MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement is entered into and made

effective this ___ day of _____________ 2021 in Quezon City, Philippines,
by and between:

______________________________, a security agency duly

organized and existing under the laws of the Philippines, with office
address at ______________________________ represented herein
by its General Manager, Mr. ____________________, and
herein referred to as the ‘AGENCY’;

and

______________________________, referrer, Filipino, of legal

ages, and with residence address at
______________________________, herein referred to as the
‘AGENT’;

AGENCY and AGENT are collectively referred to as

‘PARTIES’.

WITNESSETH: That,

WHEREAS, the Agent has existing and prospective client(s) for

which the Agent requires support;

WHEREAS, the Agency has been identified by the Agent as a

capable security services provider as it has technical expertise and financial
capabilities that the Agent’s client(s) require;

WHEREAS, the Agent has presented himself to be representative of

the Agency in looking for prospective clients;

WHEREAS, the Parties wish to set forth the terms and conditions
upon which any Agency’s support may be provided to the Agent;

NOW, THEREFORE, for and in consideration of the foregoing

premises, and of the mutual covenants and agreements set forth herein,
the receipt and sufficiency of which is hereby acknowledged, the Parties,
intending to be legally bound, agree as follows:
 I. DEFINITIONS

The following terms shall have the following definitions

under this Agreement:

a. ‘Contract’ means the legal document sufficient in form

and substance designed by the Agency to be submitted
to the Agent’s client(s) for which the Agent may need
support from the Agency.
b. ‘Client’ means the customer of the Agent for whom
Services and Deliverables are to be performed.
c. ‘Services’ means all work performed by the Agency under
this Agreement, as well as Deliverables used by the
Agency in performing its obligations.
d. ‘Deliverables’ means those items, materials, and
equipment to be provided by the Agency to the Agent or
to the Agent’s client(s) such as logbooks, service
firearms, handheld radios, metal detectors, search lights,
etc.
e. ‘Intellectual Property Rights (IPR)’ means world-wide,
common-law and statutory rights associated with (i)
patentable inventions, patents and patent applications,
divisions, continuations, renewals, reissuance, and
extensions, thereof, (ii) copyrights, copyright applications
and copyright registrations, “moral” rights and mask
work rights, (iii) the protection of trade and industrial
secrets and confidential information, and (iv) trademarks,
trade names, service marks, and logos (collectively
‘Trademarks’).
f. ‘Pre‐Existing Intellectual Property’ means any Intellectual
Property that has been conceived or developed by either
party or any third party before the Agency renders its
support under this Agreement or that is conceived or
developed at any time wholly independently of the
Services and Deliverables.
g. ‘Other Direct Costs’ means expenses normally incurred in
the operation of a satellite office of a security agency
business, such as communication, transportation,
satellite office rental, utilities, office supplies, and other
items, materials, and equipment to be provided by the
Agency to the Agent or to the Agent’s client(s).
h. ‘Party or Parties’ means the signatories to this Agreement
when referred to, respectively, individually or collectively.

II. TERM OF THE AGREEMENT

Unless otherwise terminated as provided herein, the term

of this Agreement shall start on the effective date and end until
rescinded or cancelled, provided that either Parties shall be
 notified in writing at least thirty (30) days prior to the effective
date of cancellation/termination.

However, in cases where the Agent causes injury or

irreparable damage to the image of the Agency, its officers,
employees, or the continuing relationship poses a threat to the
lives and properties of the latter due to the Agent’s involvement
in unlawful and illegal acts, the Agency may immediately notify
the Agent of such fact in writing and this Agreement is deemed
cancelled and/or terminated without waiting for the lapse of
thirty (30) days.

III. INTERACTIONS WITH CLIENTS

In the marketing phase and during the duration of the

contract with the Agent’s client(s), either the Agency’s owners
or its official representatives and the Agent may have direct
communication with the client(s), limited solely to those
communications necessary to affect provision of Services
and/or Deliverables such as but not limited to the conduct of
security surveys/risk assessments, deployment of guards and
equipment, inspection and monitoring of posts and guards and
on-site briefings, seminars and trainings for the assigned
guards.

If while delivering Services, the Agent becomes aware of

the existence of potential follow‐on work or additional
opportunities specifically related to the Services, the Agent shall
disclose such information to the Agency. The latter through its
General Manager or any authorized representative has the sole
responsibility to enter into a contract with the Agent’s client(s).

IV. SUPERVISION AND CONTROL

The Agency shall exercise discipline, control and

administration over the Agent’s guards in accordance with law,
ordinances and pertinent government rules as well as the rules
and policies laid down by the client(s) on the matter.

