition to costs and necessary
disbursements.

23. Should the FIRST PARTY be confirmed insolvent, or should it make a general assignment for
the benefit of its creditors, or should a receiver be appointed account of its insolvency or it
persistently or repeatedly refuse, or it should fail, except in cases for which extension of time is
provided to supply sufficient number of skilled workers or appropriate materials, or should it fail
to make prompt payments to suppliers for materials procured and services rendered for the Toll
Processing, or should it fail to pay salaries and or wages of its workers, or should it persistently
neglect laws, ordinances or should the FIRST PARTY be guilty of violation of any provision of
this contract. SECOND PARTY may, without prejudice to any other right or remedy and after
giving the FIRST PARTY and his surety if any, seven (7) days written notice, terminate the
CONTRACT. In such case, the FIRST PARTY shall not be entitled to receive further payment.
Should the expenses suffered, including compensation for additional managerial and
administrative services, the FIRST PARTY hereby binds itself to pay the difference to
SECOND PARTY within seven (7) days from receipt of notice thereof.

IN WITNESS WHEREOF we have hereunto affixed our signatures this _________________ at

________________,

FIRST PARTY SECOND PARTY

__________________________________ __________________________________

SIGNED IN THE PRESENCE OF:

 _____________________________ _____________________________

ACKNOWLEDGEMENT

Republic of the Philippines)

)S.S

Before me a Notary Public in and for ________________, this _________________. Personally appeared
the following persons and who presented to me the following identification documents:
NAME IDENTIFICATION EXPIRATION DATE
DOCUMENT

Known to me and to me known to be the same persons who executed the foregoing instrument and
acknowledged to me that the same is their free and voluntary act and deed.
This instrument consisting of 5page/s, including the page on which this acknowledgment is written, has
been signed on each and evert page thereof by the concerned parties and their witnesses, and sealed with
my notarial seal.

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

Do. No. ______

Page No. ______
Book No. ______
Series of 2020.