AGENCY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT is made and entered into this ___ of September 2021, in City of Bulacan,
by and between:

PARTIES:

PRINCIPAL: ______________________, a corporation duly existing under

the laws of the Republic of the Philippines with principal place of
business at _________________________________, duly
represented by herein Operations Manager,
_________________________
AGENT: ____________, Filipino, of legal age, with residence at
_______________________________________-

The PRINCIPAL and the AGENT shall be referred to individually as a “Party” and collectively
as the “Parties”.

RECITALS:
Whereas, Principal is corporation engaged in the business of tanning, manufacturing,
producing, selling, supplying leather and leather goods and engaging in leather services
(“Products and Services”).

Whereas, Agent has represented that she has capacity to sell, offer for sale, advertise,
market Principal’s products and services.

Whereas, for the purpose of business operation, Principal has decided to empower
Agent as its non-exclusive sales and Agent has agreed to act as a non-exclusive sales agent of
Principal;

Now Therefore, for and in consideration of the foregoing premises and of the mutual
covenants hereinafter set forth, the Parties agree as follows:

AGREED TERMS AND CONDITIONS:

Article 1. Engagement
1. The PRINCIPAL engages the services of the AGENT as an independent sales agent to
perform the services described in Article 3 of this Agreement.

2. This Agreement does not, and the Parties do not intend to, create a relationship of
employer and employee between them. The PRINCIPAL does NOT assume AGENT’S
costs and expenses for transportation, wages, overtime pay compensation, benefits,
government mandated contribution, allowances, 13th month bonuses, and other social
and labor obligations, as the case may be.

Article 2. Term.

1. This Agreement shall be for a period of ___________ (___) months, starting from
___________ until _________________, (“Term”) unless otherwise extended or pre-
terminated in accordance with this Agreement.

2. The Term can be extended at the instance of the PRINCIPAL upon written notice to the
AGENT ______ days prior to its expiration. If no written notice is served on the AGENT,
this Agreement shall be deemed terminated upon the expiration of the Term.
 3. The engagement of the AGENT is on a non-exclusive basis. The PRINCIPAL is free to
engage other service providers to perform the Services and the AGENT is, subject to its
confidentiality obligations herein expressed, free to accept similar engagements from
other PRINCIPALs.

Article 3. Obligation of the Parties.

1. The PRINCIPAL shall coordinate, inform and orient AGENT with its Products and
Services. For purposes of marketing, the PRINCIPAL, will provide access/give AGENT
the following:
a. Calling cards and brochures
b. Use of PRINIPAL’s showroom
c. Price quotations
d. Samples of products
e. Others deemed necessary

2. The AGENT shall market, offer for sale, sell, supply, market PRINCIPAL’S Products and
Services (“Services”), more specifically, but not limited to the following:

a. At the start of this Agreement, the AGENT shall provide a list of potential clients
for approval of the PRINCIPAL. AGENT’s authority under this Agreement shall
be confined within this list, unless otherwise agreed upon in writing. This
Agreement expressly excludes bids offered and provided under Philippine
Government Electronic Procurement System (PhilGEPS).

b. The AGENT shall negotiate, communicate and liaise with her clients for the
purpose of making a sale.

c. All price quotations and cost of services shall be solely and exclusively provided
by the PRINCIPAL. In cases of inquiries and requests, AGENT shall request for
a price quotation from the PRINCIPAL, before disclosing any rates to her clients.

In no case shall PRINCIPAL be held liable for any claims made by third parties,
in cases of incorrect pricing provided by the AGENT.

d. AGENT shall promptly notify PRINCIPAL about all negotiations or inquiries it has
made with her potential clients. In case a client directly contacts PRINCIPAL
before AGENT mentions the transaction, PRINCIPAL will not be held liable for
AGENT’s Commissions, as stated in Article 3.

e. For closed orders, AGENT shall notify her clients that all payments for the
transaction shall be made directly to the PRINCIPAL.
f. AGENT shall continue to liaise, communicate, and coordinate with clients and
PRINCIPAL regarding delivery and after sales services, if any.

g. AGENT shall be free to use any means and method, not contrary to law,
regulations and the provisions and spirit of this Agreement, which it believes will
best enable it to perform the committed Services.

h. AGENT shall have a quota of at least ONE (1) job order for month. A job order
shall be considered valid upon approval or client’s initial down payment remitted
to the PRINCIPAL, whichever is earlier.

i. AGENT shall strictly comply with the PRINCIPAL’s confidentiality obligations

under this Agreement and/or any other confidentiality and non-disclosure
agreement entered into with the PRINCIPAL prior to the execution of this
Agreement.

Article 3. Contract Price and Commissions.

1. The PRINCIPAL shall pay the AGENT a commission on all job orders closed, based on
the following schedule:
 Commission Rate Sales

A job order shall be considered closed upon final delivery and full payment of Principal’s
Good and Services. Sale price shall exclude taxes.

