CONSULTANCY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement, made and executed this ____ day of ________ 2020 by and
between:

__________________, a cooperative formed and organized under

Philippine law, with office address at _______________, duly
represented by its ________________, as evidenced by Board
Resolution dated _____, (attached hereto as Annex “A”) and
hereinafter referred to as the "COMPANY";

-and-

____________________, Filipino, with residence at __________,

hereinafter referred to as the "CONSULTANT".

WITNESSETH;

WHEREAS, the COMPANY desires to engage the CONSULTANT to

provide services and the CONSULTANT is willing to provide such services to the
COMPANY.

NOW, THEREFORE, the Parties hereby agree as follows:

Section 1.
ACTIVITY DESCRIPTION

This Agreement covers the engagement of a Consultant under consultancy

basis to perform administrative investigations, drafting and editing pleadings and
other correspondence for the COMPANY.

Section 2.
EFFECTIVITY PERIOD OF THE CONTRACT

(a) Commencement This Agreement shall commence on November 1, 2020

and shall remain in effect for a period of _________________ unless
sooner terminated based on the provisions of next paragraph.

(b)Termination. Parties may terminate this Agreement, without cause and

without liability, by giving thirty (30) calendar days written notice of
such termination to the other Party.

(c) Periodic Evaluation. For the duration of this Agreement, the

COMPANY may conduct periodic evaluation of the CONSULTANT’s
performance, services delivered and output and to terminate this
Agreement due to breach of contract, breach of trust, loss of confidence,
unsatisfactory performance and/or other reasons detrimental to the
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interest of the COMPANY.

Section 3.
OBLIGATION OF THE PARTIES

(a) Responsibilities of the Company. The Company shall pay the

CONSULTANT a monthly professional fee of TWENTY FIVE
THOSUAND PESOS (Php25,000.00) only for the duration of the
contract subject to mandatory withholding tax, which shall be released at
the end of each month upon submission of a monthly report according to
the agreed schedule.

(b)Responsibilities of the Consultant. The COMPANY hereby engages the

CONSULTANT to provide and perform the following:

1. Administrative Investigations
1.1. Assist in the conduct of administrative investigations

2. Drafting and Editing/Proof-reading

2.1 Drafting pleadings, contracts, affidavits, opinions,
memoranda, legal notices and correspondences
2.2 Editing and proof-reading of pleadings and other written
matters as requested

3. Administrative Matters
3.1 Consolidate data and prepare reports as assigned by the
Office of the General Legal Counsel

4. Other matters as assigned by the Office of the General Legal

Counsel

Section 4.
TERMS OF PAYMENT

The professional fee of the CONSULTANT shall be processed and released

only every month upon completion and submission of the accomplishment report
(with applicable supporting documents).

Section 5.
OWNERSHIP OF OUTPUTS

(a) Work product. In this Agreement the term ‘Work Product” shall mean
all product generated by CONSULTANT in the performance of her
Services including, but not limited to, any and all information, drafts,
notes, material, file or any record whatsoever used by the
CONSULTANT and related to the services rendered.
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(b) Ownership. The CONSULTANT agrees to assign and hereby assign to

the COMPANY all right, title and interest whatsoever to the Work
Product. All Work Product shall be the sole and exclusive property of
THE COMPANY and the CONSULTANT waives any claim of right or
title thereto which may be asserted against THE COMPANY.

(c) License. The CONSULTANT shall grant to, and the COMPANY is
hereby granted, a world-wide, royalty-free, perpetual, irrevocable license
to exploit any Work Product or any incorporation thereof in any manner
that the COMPANY may deem appropriate. The CONSULTANT
warrants that it shall not knowingly incorporate into any Work Product
any material that would infringe any intellectual property rights of any
third party. In the event of claims of infringement against services
performed or work submitted by the CONSULTANT, the latter shall
indemnify and hold the COMPANY free and harmless against such
claims, suits, action or award.

Section 6.
CONFIDENTIAL INFORMATION

(a) Non-Disclosure and Non-Use. Unless otherwise agreed in advance and

in writing by the COMPANY, the CONSULTANT will not, except as
required by law or court order, use or disclose to any third party
confidential information for any purpose whatsoever other than the
performance of the Services. Confidential Information shall mean the
Work Product and any and all information relating to the COMPANY’s
business including, but not limited to, information, drafts, notes, material,
file or any record whatsoever involving the COMPANY, its officers,
members, representatives, agents, employees, associates and assigns or
their transactions. This Agreement or contents hereof shall be considered
confidential information which will not be disclosed to any third party
except when may be required by law.

(b)Return of Confidential Information. Upon the termination of this

Agreement for any reason, or upon the COMPANY’s earlier request, the
CONSULTANT will deliver to the COMPANY all of its property or
confidential information in tangible form that the CONSULTANT may
have in its possession or control. All similar information in electronic
form will be destroyed/erased by the CONSULTANT immediately upon
the request of THE COMPANY.

Section 7.
INDEPENDENT CONTRACTOR STATUS
AND CONTRACT PROHIBITIONS

(a) Non-Competition. During the term of this Agreement and five (5) years
thereafter, the CONSULTANT will not engage or accept
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employment/consultancy services in any business which is, directly or

indirectly, competitive with the business activities of the COMPANY.

(b)Independent Contractor. The CONSULTANT agrees that all Services

will be rendered as an independent contractor and that this Agreement
does not create an employer-employee relationship between the
CONSULTANT and the COMPANY. The CONSULTANT agrees that
she is not entitled to any employee benefits. This Agreement does not
authorize the CONSULTANT to act for the COMPANY as its agent or
representative or to communicate or make commitments to any third
party on behalf of the COMPANY or its officers, members,
representatives, agents, employees, associates and assigns.

