MEMORANDUM OF UNDERSTANDING

MEMORANDUM OF UNDERSTANDING
(DRAFT only)
Original EDITION
Revision No. : 00 Date : 00
BY and BETWEEN
CONDE BUILD ENTERPRISE And
Hereinafter known, and referred to, as
The First Partner The Second Partner

And collectively known, and referred to, as
The Partners
With Business Address at
9010 Lakeview Compound

francisco de castro G.M.A Cavite
And represented, and signed, by
___________________ _________________________
Xxxxx Y. Zzzzzzz Xxxx Y. Zzzzz
Chairman Emeritus President / CEO
& Project Manager
And comes into force and effect on
Date : _____________________
Memorandum of Understanding : CONDEBUILD Ent. Page 1
** Table of Contents **
Article Title Page
** Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . .... 1
1 Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2 Preamble . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3 The Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4 Oversight . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5 Validity & Duration . . . . . . . . . . . . . . . . . . . . . 6
6 Statement of Principles . . . . . . . . . . . . . . . . . 6
7 Collaboration and Cooperation . . . . . . . . . . 6
8 Responsibilities . . . . . . . . . . . . . . . . . . . . . . 8
9 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . 9
10 Communication and Coordination . . . . . . . 10
11 Sundry Provisions . . . . . . . . . . . . . . . . . . . . 10
12 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 12
13 Annexures . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

Article - 1 :
Purpose
The Declared and Stated Purpose of this Memorandum of Understanding is

to provide for a Framework, Mechanism and Platform, from which all ideas
and actions will originate and take-off , toward the execution of a Specific
Project that will be jointly undertaken by The Partners, referenced Page-1 =
Cover Page, and Article - 3.
Article - 2 : Preamble
We, the Official Signatories of this Memorandum of Understanding,

referenced Page-1 = Cover Page, representing - - and acting for and on
behalf of - - our respective Business Organizations, imploring the aid of
God Almighty to guide, illuminate and govern our thoughts, decisions and
actions every step of the way, in a collective pursuit and joint effort to
undertake and execute Specific Project(s) that come our way, as they are
awarded to us by The Client, do hereby - - in our free will and volition - -
enter into this Memorandum of Understanding, hereinafter known and
referred to as The MoU, as Our Bond that binds us together, commencing
on the Date of Signing, and ending - - according to the Date, Terms,
Conditions and Manner in which we mutually agree to conclude this MoU,
as - - and when - - the time comes.
Memorandum of Understanding : CONDEBUILD Ent.

Page 3
Article - 3 : The Partners

CONDE BUILD ENTERPRISE and __________________________
Hereinafter referred to as
The First Partner The Second Partner
And collectively known, and referred to, as
The Partners
With Business Address at
9010 Lakeview Compound _________________________

francisco de castro G.M.A Cavite I__________________
And represented, and signed, by
___________________ ________________________
Xxxxx Y. Zzzzzz Xxxx Y. Zzzzzz
& Project Manager
And comes into force and effect on
Date : _______________

Page 4
Article - 4 : Oversight
& CONDE BUILD
Xxxxx Y. Zzzz Project ENTERPRISE
Chairman Emeritus Manager
President / CEO
and Xxxx Y.
Zzzzz
______________________
________________
Shall jointly exercise Operational and Administrative Oversight of the

Implementation - - in the field - - of this Memorandum of Understanding in
the course of the execution of the Project, on a Shoulder-to-Shoulder Mode
of Operation - - - to insure there is (an efficient, coherent, consistent,
sustained, organized, competent and demonstrated) Ground Leadership - - -
that motivates, exhorts, leads, guides, directs and controls all Project Site
Personnel that perform all given tasks, within the larger context of The
Over-all Project Mission Statement, that will bring the Project into an on-
time - - and successful - - conclusion, to the joy and delight of The Client, and
honor and pride of all Project Site Personnel.
Back inside their respective - - and individual - - offices, however, The

Overseers have complete and total jurisdiction, authority, control and
autonomy to preside over their own Organization’s Project Site Personnel:
 to insure they are focused on the timely and successful attainment of