2. The Commission shall be capped at TEN THOUSAND PESOS (PhP10,000.00) per

month and any excess will be paid the following month until the full amount is given.

3. AGENT’S commissions are payable ONE (1) month or THIRTY (30) days after the
closing of job order.

4. Unless otherwise expressly stated in this Agreement, the Commission covers all of the
PRINCIPAL’S obligations under this Agreement and all things necessary for the proper
execution and completion of the Services and the remedying of any errors.

5. Except by mutual written agreement of the PARTIES, the Commission shall not be
subject to any increase at any time during the effectivity of this Agreement. The AGENT
shall be deemed to have satisfied himself as to the correctness and sufficiency of the
Commission.

Article 4. Liability and Indemnification for Damages

1. The AGENT shall answer for and indemnify the PRINCIPAL against any damage to or
loss of the PRINCIPAL’s properties, or for those damages or losses for which the
AGENT is responsible, which may be sustained by the PRINCIPAL due to any act,
omission, fault, negligence, errors, or lack of due diligence by the AGENT.

2. Regardless of any other provision herein, the total maximum liability of the PRINCIPAL
for indemnity under any cause of action shall not exceed in any case the Commission
under this Agreement.

Article 6. Confidentiality

1. "Confidential Information" shall mean all information pertaining to the PRINCIPAL or

any of its affiliates or subsidiaries, furnished, communicated or made available by the
PRINCIPAL to the AGENT in any manner in connection with the Services contemplated
under this Agreement and shall include, but not be limited to, the following information,
whether communicated in writing, orally, in graphic or electronic form, and regardless of the
form or storage medium: (a) all business information, plans, tactics, or materials, including,
without limitation, business plans and strategies, employee lists, employee benefit
programs, personnel matters, customer lists, market information, pricing policies, methods,
financial information, or any customer contract or proposal for a customer contract, investor
information, test data relating to any research or pilot projects, work in process, present or
future products; (b) all computer programs (including object, source codes of the actual
application/system processes and/or enhancements thereof), software processes,
systems writings, technical know-how or ideas, and algorithms; (c) user manuals, process
flows and diagrams, and all other manuals, systems documentation, confidential reports,
correspondence, memoranda or other materials related to any of the items described in
clauses (a) and (b) above; and (d) documentation notes, minutes of the meetings, and
previous discussions of the PARTIES regarding the Services.

2. The AGENT agrees that she shall, at all times, even after the termination of this
Agreement, keep in strict confidence and shall not retain, copy, reproduce, or disclose to
any party any and all Confidential Information of the PRINCIPAL and those of its
customers, its subsidiaries, affiliates, directors, officers or employees, which the AGENT
or his representatives or agents may acquire by reason of this Agreement.

3. The AGENT shall be responsible for any breach of the terms of this provision by her and
shall indemnify the PRINCIPAL and/or its customers, subsidiaries, affiliates, directors,
 officers, employees or any third person for any damage resulting from the disclosure or
consequent unauthorized use of any Confidential Information.

Article 8. Suspension and Termination

1. Upon prior written notice to the AGENT, the PRINCIPAL may request the AGENT to
suspend performance of the Services, wholly or in part, for such period as may be
deemed necessary due to Force Majeure or for any justifiable reason.

2. This Agreement may be terminated by either PARTY upon thirty (30) days written notice
to the other PARTY. The termination of this Agreement, with or without cause, shall not
release a PARTY from any liability which at the time of termination has already accrued
to the other PARTY or which thereafter may accrue in respect of any act or omission
prior to such termination.

3. The AGENT’s breach of any of his representations, warranties, and covenants under
this Agreement shall entitle the PRINCIPAL to immediately terminate this Agreement
without prejudice to any civil or criminal action that may be brought against the AGENT
in connection with such breach.

4. Upon the expiration or termination for any reason of this Agreement, the AGENT shall
return to the PRINCIPAL any and all documents and any other properties belonging to
the PRINCIPAL.

Article 4. Miscellaneous Provisions.

1. Any modification to this Agreement shall not take place unless amended by a written
agreement duly signed and agreed upon by both parties.

2. This Agreement shall be binding upon and inure to the benefit of the parties, their
successors and assigns.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date and in the place
first above written.

_________________________ _________________________

By: __________________________
Miguel Lazaro, III.

SIGNED IN THE PRESENCE OF:

 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

City of Pasig ) S.S.

BEFORE ME, a Notary Public, for and in the above place, personally appeared the following:

Name Identification Date/Place of Issue

known to me or proved to me by competent evidence of identity to be the same persons who

executed the foregoing AGENCY AGREEMENT consisting of three (3) pages including the
page on which this Acknowledgment is written, and they acknowledged to me that the same is
their free and voluntary act and deed.

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

Doc No. ______;

Page No. _____;
Book No.______;
Series of 2021.