V. COMPENSATION AND FINANCES

a. Labor. The Agency and Agent has no employer-

employee relationship. As such, the Agency has no
responsibility to pay the salaries and wages and give
statutory benefits to the Agent. However, the guards
assigned to the Agent’s client(s) are considered as
employees of the Agency and are therefore entitled to all
remunerations.
b. Travel. If there are any official travel expenses for
marketing or operational purposes either by public
conveyance or by private vehicle the cost of which will be
borne by the Agent, such must be pre-approved by the
Agency. The latter shall not reimburse Agent for any
expenses related to travel that were not pre-approved by
the Agency in writing. If any travel is approved by the
Agency, the latter shall reimburse the Agent on an actual
cost basis, without any markup, for reasonable and
substantiated expenses necessarily incurred by the Agent
in performance of their official business provided a
liquidation of expenses report with attached official
receipts was made and submitted to the Agency. Hours
expended for travel time are not reimbursable and shall
not be billed unless otherwise expressly approved by the
Agency.
c. Other Direct Costs. The Agent are not authorized to
incur any Other Direct Costs, hence the Agency shall not
reimburse Agent for any Other Direct Costs, including but
not limited to the expenses normally incurred in the
operation of a satellite office of a security agency
business, such as communication, transportation,
satellite office rental, utilities, office supplies, and other
items, materials, and equipment to be provided by the
Agency to the Agent or to the Agent’s client(s). If Other
Direct Costs are specifically identified as reimbursable,
the Agency shall reimburse the Agent accordingly. Any
such Other Direct Costs shall be invoiced to the Agency
at actual cost, without any markup.
d. Billing and Collections. The Agency or the Agent shall
submit the Billing Statement to the Agent’s client(s)
every cut-off period. However, only the Agency has the
responsibility to collect the payment of the Agent’s
client(s) in the form of cash or check that shall be
deposited at once to the Agency’s bank account.
e. Remittances and Taxes. The Agency shall pay the
amount of remittances to the government in favor of the
guards employed in relation with the employees’
statutory benefits as well as the imposed applicable
government taxes.
f. Percentage of Shares from the Agency Fee. For and
in consideration of the Agent’s successful brokering of a
procurement of security services between the Agency
and their client(s), the Agency has agreed to share with
the Agent an amount equivalent to Forty percent (40%)
out of the Administrative Overhead and Margin, net of
applicable government taxes.
 VI. EXCLUSIVITY

The Agent understands that by signing this Agreement, it

is appointing the Agency as an exclusive representative with
respect to the Agent’s client(s) to whom the Agency was
introduced. The Agent agrees that the relationship between the
Agency and any such client(s), for purposes of this Agreement
and whether or not this Agreement is terminated, begins upon
the initial disclosure by the Agent of a potential client(s) for the
Agency. During the term of this Agreement, the Agent shall
not, directly or indirectly, either as an organization, as an
individual, as an employee or member of a partnership, or as
an employee, officer, director or stockholder of any corporation,
or in any other capacity, solicit or accept, or advise anyone else
to solicit or accept, any business that competes directly with
the Agency from any such client(s), or from the personnel of
any client(s) to whom the Agent was introduced pursuant to
this Agreement.

VII. INTELLECTUAL PROPERTY RIGHTS

a. Retained Rights. Each party shall retain all the rights,

title, and interest in and to its own Pre‐Existing
Intellectual Property irrespective of any disclosure of
such Pre‐Existing Intellectual Property to the other party,
subject to any licenses granted herein.
b. Pre‐Existing Intellectual Property. The Agent shall
not use any Agency’s or the Client’s Pre‐Existing
Intellectual Property in connection with this Agreement
unless the Agent has the right to use it for the Agency or
the client’s benefit. If the Agent is not the owner of such
Pre‐Existing Intellectual Property, the Agent shall obtain
from the owner any rights as are necessary to enable the
Agent to comply with this Agreement.