The Over-all Project Mission Statement,
 without violation of any Safety, Quality and Environmental Policies
and Protocols of their own, and/or those of The Client’s. . . .
 all the time observing and practicing the Ideals and Principles of “ Boy
Scout Character and Team Spirit ” - - - at all activities, levels, phases
and stages of Collaborative Work at the Job Site.
Article - 5 : Validity & Duration

Page 5
This Memorandum of Understanding shall be valid for One (1) Calendar
Year, or Twelve (12) Calendar Months, equivalent to Three Hundred and
Sixty-five (365) Calendar Days - - beginning on the Date of Signing by The
Partners.
Article - 6 : Statement of Principles
The Partners shall endeavor - - they are obligated - - to:
 Execute its Role Statement in the Highest Form of Professional

Standards and Decorum - - along the Ideals and Principles of “Boy
Scout Character and Team Spirit”;
 Pull its own share of the load , within the Context of Collaborative
Undertaking, as defined in this Memorandum of Understanding;
 Render Mutual Support and Timely Assistance , as and when the

circumstance, or situation, so requires. Such Support and Assistance
can come in various shapes and forms, and / or when warranted by
reason(s), situation(s) and circumstance(s) that might arise.
A typical example is in the form of Collective Effort in maintaining

good housekeeping at The Workplace, and in minimizing impact on
the environment, while executing specific tasks necessary to get the
job done; giving other Job Site Personnel a hitch or free ride to His
Workplace as a token of friendship and goodwill; aid during adverse
weather conditions, such as typhoon, floods and other calamities.
 Maintain the Ideals and Principles of “Boy Scout Character of Team

Spirit” with Other Job Site Personnel, who are affiliated with, and
working under, another Contractor’s Payroll.
Article - 7 : Collaboration and Cooperation
The Area of Collaboration and Cooperation will be based on, and governed
by, the Minutes of Meeting = MoM, that will inevitably come out to thresh
out the Details of the Scope of Work, as per Project that will be awarded by
The Client to The Partners.

The MoM shall form part of this MoU, and shall be legally binding to each
Partner, as well.
In the formulation, definition and sub-division of the Area of Collaboration
and Cooperation, a mutually-beneficial Modality of Sharing and Sub-
division of Work shall be the Governing Principle for each Partner
Under such Principle, each Partner shall be given his just, fair and equitable
share of the Scope of Work to be executed.
Under no circumstance will either Partner be left out wanting of his

“Take Home Share of The Work”.
It must be emphasized, however - - from the very outset - - that each

Partner must honor and fulfill the responsibility that is attendant, and
inherent, with His Share of The Work.
If - - for any cause or reason - - in the course of time, either Partner is unable to
carry out = execute = some part(s) of his Share of The Work, he has every right to
invoke, or allow, the entry, and participation on the ground, of a Third Party
Entity, or Sub-contractor, to do such task(s) for and on his behalf - - - provided,
however, that Prior Consultation with the Other Partner, was made, and a written
consent and agreement was executed to that effect by both Partners.
Such Prior Consent and Agreement, in Black & White, shall be appreciated,
recognized, honored and considered by both Partners as a legal part and parcel
of this MoU, and, therefore, binding to both Partners, being a Supplementary
Document / Annexure to the Original MoU, which shall now be revised and up-
dated, to reflect its current status.
To preserve, however, the gains of both Partners, the Incapacitated Partner’s First
Option is to allow the Other Partner to exercise The (His) Privilege of First
Refusal, so as to relieve the Incapacitated Partner from such particular ordeal - -
or “Excess Load”, carry out the work on hand within the parameters of Standards
of Quality Performance - - without prejudice to the Original Form, Shape, Spirit,
Letter, Intent and Content, Terms and Conditions, of the Original MoU - - - and
preserve and maintain their unity and teamwork.

Page 7
Article - 8 :
Responsibilities of The Partners
STANDARD POLICY INSTRUCTIONS FOR ALL JOB SITE PERSONNEL

TO BE OBSERVED IN THE EXECUTION OF PROJECT
1) Observe full compliance with Client’s Safety, Health, QA / QC, Housekeeping and
Environment Policy - - besides, and in addition to, those of Individual Partner’s
Own Protocols on the same issue. Maintain proper coordination with Client’s
Project-in-Charge.
2) Observe proper = superior quality = Engineering Standards and Practices.