(c) Prohibition against Subcontracting. The CONSULTANT shall

perform all Services personally and shall not assign, transfer, delegate or
subcontract any work or portions thereof to any third party without the
written approval of the COMPANY. Nothing in this Agreement shall
prevent the assignment by the COMPANY of this Agreement or any
right, duty or obligation hereunder to any third party.

Section 8.
MISCELANEOUS

(a) Notices. Any notice or other communication required or desired to be

given to any Party under this Agreement shall be delivered in writing to
the address indicated below and shall be deemed given: (a) if delivered
by hand, upon delivery; (b) if sent by facsimile machine transmission, at
the time of transmission, subject to its having in fact been received in
legible form; (c) if sent by e-mail, on the second business day after
sending, subject to its having in fact been received by the addressee; or
(d) if sent by mail, on the ___ business day after the posting thereof.

A. ___________________________

Mailing Address: ATTN: ______________________________

______________________________________

Fax Number:
Email Address:

B. ___________________________

Mailing Address: ATTN: ______________________________

______________________________________

Fax Number:
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Email Address:

(b)Alternative Dispute Resolution. Any dispute, controversy or claim

which may arise out of or in connection with this Agreement, or the
breach, termination or invalidity thereof, shall be resolved by negotiation
and consultation by the Parties in good faith, which shall be deemed to
commence on the date that a Party sends to the other Party a written
notice of a dispute.
Any dispute not resolved within a period of sixty (60) days from
the date of the sending of the written notice of such dispute, or in the
event that a dispute arises from, or in connection with such dispute shall
be exclusively resolved by arbitration in accordance with the provisions
stated in the succeeding provisions.
 
Any dispute not resolved through the procedure herein set forth
shall be referred to, and finally settled by, binding arbitration in
accordance with the Arbitration Rules of the Philippine Dispute
Resolution Center, Inc. then in effect, and the details in respect of the
conduct of such arbitration shall be as follows:
 
(i) The number of arbitrators shall be three (3);
(ii) The Parties shall each appoint one (1) arbitrator and the two (2)
appointed arbitrators shall appoint the third (3rd) arbitrator, who shall be
the Chairperson;
(iii) The place of arbitration shall be Metro Manila, Philippines;
and,
(iv) The language to be used in the arbitration proceedings shall be
English.
 
Any award of the arbitrator(s) shall be final and binding and not
subject to appeal.
The arbitral tribunal shall have the authority to award any remedy
or relief proposed by the claimant(s) or respondent(s) pursuant to this
Agreement, including without limitation, a declaratory judgment,
specific performance of any obligation created under this Agreement or
the issuance of an injunction.

(c) Governing Law. All questions concerning the validity or meaning of this
Agreement or relating to the rights and obligations of the Parties with
respect to performance under this Agreement shall be construed and
resolved under the laws of the Philippines.

(d)Severability . The intention of the Parties is to comply fully with all

laws, and this Agreement shall be construed consistently with all laws to
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the extent possible. If and to the extent that the arbitral tribunal
determines that it is impossible to construe any provision of this
Agreement consistently with any law and consequently holds that
provision to be invalid, such holding shall in no way affect the validity of
the other provisions of this Agreement, which shall remain in full force
and effect.

(e) Non-waiver. No failure by either Party to insist upon strict compliance

with any term of this Agreement, to exercise any option, to enforce any
right, or to seek any remedy upon any default of the other Party shall
affect, or constitute a waiver of, the first Party’s right to insist upon strict
compliance, to exercise that option, to enforce that right, or to seek that
remedy with respect to that default or any prior, contemporaneous, or
subsequent default. No custom or practice of the Parties at variance with
any provision of this Agreement shall affect, or constitute a waiver of,
that Party’s right to demand strict compliance with all provisions of this
Agreement.

(f) Force Majeure. If the performance of any part of this Agreement by

either Party shall be affected for any length of time by fire or other
casualty, government restrictions, war, riots, strikes or labor disputes,
lock out, transportation delays, acts of God, or any other causes which
are beyond the control of the Parties, such Party shall not be responsible
for delay or failure of performance of this Agreement for such length of
time, provided, however, that the obligation of one Party to pay amounts
due to any other Party shall not be subject to the provisions of this
section.

(g) Complete Agreement. This Agreement contains the entire agreement

between the Parties and supersedes all prior or contemporaneous
discussions, negotiations, representations, warranties, or agreements
relating to the subject matter of this Agreement. No changes to this
Agreement shall be made or be binding on either Party unless made in
writing and signed by both Parties.

    

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

signed as of ___________________________.

SIGNED IN THE PRESENCE OF:

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______________________ ______________________

ACKNOWLEDGMENT

Republic of the Philippines)

) S.S.

Personally appeared before me in ______________________, Philippines,

this ___________ day of _______________________, 2018.

Name Government- Date/Place Issued

issued ID

who have satisfactorily proven to me their identities through the above

identifications, that they are the same persons who executed and voluntarily signed
the foregoing agreement which they acknowledged before me as their free and
voluntary act and deed, as well as those of the entities herein represented.

The foregoing agreement consisting of _____ (____) pages including the

page on which this acknowledgment is written, has been signed on the left margin
of each and every page by the parties and the witnesses.

WITNESS MY HAND AND SEAL, this _______ day of

_______________ in _________________________________.

Doc No. _________;

Page No. ________;
Book No. ________;
Series of 2018.