VIII. CONFIDENTIALITY AND NON-COMPETE CLAUSE

a. Confidential Information. For purposes of this

Agreement, ‘Confidential Information’ shall mean
information or material proprietary to a Party or
designated as confidential by such Party (the ‘Disclosing
Party’) and all information provided by a Client, as well
as information about which a Party (the ‘Receiving
Party’) obtains knowledge or access, through or as a
result of this Agreement (including information
conceived, originated, discovered or developed in whole
 or in part by the Agent). Confidential Information does
not include: a) information that is or becomes publicly
known without restriction and without breach of this
Agreement or that is generally employed by the trade at
or after the time the Receiving Party first learns of such
information; b) generic information or knowledge which
the Receiving Party would have learned in the course of
similar employment or work elsewhere in the trade; c)
information the Receiving Party lawfully receives from a
third party without restriction on disclosure and without
breach of a nondisclosure obligation; d) information the
Receiving Party rightfully knew prior to receiving such
information from the Disclosing Party to the extent such
knowledge was not subject to restrictions on further
disclosure; or (e) information the Receiving Party
develops independent of any information originating
from the Disclosing Party.
b. Prime Confidential Information. The following
constitute Confidential Information of the Agency and
should not be disclosed to third parties: the Deliverables,
discoveries, ideas, concepts, designs, drawings,
specifications, techniques, models, data, source code,
source files and documentation, object code, legal
documents, diagrams, flow charts, research,
development, processes, procedures, “know-how”,
marketing techniques and materials, marketing and
development plans, clients’ names and other information
related to the client(s), price lists, pricing policies, lease
agreement, and financial information, this Agreement
and the existence of this Agreement, and the relationship
between the Agency and the client(s). The Agent should
not use the Agency’s or clients’ names, likenesses, or
logos (Agency or client’s ‘Identity’). The Agent should not
use or reference the Agency or clients’ Identity, directly
or indirectly, in conjunction with any other client(s) or
potential client(s), any client(s) lists, advertisements,
news releases or releases to any professional or trade
publications.
c. Non-Disclosure. The Parties hereby agree that during
the term hereof and at all times thereafter, and except
as specifically permitted herein or in a separate writing
signed by the Disclosing Party, the Receiving Party shall
not use, commercialize or disclose Confidential
Information to any person or entity. Upon termination, or
at any time upon the request of the Disclosing Party, the
Receiving Party shall return to the Disclosing Party all
Confidential Information, including all notes, data,
reference materials, sketches, drawings, memorandums,
documentations and records which in any way
incorporate Confidential Information.
 d. Non-Compete Clause. All records and documents of
the Agency and all information pertaining to its business
or affairs or that of their affiliated companies are
confidential and no unauthorized disclosure or
reproduction or the same will be made by the Agent at
any time during or after the termination of this
Agreement and in order to ensure strict compliance
herewith, the Agent shall not work for whatsoever
capacity, either as an employee, agent or consultant with
any person or company whose business is in direct
competition with the Agency. In the event the Agent
breaches any term of this Agreement, the Agent agrees
and acknowledges that damages may not be an
adequate remedy and that in addition to any other
remedies available to the Agency in law or in equity, the
Agency is entitled to enforce their rights hereunder by
way of injunction, restraining order or other relief to
enjoin any breach or default of this Agreement. The
Agent agrees to pay all costs, expenses and attorney's
fees incurred by the Agency in connection with the
enforcement of the obligations of the Agent. The Agent
also agrees to pay the Agency all profits, revenues and
income or benefits derived by or accruing to the Agent
resulting from their breach of the obligations hereunder.
Finally, if the Agent breaches any terms of this
Agreement, forms of compensation including
commissions and incentives will be forfeited.

IX. CONFLICT OF INTEREST

The Agent represent that its execution and performance

of this Agreement does not conflict with or breach any
contractual, fiduciary or other duty or obligation to which the
Agent are bound. The Agent should not accept any work from
any other business organizations or entities which would create
an actual or potential conflict of interest for the Agent or which
is detrimental to the Agency’s business interests.

X. SUBCONTRACTING

The Agent absolutely shall not subcontract, either in

whole or in part.
 XI. WARRANTIES

Both Parties warrants that:

a. it will perform the Services hereunder in a professional

and workmanlike manner.

The Agency warrants that:

b. the Deliverables provided to the Agents and their

Client(s) are new or of acceptable quality free from
defects in material and workmanship and will meet the
requirements and conform with any specifications set
forth.
c. it has all the necessary permits and is authorized to do
business in all jurisdictions where Services are to be
performed.

The Agents warrant that:

d. it will comply with all applicable laws and other local

ordinances in performing the Services.
e. it has all rights to enter into this Agreement and there
are no impediments to the Agent’s execution of this
Agreement or Agent’s performance of Services
hereunder.

XII. INDEMNIFICATION

The Agent shall defend, indemnify, protect and hold

harmless the Agency, their client(s), and each of their officers
and employees from and against any and all losses, demands,
attorneys’ fees, expenses, costs, damages, judgments,
liabilities, causes of action, obligations or suits resulting from
(1) any negligent act or omission or willful misconduct of the
Agents or its personnel, and (2) the breach of any provision of
this Agreement by the Agent or its personnel.

XIII. LIMITATION OF LIABILITY

a. EXCEPT AS SET FORTH BELOW, IN NO EVENT WILL

EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR
LOSS OF PROFITS OR REVENUE, COST OF CAPITAL,
NOR FOR ANY EXEMPLARY OR PUNITIVE DAMAGES,
ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL
OR COLLATERAL TO, OR DIRECTLY OR INDIRECTLY
RELATED TO OR IN ANY WAY CONNECTED WITH, THE
SUBJECT MATTER OF THE AGREEMENT, WHETHER
 SUCH DAMAGES ARE BASED ON CONTRACT, TORT,
STATUTE, IMPLIED DUTIES OR OBLIGATIONS, OR
OTHER LEGAL THEORY, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
b. NOTWITHSTANDING THE FOREGOING, ANY
PURPORTED LIMITATION OR WAIVER OF LIABILITY
SHALL NOT APPLY TO AGENT’S OBLIGATION UNDER
THE INDEMNIFICATION OR CONFIDENTIAL
INFORMATION SECTIONS OF THIS AGREEMENT OR
EITHER PARTY’S LIABILITY TO THE OTHER FOR
PERSONAL INJURY, DEATH OR PHYSICAL DAMAGE TO
PROPERTY CLAIMS.