Maintain strict personnel discipline at Job Site - - at all times. Superior Quality
Standards and Personnel Discipline are the Rules and Culture of The Day, on a
Daily Basis.
3) Prior to commencement of work, conduct Project Site inspection to verify-check-

compare: plans, dimensions, etc. - - against actual field conditions - - and for the
necessary reconciliation efforts-steps to be undertaken for the job - - - in order to
avoid any problem associated with the Equipment, Tools & Materials to be
brought in, used and installed thereat, with regard to dimensions, clearances,
etc. - - - that will have a consequential impact on the execution of the whole
Project.
4) Insure that all materials to be used shall be subject to inspection and approval by
Client’s Project-In-Charge prior to actual use. Rejected materials shall be denied
entry at Job Site. Inspection and approval at The Source is better, wise and right.
5) All Excess, Unused and Scrap Materials brought into Job Site to execute Project,
are the Legal Property and Responsibility of The Partners, and should be taken
out prior to Final Departure from Job Site.
6) The Partners shall provide required full manpower component that are qualified
and technically competent to complete the work within the required time frame.
Manpower Schedule shall be provided, indicating the number of personnel at Job
Site - - and their qualifications relative to the Work Schedule.
7) Submit to Client’s Project-in-Charge sets of Weekly Progress Report - - complete

with pictures - - of Completed Works.

8) The Partners guarantee, with a Certificate of Limited Liability Warranty for all
Works, that their works are free from all defective workmanship, and will remain
so for a period of one (1) year from the Date of Acceptance of work.
Any defect appearing within the aforesaid period shall be remedied by The
Partners at their own account, which is part of the Work Agreement.
9) In addition to all of the above, The Partners shall observe Superior Quality
Workmanship Standards in all their tasks, and shall recognize Client’s Project
Engineering Services’ inherent right and prerogative to reject, or disapprove, any
part of, or all, works stipulated in the Contract.
10) Change Order(s) during Project execution, as and when required, necessary, or
warranted, for whatever cause or reason, shall be resolved based on Minutes of
Meeting between The Client and The Partners to address such issue, and shall be
binding to The Partners and The Client.
The Minutes of Meeting (MoM) becomes a de-facto part and parcel of the Terms &
Conditions of the Contract, and shall become the basis and Reference Point for
the issuance of a Supplementary Purchase Order to the Original Purchase Order
that The Client will issue to The Partners - - - to cover for the additional payment
attendant with, and attached to, such Change Order(s).
Article - 9 : Confidentiality, Non-disclosure and

Privileged Information
The Partners must be painfully aware that one of the most important
features of this Memorandum of Understanding, or any similar Document
for that matter, is the issue on Confidentiality, Non-disclosure and
Privileged Information - - - that is solely based on Good Faith, Honor, Mutual
Trust, Integrity, Confidence and Loyalty - - - which are the Bedrocks of
Foundation of this MoU.
As such, The Partners are sworn-in to, and bound to live by, this Honor Code
of Confidentiality, Non-disclosure and Privileged Information.
Article - 10 : Communication and Coordination

The Official Focal Persons for any and all forms, types, sizes, priority levels
and means of Communication and Coordination shall be The Signatories of
this Memorandum of Understanding, referenced Page-1 = Cover Page.
Once The Message comes across their respective desks, they are allowed to
nominate their Individual Organization’s Official Messenger = Distribution
Point = who will be tasked with sharing and disseminating Those Messages
within their own Organization, based on their own Internal Protocols
covering the Proper Handling, Distribution and Final Disposition of such
critical matter(s) - - and of the Appropriate and Prompt Response by The
Concerned Person that is required upon receipt of such Message.
Article - 11 : Sundry Provisions
 Manpower Schedule
Each Partner shall be responsible for his Own Organization’s Manpower
Schedule and Timeline.
The Overseers shall act as Co-Project Managers to insure organized effort

and efficient execution of The Project - - by deploying Manpower who
have been pre-selected based on their Experience, Education, Aptitude,
Skills, Demonstrated Competence and Personality.
As in any Project, regardless of its Value, Scope, Magnitude, Location, or

