RETAINER CONTRACT KNOW ALL MEN BY THESE PRESENTS: ‘This CONTRACT made and executed by and between: Tropical Agriculture Cooperative, a domestic corporation duly organized and existing under and by virtue ofthe laws of the Republic of the Philippines, with principal office at Purok | Bray.San Rogue , San Isidro, Nueva Ecija, Philippines and represented in this act by its Finance Director Mr. Joefrey D. Bolina,, (hereinafter referred to as the °CLIENT"); -and - Atty. Elijah B, Bactol, a member of the Integrated Bar of the Philippines, with principal office at 23 Bonifacio St., Poblacion Central, General Tinio, Nueva Ecija (herein referred to as Law Office) WITNESSETH: That - WHEREAS, Atty. Bactol has offered his professional legal services to the CLIENT and CLIENT agrees to retain the professional legal services of the Atty. Bactol's Office under a retainership basis, subject to the terms and conditions hereinafter stipulated: NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein agreed upon, the CLIENT and the LAW OFFICE, by these presents, have entered, as they hereby enter, into a contract of services whereby the LAW OFFICE shall render legal services to the CLIENT, under the following terms and conditions: 4. The term or duration ofthis contract shall be for one (1) year effective upon signing of this agreement and shall automatically renewed on a year to year basis unless either party pre-terminates the ssame upon serving a thirty (30) day-prior written notice to the other party, without need of cause; 2, The LAW Office, while in the performance of its duties, shall be entiled to a fixed monthly retainer fee of PESOS: Seven Thousand Pesos (P7,000.00); 3, The LAW OFFICE shall make itself available for ready consultation by the CLIENT or its duly authorized officers in all matters or business requiring legal advice and opinion affecting the said corporation in general. Writen opinions rendered by the LAW OFFICE on matters affecting the business and operations ofthe corporation shall be subject to confirmations; 4, The LAW OFFICE shall render documentation and notarial services to the CLIENT as part ofthis Tetainership. Client documents shall be notarized free of charge while documents requiring the @ patticipation and signature ofa paty other than the Client shall be subject to fees or charge atthe folowing 4 rates: Deed of Sale of Real Property: .25% 5. In case of extra-judicial foreclosure of mortgage endorsed to the LAW OFFICE by the CLIENT, the attomey's fees shall be atthe rates provided as follows: Five Percent of the total amount of the property to be foreclosed 6. In collection cases other than extra-judicial foreclosure of mortgage, the attomey's fees shall be at the rates provided as follows: Five Percent of the total amount to be collected 7. The LAW OFFICE shall handle other cases as referred to it by the CLIENT for a fee that shall be determined by mutual agreement of the law firm and the CLIENT, on a case to case basis, such as, but not limited to, all suits or cases for or against the CLIENT, including officers and employees of the CLIENT sued in their offcial capacity; 8, The LAW OFFICE shall not compromise or settle judicially or extra-udicially any account, foreclosure proceeding or suit wherein the CLIENT is a party, without the written consent and conformity of the CLIENT or his duly authorized officer, 9, Routinary expenses for mailing of demand letters, pleadings to court and copies thereof to adverse parties, costs of photocopy of evidentiary documents, payment of stenographic notes,costs of publications of notices, as well as fling fees and other legal expenses in court and other appropriate government offices shalll be for the account of the CLIENT; 10. The LAW OFFICE shall, whenever requested by the CLIENT take immediate measures to investigate the facts and ascertain the legal position of the CLIENT concerning any accidents, claim or liability, and shall on such cases do what may be required forthe protection of the CLIENT. The LAW OFFICE may represent the CLIENT in all suits and proceedings pending or which may be pending in Bacolod City or its environs wherein the CLIENT is a party, or its rights or interest are involve, at the direction of the CLIENT; 11. The LAW OFFICE shall keep in its office a docket of record in which it shall cause to be recorded all proceedings connected with any action which the CLIENT is interested and shall keep such other records necessary to preserve a complete history of the business of the CLIENT entrusted to its charge. Said docket and records shall be subject to the inspection and contro! of the CLIENT or his representative; 12. The LAW OFFICE shall submit to the CLIENT at least once every quarter or as often as required, written reports on all pending matters handled by the LAW OFFICE for the CLIENT; 13. The LAW OFFICE in addition to the herein enumerated services, shall well and faithfully serve the CLIENT and shall at all times devote its whole time and attention to the assignments and tasks given and/or entrusted to it by the CLIENT and shall do and perform all such services, acts and things connected therewith a as the CLIENT shall from time to time direct; nor shall the LAW OFFICE at any time get itself in a situation Ss where a conflict of interest may arise between those of the CLIENT and the LAW OFFICE and/or its CLIENTS; . 14, The LAW OFFICE shall not, either during the term of this contract or any time thereafter, use or disclose to any person, office, corporation or entity any confidential information concerning the affairs of the CLIENT which he nay have acquired in the course of or as incident to this contract for its own benefit, or to the 5 detriment or probable detriment of the CLIENT; 15. It is understood and agreed that nothing in this contract shall be construed as establishing the relationship of employer-employee between the CLIENT and the LAW FIRM, including its personnel; ~T. 16. Any violation ofthe terms and conditions ofthis contract by the LAW OFFICE shall give the CLIENT the option to rescind or cancel immediately the contract without necessity of judicial proceedings; 17. The CLIENT reserves the right to terminate this Agreement without need of cause or reason upon thitty- day written notice to the LAW OFFICE. IN WITNESS WHEREOF, the parties have signed this instrument this at . Philippines. SIGNED IN THE PRESENCE OF Ppa