MEMORANDUM OF AGREEMENT

This Memorandum of Agreement, (“Agreement”) is made and entered into this __th
day of __________ 2014 by and between:

ROSE PHARMACY, INCORPORATED, with principal place of business at 16

E. Osmena cor. L. Bacayo St., Guadalupe, Cebu City represented herein by
its HR DIRECTOR, Mr. BONIFER B. NACORDA, hereinafter referred to as
“FIRST PARTY”;

- and -

____________________________, an educational institution organized

and existing under Philippine laws with registration issued by the
Commission on Higher Education and with principal address at
____________, Cebu City, represented herein by its _________,
____________, hereinafter referred to as “SECOND PARTY”;

W I T N E S S E T H:

WHEREAS, the FIRST PARTY is a pharmaceutical company who offers on-the-job

training for qualified BS Pharmacy students of selected schools in its pharmacies
nationwide;

WHEREAS, the SECOND PARTY is an educational institution offering the course of BS

Pharmacy to its students and requires a training program as part of the curriculum;

WHEREAS, the FIRST PARTY has selected the SECOND PARTY to offer on-the-job
training to its qualified BS Pharmacy students and the SECOND PARTY accepts the offer
of the FIRST PARTY;

NOW THEREFORE, for and in consideration of the foregoing premises, the parties
hereto hereby agree as follows:

1. ON THE JOB TRAINING

The FIRST PARTY hereby offers a three hundred sixty (360) hour On-the-Job Training
for qualified BS Pharmacy students of the SECOND PARTY.

The term “qualified BS Pharmacy students” shall mean BS Pharmacy students on

their ___ year of college with a grade point average of ___.

The SECOND PARTY hereby agrees that it shall send to the FIRST PARTY only
qualified BS Pharmacy students as the same is herein defined, (hereinafter referred to as
“Students”), who will spend 360 hours of On-the-Job Training in the pharmacies of FIRST
PARTY. Work schedule, training outlines and On-the-Job Mentors (hereafter,
“Mentors,”) will be assigned by the FIRST PARTY. The said 360 hours shall be
accomplished by the Students who will each execute a separate Memorandum of
Agreement (“MOA”) with the FIRST PARTY. If a Student fails to accomplish the required

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360 hours within the specified timeframe as indicated in the MOA, no Certificate of
Completion of On-the-Job Training will be given to him/her.

2. PERFORMANCE

SECOND PARTY shall submit to FIRST PARTY, in a format previously approved by the
FIRST PARTY, an evaluation of the output or performance of the Students to be
accomplished by the FIRST PARTY’s Mentors assigned in the specific pharmacies and to
be submitted on a weekly basis. Both parties agree that poor performance output of a
particular Student as indicated in the rating guideline shall be a valid basis for the pre-
termination by the FIRST PARTY of his/her On-the-Job Training.

3. COMPANY POLICY COMPLIANCE

FIRST PARTY reserves the right to discontinue the On-the-Job Training of any Student
for violation of any company policy of which he/she shall be informed beforehand.

4. SERVICE AND REIMBURSEMENT

The parties agree that it is a condition of this Agreement that the Students who
successfully completed the On-the-Job Training shall render at least one (1) year of
service to the FIRST PARTY with pay following the payroll policies of the FIRST PARTY
upon passing the Pharmacy Licensure Exam.

Failure of the particular Student to render the aforesaid service for the required
duration of one (1) year will make him/her liable to pay the FIRST PARTY the amount of
PHILIPPINE PESOS: Thirty Eight Thousand (PhP38,000.00) which amount shall be
payable within one (1) week from receipt of the billing notice.

5. DURATION

This Agreement is binding between the FIRST PARTY and the SECOND PARTY for the
period of five (5) years from the date of signing. However, this can be changed,
amended, revised and or terminated when the need arises identified by both parties in
writing giving each party a period of one month notice.

The FIRST PARTY may pre-terminate this Agreement in the event that the SECOND
PARTY shall breach any of the terms and conditions hereof or any of its obligations as
stipulated herein.