Description, there are two (2) Milestone Dates for everybody at the Job
Site to watch for: 1) Start Date, and, 2) Completion Date.
This is where Shared Responsibility by The Partners comes in: putting

down Men and Equipment on the Ground, at and for a given time, to
execute a Specific Mission - - and letting them go, when their Mission has
been accomplished.
Close coordination, by way of meetings, shall guide The Partners when

formulating decisions to let go of some Project Site Personnel, as the
Project nears total completion - - to prevent untimely reduction of Forces
and Equipment on the Ground that might cause delay in the completion
of The Project, with Domino Effect.

 Machines, Equipment & Tools
Each Partner shall be responsible to provide for his Own Organization’s
Machines, Equipment and Tools required to perform specific tasks.
The transport, use, care, storage and safekeeping, operation and
maintenance of those Machines, Equipment & Tools will be an Individual
and Internal Matter for each Partner.
 Materials
Each Partner shall be responsible to provide for his Own Organization’s
Material Requirements, ranging from Office Supplies and Equipment, to
other Consumable Items needed to carry out their Assigned Tasks. These
Materials, Supplies and Equipment are for “Own Use” by each Partner.
Sharing such Resources, which include On-Site Enhancement Training
and Manpower Development of Project Personnel, shall be at the
discretionary judgment of The Partners, based on the precept that it will
generate goodwill among their Staff and Personnel, and promote and
enhance each other’s capability to execute The Project.
Materials For Building The Project, as and when they are provided for by
The Client, shall be treated on a different mode, as they are Inherent
Components of The Project, and will be fully accounted for and audited
after they are consumed - - since they are exempted from payment by
The Client to The Partners.
A Liquidation Report for Client-owned Materials shall be prepared and

submitted by The Partner that withdrew and used such Materials.
For Materials purchased by The Partners, either individually or

collectively, the end use of which will be for building the Project, costs
shall be reflected and included on The Partners’ Invoices, which will be
individually-prepared, but jointly-submitted, to The Client for collection
of payment.
 Methodology
Any Project to be executed, or product to be made, employs Certain
Methodologies, the main objective of which is the successful, cost-

effective, superior quality results, and on-time, conclusion of the Project -
- to the delight of The Client, and / or The Customer-User.
However, it should also be noted, by progressive and open-minded

Builders and Customers alike, that New, Continuously-evolving
Technology and Methodology has found its way in today’s fast-changing
world.
The Internet and YouTube abound with postings of New Methods and
Equipment for doing things - - with superior results, compared to
Traditional Methods. Nowhere is this fact more highlighted than in the
Automobile Manufacturing Industry.
Today’s cars were built totally different than they were, some 20 years
ago: Progressive Car Manufacturers employ Robotic Methodologies,
driven by Computer Programs, known in the industry as “Soft
Manufacturing”.
The quest for New and Superior Methodology must be demonstrated in

the execution of the Project. Such culture must permeate the whole
Organization.
Against this backdrop, however, Safety, Health and Environmental Issues

must never be compromised - - - at any time.
 Money = Finance & Accounts

Each Partner shall maintain their own Internal Finance and Accounts (F
& A) Departments to generate, handle, process and prepare, among other
things, their Own Payroll System, Health Care Program, Accounts
Payable, Accounts Receivable, Procurement and Logistics, Internal and
External Audit, Tax Issues and Cash Flow Management System.
Article - 12 : Miscellaneous
 Termination of this Memorandum of Understanding

When Either Partner, for whatever cause or reason, shall decide to
terminate this MoU - - before its Official Expiration Date - - the following
Protocols must be observed, and set in motion:
:: An Official Written Notice must be initiated, and transmitted, by The

Originating Partner, to the Other Partner, sixty (60) Calendar Days ahead
of the Official Day of Termination of The MoU;
:: A General Meeting, attended by Senior Staff of both Partners shall be

called to order to discuss and settle the matter;
:: A Joint Resolution shall be issued, copy to the Client and Other

