SALES AGENCY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Sales Agency Agreement made and entered into this __ day of
___________ 2015 in Makati City by and between:

x x x x x, a corporation duly organized and existing under

the laws of the Philippines, with principal place of business
at x x x x x, herein represented by its Vice-President and
Chief Operating Officer, x x x x x, (hereinafter referred to as
the “PRINCIPAL”);

- and –

________________ <NAME OF AGENT>, <age>,

<citizenship>, <civil status>, <residential address>
(hereinafter referred to as the “AGENT”).

WITNESSETH:

WHEREAS, PRINCIPAL is in need of Sales Agents for its x x x x PLATFORM

and SYSTEM;

WHEREAS, the AGENT has offered his services to the PRINCIPAL as a Sales
Agent;

WHEREAS, the AGENT is fully-aware and understands that his compensation is

purely on commission basis only;

NOW, THEREFORE, for and in consideration of the foregoing premises, the

mutual covenants and conditions herein contained and other good and valuable
considerations, the parties hereto mutually agree as follows:

1. TERM. The term of this Agreement shall be for a period of __ months, beginning
on _________ <date>, and renewable upon mutual agreement of the parties,
unless it is sooner terminated by the PRINCIPAL.

2. SERVICES. As a Sales Agent of the PRINCIPAL, the AGENT shall promote,

market, and sell the x x x x PLATFORM and SYSTEM of the PRINCIPAL, as
well as the products of the Platform and System to corporations, employers, and
other entities who are qualified to avail of the same.

3. COMMISSION.
a. For and in consideration of the services to be performed by the AGENT, he
shall receive a Sales Commission of up to two percent (2%) of the “Total
Generated Sales”. The AGENT is completely aware and understands that he
shall be purely on commission basis only, and will not be provided with any
basic pay.

b. For the purposes of this Agreement, “Total Generated Sales” shall mean the
actual sales / actual orders made by the employees of the corporations,
employers, and other entities which have signed a Memorandum with the
PRINCIPAL through the efforts of the AGENT.

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 c. The Sales Commission of the AGENT shall be computed and paid on a
monthly basis.

4. ALLOWANCE.
a. Transportation. The AGENT shall be entitled to a weekly transportation
allowance of One Thousand Pesos (P1,000), which shall be subject to proper
accounting, including submission of sales report and receipts.

b. Representation Expense. Upon authority given by the PRINCIPAL, the

AGENT may incur representation expense for a sum previously approved by
the PRINCIPAL. Reimbursement of said expense will only be made upon
presentation of official receipt.

5. BEST EFFORTS. The AGENT agrees to devote his best efforts to secure clients
for the PRINCIPAL, and to conform to the best of his abilities with the general
instructions of the PRINCIPAL given by any of its authorized representatives.

If any client of the PRINCIPAL, which was secured by the AGENT, refuses to
make payment, the AGENT shall use his best efforts to assist the PRINCIPAL in
collecting payment from the said client.

6. CONFIDENTIALITY CLAUSE. The AGENT shall not, either during the term of
this Agreement or any time thereafter, use or disclose to any person, firm or
corporation any information concerning the business or affairs of the PRINCIPAL
which he may have acquired by reasons of his employment, for his own benefit
or to the detriment of the PRINCIPAL.

7. CONFLICT OF INTEREST. The AGENT may engage in any other business,

occupation or activity provided that such business, occupation or activity does
not, in PRINCIPAL’S opinion, cause a breach of or conflict with any of the
AGENT’S obligations under this Sales Agency Agreement or a conflict with
PRINCIPAL’S interest.

8. NO EMPLOYER-EMPLOYEE RELATIONSHIP. As a sales agent purely on

commission basis, the AGENT understands that there shall be no employee-
employer relationship between him and the PRINCIPAL. The parties herein are
independent contractors of each other.

9. TERMINATION. The PRINCIPAL may terminate, this Agreement with cause for
breach by AGENT of any provision of this Agreement provided that written notice
of breach has been given to AGENT and such breach has not been cured within
fifteen (15) days after delivery of such notice.

The PRINCIPAL may also terminate this Agreement without any cause, and in its
sole discretion, by providing thirty (30) day notice to the AGENT, prior to the
intended date of termination.

10. NON-ASSIGNABILITY. Neither party shall assign its rights or obligations nor
delegate the performance of its duties under this Agreement without the prior
written consent of the other party.

11. AMENDMENT. No amendment, modification or addition to the Agreement shall

be binding upon either party unless reduced in writing and duly executed by each
of the parties in the same manner as the execution of the Agreement.

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 12. NON-WAIVER. No waiver of a breach of the terms of this Agreement shall be
effective unless made in writing, duly signed and furnished to the other party, and
no such waiver shall be deemed a waiver of any other existing or subsequent
breach.

13. VENUE. All actions arising from the implementation and enforcement of this
Agreement shall be exclusively filed in the proper courts of Makati City, all other
venues being expressly waived.

14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement

between the parties concerning the subject matter hereof, and supersedes all
prior communications or agreements, written or oral, and is intended to be a
complete and exclusive statement of the terms and conditions between the
parties.

IN WITNESS WHEREOF, the parties hereto have signed this instrument this ___
day of _____________ 2015 at City of Makati.

xxxxx ___________________
Principal Agent

By:

xxxxx

SIGNED IN THE PRESENCE OF:

___________________ ____________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

Makati City ) S.S.

BEFORE ME, a Notary Public for and in the City of Makati, this ___ day of __________
2015, personally appeared:

NAME DETAILS OF IDENTIFICATION

xxxxx ________________________
____________ ________________________

known to me and to me known to be the same persons who executed the foregoing instrument
consisting of four (4) pages, including this page wherein this Acknowledgment is written and
acknowledged to me that the same are 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. ____
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Series of 2015.