6. DOCUMENTATION

The parties shall do and execute, or procure to be done and executed, all such
further acts, deeds, documents and things as may be necessary, to give full effect to the
terms and intent of this Agreement.

7. NON-ASSIGNMENT

The SECOND PARTY shall not assign its rights and obligations under this Agreement.

8. NO PARTNERSHIP OR AGENCY

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 Nothing contained or implied in this Agreement shall constitute or be deemed to
constitute a partnership or agency between the parties and none of the parties shall
have any authority to bind or commit any other party.

9. GOVERNING LAW AND VENUE

This Agreement shall be governed by, and interpreted in accordance with the laws of
the Republic of the Philippines and the parties agree, in case of litigation arising from
the provisions hereof, to submit to the jurisdiction of the proper courts of Cebu City, to
the exclusion of all other courts.

10. NOTICES

All notices, request, consents and other documents (“Notices”) required under this
Agreement shall be given/served either by personal delivery in writing, by fax, through
registered mail or sent through reputable courier services return receipt requested,
postage prepaid and properly addressed to the Party or its designated
agent/representative. Notices shall be addressed as follows:

If to FIRST PARTY:

Address: 16 E. Osmena cor. L. Bacayo St., Guadalupe, Cebu City

Tel: ________

Fax: ________

Attention: Bonifer B. Nacorda

If to the SECOND PARTY:

Address:

Tel:

Fax:

Attention:

Such Notices shall be deemed served or given:

a. On the date of actual delivery, if personally served at the address of the Party to
whom the Notice is given between the hours of 8:00 a.m. and 5:00 p.m. on any
Business Day;

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 b. If sent by facsimile, when such Notice is successfully transmitted during business
hours. However, if the Notice is not sent during business hours, such Notice shall
be deemed served at the next business hours it has been successfully
transmitted.

c. On the day the Notice is sent, if sent through reputable courier services.

d. Five (5) calendar days after mailing, if sent through registered mail.
e. If sent by electronic mail, then upon receipt by the Sender of the
acknowledgment of the “receipt requested” message from the recipient or
successfully sent to the above electronic mail address without any “notice of
delivery failure.”

11. ATTORNEY’S FEES, COSTS, AND OTHER RELIEF

If the FIRST PARTY has to bring any legal action or other proceeding for the
enforcement of this Agreement, or because of any alleged dispute, breach, default or
misrepresentation in connection with any of the provisions of this Agreement, it shall be
entitled to recover reasonable attorney’s fees and other costs incurred in that action or
proceeding, in addition to any other relief to which it may be entitled.

12. SEVERABILITY

If one or more provisions of this Agreement shall be held invalid, illegal or

unenforceable, the remaining provisions shall remain in, and shall be given, full force
and effect.

13. NON-WAIVER

No waiver by a party of any provision of this Agreement shall be binding unless

made expressly and in writing. Any amendment or modification thereto must be in
writing and signed by the parties hereto.

IN WITNESS HEREOF, the parties have hereunto affixed their signatures this __ th
day of _________ 20__ at ______________, Philippines.

Mr. BONIFER B. NACORDA ________________________

FIRST PARTY SECOND PARTY

ACKNOWLEDGMENT
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REPUBLIC OF THE PHILIPPINES)

CITY OF CEBU ) SS.

Before me this __________________ day of _____________ at _____________

personally appeared:

Name Social Security / Tin Date / Place Issued

Number

Rose Pharmacy,
Incorporated

Bonifer N. Nacorda

___________________

who were identified by me through competent evidence of identity to be the same

persons who presented this Agreement and signed the same in my presence, and who
took an oath/affirmation before me as to such instrument.

This Memorandum of Agreement consisting of ___ (__) pages including this page
whereon this Acknowledgement is written, has been signed by the parties hereto and
their instrumental witnesses.

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

Doc. No. ___________________;

Page No. ___________________;
Book No. ___________________;
Series of 2014.

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