Persons-In-Interest; and
:: Formal hand-over of All Outstanding Works by The Departing Partner,

to The Remaining-On-Job-Site Partner, to carry on.
:: The Remaining-On-Job-Site Partner shall issue Official Clearance, and

Notice of Final Departure From Job Site - - copy to The Client and other
Persons-In-Interest - - to the Departing Partner, absolving The Departing
Partner from any and all claims that might be filed by Other Parties, in
connection with their outstanding dues and interests with The Departing
Partner - - relative to the execution of The Project awarded to The
Partners by The Client.
 Renewal and Extension of MoU

These Protocols shall govern the Renewal and Extension of MoU:
:: Each Partner shall, sixty calendar (60) days before the Official Date of
Expiration of this MoU, initiate and transmit a Written Notice of
Renewal and Extension of the MoU, to each other, to form the Official
Reference Point for the Renewal and Extension of the MoU.
:: Such Document shall be attached to the Original MoU, to reflect the

updated and current status of The Original MoU. The Client and Other
Persons-In-Interest shall be furnished a copy of the Notice of Renewal
and Extension of MoU - - for their own file and perusal.

 Revision and Up-date of MoU
This Principle and Protocol shall be the basis for the Revision and Up-
date of this Memorandum of Understanding:
:: Either Partner can, or shall, in the course of time, initiate action for the
revision and up-date of this MoU, citing, among other things, the need,
changed status or circumstance(s), cause(s) and reason(s) that have
him called for - - - prompted him - - and compelled him to seek for - - -
this MoU’s prompt revision and up-date to reflect current, and factual,
events on The Ground.
 Settlement of Disputes and Conflicts

These Protocols shall govern the Settlement of Disputes and Conflicts,
involving Job Site Personnel of each Partner, including Those Other
Personnel working under another Contractor’s Payroll:
:: An Ad Hoc Grievance Committee, co-chaired by The Partners, or their

Officially-designated Representatives, shall be set up to probe and to
conduct an impartial, objective and thorough inquiry into the incident,
and get down into the root cause(s) of such incident - - in the presence of
those who are directly, and indirectly, involved.
:: The Ad Hoc Grievance Committee’s findings shall be conclusive and

official, and shall serve as basis for appropriate action(s) to be
considered and passed on to address, and to settle, such incident.
 Privilege of First Refusal

The Privilege of First Refusal is an inherent privilege that Each Partner
can invoke and exercise, as and when the situation or circumstance
warrants its exercise - - or use.
As it were, the main objective of such privilege is to preserve the gains

acquired by The Partners when they were awarded a Project by The
Client, and one of the Partners have concluded, in the course of time, that

he is unable to execute certain parts of his Share of The Work, and,
therefore, seeks the entry and participation on the ground of a Third
Partner, or a Sub-contractor, to carry out that particular aspect of his
Share of The Work; referenced Article – 7 = Collaboration and
Cooperation .
 Copies
Each Partner shall keep an Original Copy of this MoU, after it has been
notarized by a Public Attorney.
Likewise, another Original Copy shall be furnished to The Client.
Article - 13 : Annexures
To follow - - - once they are available - - - after they have been discussed,
and agreed to, by The Partners.
* * * End of Page 15 of 15 * * *
Signatures
___________________ ________________________
Xxxxx Y. Zzzzzzzzzz Xxxxx Y. Zzzzzzzzzz
& Project Manager
CJW Ent. Ahnex Builders

& Readymix Corp.
Date : June 00, 2018

Page 15

MEMORANDUM OF UNDERSTANDING - DRAFT ONLY - CJW and AHNEX

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Revision No. : 00 Date : 00

CONDE BUILD ENTERPRISE And

Hereinafter known, and referred to, as

The First Partner The Second Partner

With Business Address at

9010 Lakeview Compound

And represented, and signed, by

And comes into force and effect on

Article Title Page

** Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . .... 1

5 Validity & Duration . . . . . . . . . . . . . . . . . . . . . 6

7 Collaboration and Cooperation . . . . . . . . . . 6

10 Communication and Coordination . . . . . . . 10