MEMORANDUM OF UNDERSTANDING

KNOW ALL MEN BY THESE PRESENTS:

 
This Memorandum of Understanding (hereinafter referred to as the “MOU”) is made and
executed on this 1st day of January, 2022 in Marilao, Bulacan by and between:

SUNNY ORANGE JUICE CORPORATION, a corporation duly registered

under the laws of the Philippines, with principal address at 123 Rizal St., Brgy.
Poblacion, Marilao, Bulacan, represented herein by its President,
CRISOSTOMO L. IBARRA, hereinafter referred to as “FIRST PARTY”;

– and –

DIOSA 888 FOOD CORPORATION, a corporation duly registered under the

laws of the Philippines, with principal address at Sitio Dulo, Camangyanan, Sta.
Maria, Bulacan, represented herein by its Proprietor, BASILIO N. MANUEL,
hereinafter referred to as “SECOND PARTY”;

WITNESSETH:

WHEREAS, the Parties desire to enter into an agreement_______________________________;

and

WHEREAS, the Parties desire to memorialize certain terms and conditions of their anticipated
endeavor;

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein,
the Parties agree as follows:

1. Purpose and Scope. The Parties intend for this MOU to provide the foundation and
structure for any and all possibly anticipated binding agreement related to
________________________________________________________________________
_____________________________________.

This MOU should not establish or create any type of formal agreement or obligation.
Instead, it is an agreement between the Parties to work together in such a manner to
encourage an atmosphere of collaboration and alliance in the support of an effective and
efficient partnership to establish and maintain objectives and commitments with regards
to all matters related to
_______________________________________________________.

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2. Objectives. The Parties agrees as follows:

2.1. The Parties shall work together in a cooperative and coordinated effort so as to
bring about the achievement and fulfillment of the purpose of the MOU.

2.2. It is not the intent of this MOU to restrict the Parties to this Agreement from their
involvement or participation with any other public or private individuals,
agencies, or organizations.

2.3. The Parties shall mutually contribute and take part in any and all phases of the
planning and development of
__________________________________________to the fullest extent possible.

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 2.4. This MOU is not intended to create any rights, benefits, and/or trust
responsibilities by or between the Parties.

2.5. The MOU shall in no way obligate either Party to supply funds to maintain and/or
sustain ____________________________________________.

3. Term. This Agreement shall commence upon the Effective Date, as stated above, and
will continue until ___________________.

4. Termination. This Agreement may be terminated at any time by either Party upon
______ days written notice to the other Party.

5. Additional Provisions.

5.1. Entire Agreement. Both Parties acknowledge that this Agreement constitute the
entire agreement between them and shall completely supersede all other prior
understandings, previous communications or contracts, oral or written, between
the Parties relating to the subject matter hereof.

5.2. Binding Effect. This Agreement shall be binding upon, and inure to the benefit
of, the successors, executors, heirs, representatives, administrators and permitted
assigns of the parties hereto.

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 5.3. Severability. If any provision of this Agreement shall be found invalid or
unenforceable, the remainder of this Agreement shall be interpreted so as best to
reasonably effect the intent of the parties.

5.4. Amendment and Waivers. No amendment or modification of any of the terms

and conditions of this Agreement shall be valid unless evidenced by a written
agreement executed by the authorized representatives of both Parties. No failure,
omission or delay of any of the Parties in exercising any of its right, privileges
and remedies hereunder shall operate as a waiver thereof. No waiver or departure
from the terms of this Agreement shall be valid unless made in writing and signed
by the Party's authorized representative. Such waiver shall be effective only in the
specific instance and for the purpose for which it is given.

5.5. Assignment. Both Parties represent that they are fully authorized to enter into this
Agreement. The performance and obligations of either Party will not violate or
infringe upon the rights of any third-party or violate any other agreement between
the Parties, individually, and any other person, organization, or business or any
law or governmental regulation. The benefit of this Agreement may not be
assigned in whole or in part by a Party without the prior written consent of the
other.

5.6. Time. Parties agree that time is of the essence in this Agreement.

5.7. Governing Law and Attorney's Fees. This Agreement shall be governed by and
construed in accordance with the laws of the Philippines, without regard to its
choice of law principles. Venue of all actions arising from this Agreement shall be
brought exclusively to the jurisdiction of the appropriate courts of
___________________, Philippines. In any action or suit to enforce any right or
remedy under this Agreement or to interpret any provision of this Agreement, the
prevailing party shall be entitled to recover its reasonable attorney's fees, costs
and other expenses.

5.8. Notices. Any notice, demand, or request with respect to this Agreement shall be
in writing and delivered by hand, by personal service, by air courier with receipt
of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to
the address set forth above. Such communications shall be effective when they are
received by the addressee; but if sent by certified mail in the manner set forth
above, they shall be effective five (5) days after being deposited in the mail. Any
party may change its address for such communications by giving notice to the
other party in conformity with this section.

IN WITNESS WHEREOF, the parties have hereunto set their hands on the date and
place first above written.

________________________ ________________________
CRISOSTOMO L. IBARRA BASILIO N. MANUEL
FIRST PARTY SECOND PARTY

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 Signed in the presence of:

_________________________ _________________________

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

MARILAO, BULACAN ) S.S.

Before me, a Notary Public for and in the Province of Bulacan, Philippines, on this 21 st
day of January, 2022 personally came and appeared the following persons with their Competent
Evidence of Identity as follows:

NAME VALID ID
CRISOSTOMO L. IBARRA UMID ID No. 9658754212
BASILIO N. MANUEL Philhealth ID No. 325BHS24575

Known to me and to me known to be the same persons who executed the MEMORANDUM OF
UNDERSTANDING consisting of four pages including this Acknowledgment, and they
acknowledged to me that the same is their voluntary act and deed.

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

Doc. No. ____; ATTY. YÑIGO R. VALERA

Page No. ____; Notary for the Province of Bulacan
Book No.____; Until December 31, 2022
Series of 20___. Roll of Attorneys No. 98445
PTR No. 123456/01.02.22/Marilao, Bulacan
IBP Lifetime No. 54321/Bulacan