XIV. MISCELLANEOUS

a. Assignment. The Agent shall not assign any rights of

this Agreement, and no assignment shall be binding
without the prior written consent of the Agency.
b. Governing Law. The Parties shall make a good-faith
effort to amicably settle by mutual agreement any
dispute that may arise between them under this
Agreement. The foregoing requirement will not preclude
either Party from seeking injunctive relief as it deems
necessary to protect its own interests. This Agreement
will be construed and enforced in accordance with
Philippine laws. The Parties consent to the exclusive
jurisdiction and venue in Quezon City, Metro Manila for
the enforcement of any arbitration award or other
judicial proceeding concerning this Agreement. Any
judgment issued by such court shall award the prevailing
Party its reasonable attorney’s fees and related costs.
Both Parties agree that the occurrence of a dispute shall
not interfere with either Party’s performance or other
obligations under this Agreement.
c. Notice. All notices required under this Agreement will be
in writing and will be sent to the address of the recipient
specified above. Any such notice may be delivered by
hand, by courier, and will be deemed to have been
received: (1) if delivered by hand ‐ at the time of
delivery, and (2) if delivered by courier ‐ 24 hours after
the date of delivery to courier with evidence of delivery
from the courier.
d. Injunctive Relief. The Agent acknowledges it would be
difficult to fully compensate the Agency for damages
resulting from any breach by the Agents of the provisions
of the following Sections of this Agreement: Exclusivity,
Intellectual Property Rights, Confidentiality,
Subcontracting, and Warranties. Accordingly, in the
event of any actual or threatened breach of such
provisions, the Agency will, in addition to any other
 remedies that it may have, be entitled to temporary
and/or permanent injunctive relief to enforce such
provisions.
e. Severability. The Parties recognize the uncertainty of
the law with respect to certain provisions of this
Agreement and expressly stipulate that this Agreement
will be construed in a manner that renders its provisions
valid and enforceable to the maximum extent possible
under applicable law. To the extent that any provisions
of this Agreement are determined by a court of
competent jurisdiction to be invalid or unenforceable,
such provisions will be deleted from this Agreement or
modified so as to make them enforceable and the validity
and enforceability of the remainder of such provisions
and of this Agreement will be unaffected.
f. Force Majeure. Neither Party shall be liable for any
failure to perform under this Agreement when such
failure is due to causes beyond that Party’s reasonable
control, including, but not limited to, acts of
governmental authorities, acts of terrorism, natural
catastrophe, fire, storm, flood, earthquakes, accident,
and prolonged shortage of energy. In the event of such
delay the date of delivery or time for completion will be
extended by a period of time reasonably necessary by
both Agent and Agency. If the delay remains in effect for
a period in excess of thirty days, the Agency may
terminate this Agreement immediately upon written
notice to the Agents.
g. Entire Agreement. This document and all attached or
incorporated documents contain the entire agreement
between the Parties and supersede any previous
understanding, commitments, or agreements, oral or
written. Further, this Agreement may not be modified,
changed, or otherwise altered in any respect except by a
written agreement signed by both Parties.

IN WITNESS WHEREOF, the Parties affixed their respective

signatures this ___ day of _____________ 2021 in Quezon City,
Philippines.

ANTUKIN
SECURITY AGENCY

By: By:

____________________ ____________________
General Manager Agent
 Signed in the Presence of:

____________________ ____________________

ACKNOWLEDGEMENT

Republic of the Philippines )

Quezon City )S.S.

BEFORE ME, this ___ day of _____________ 2021 in Quezon City,

Philippines, personally appeared the following:

Proof of Identity Date/Place Issued

____________________ __________________ __________________

_________________ __________________ __________________
_________________ _____________ _______________

Known to me to be the same persons who executed the foregoing

instrument, and they acknowledged to me that the same are their free and
voluntary act and deed, and that the institutions they respectively
represent.

This instrument consisting of eleven (11) pages, including this page

whereon this Acknowledgement is written has been signed on the left
margin of each and every page thereof by the Parties and their
instrumental witnesses.

WITNESS MY HAND AND SEAL on the day, year and place above
stated.

NOTARY PUBLIC

Doc. No. ___

Page No. ___
Book No. ___
Series of ___.