AGENCY

This Agency Agreement (“Agreement”) is made and executed this ______ day of
_____________ in __________________, Metro Manila, Philippines, by and between:

_________________________, a corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines, with
principal address at __________________, represented herein by its
President, _________________, and hereinafter referred to as the
"Principal";

- and -

[NAME OF AGENT], legal age, Filipino, and with postal address at

__________________________________________________________,
and hereinafter referred to as the “Agent”;

(The Principal and Agent may each be referred to as a “Party” or together as “Parties”.)

WITNESSETH:

WHEREAS, the Principal is in the business of providing transportation services

for passengers and cargo within and without NCR to various provinces in Region 1, and
is in need of a competent and qualified person who shall market its services;

WHEREAS, the Agent represents that s/he is able, competent and willing to
provide such marketing services in a skillful, efficient and timely manner, suitable to the
needs of the Principal;

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

hereby engages the services of the Agent and the Agent hereby accepts such
engagement subject to the following terms and conditions:

Section 1 – Term

1.1 This Agreement shall remain effective for a period of _______ (___) year/months
(“Term”) to commence on ___________ until ___________.

1.2 The Term of this Agreement may be extended or renewed upon mutual
agreement of the parties in writing.

Section 2 – Scope of Services

1
2.1. The Agent shall market, secure clients and perform such other services in
connection with the nature of the business as may later be deemed necessary by
the Principal.

2.2 The Agent’s engagement is not exclusive and the Principal reserves the right to
designate other persons or entities to perform similar or additional services.

2.3 The Principal will provide the Agent with information that the Principal deems
necessary and required to enable the Agent to perform his/her obligations. The
Principal shall, at all times, own all proprietary rights and interests over all
research papers, studies, data and such other information or intellectual
properties made available to or produced by the Agent in connection with his/her
performance of the services.

Section 3 –Commission/Fees

3.1 In consideration of the services to be rendered by the Agent, Agent shall receive
a commission/fee in the amount and in accordance with the terms set forth and
agreed upon in a separate instrument, to be annexed unto this Agreement, prior
to the engagement of each client.

3.2 All applicable taxes related to the commissions received under this Agreement
shall be borne by the Agent.

3.3 The Agent shall be entitled to reimbursement for necessary expenses incurred in
the performance of the contracted services, provided that said expenses are duly
authorized and/or incurred with the prior written approval of the Principal, or his
authorized representative, and duly supported by official receipts in accordance
with the Principal’s regulations and procedures to support all claims for
reimbursement of all authorized expenses s/he has incurred.

Section 4 – Representations and Warranties of the Agent

The Agent covenants, warrants and represents that:

4.1 S/he has the legal capacity to enter this Agreement and perform the services
contracted hereunder.

4.2 S/he possesses the qualifications, skill and experience, including the necessary
licenses and permits if any, to render the services required by the Principal.

4.3 There is no conflict of interest caused or occasioned by his/her execution of this

Agreement. Neither shall the Agent engage in any activity or enter into any other
agreement or contract that is in conflict with the Principal’s interest.

2
4.4 S/he shall indemnify and hold the Principal free and harmless from any injury,
damage, or liability or responsibility from any fault or negligence of the Agent,
and/or any acts performed by the Agent beyond the scope of his/her authority.

4.5 The Agent shall, at all times, act in good faith, exert his/her best efforts, carry out
all the terms and provisions of this Agreement and adhere to the highest
professional and ethical standards in the performance of his/her of the services
under this Agreement.

Section 5 – Limitations and Responsibilities of the Agent

5.1 The Agent shall be free to determine the method/s to be applied or means to be
employed in the performance of his/her obligations under this Agreement
provided that, s/he shall at all times, abide by the law and provisions of this
Agreement, as well as comply with the Principal’s company policies, rules,
regulations and reasonable instructions and guidelines.

5.2 S/he shall not make any claims, warranties or promises on behalf of the Principal
except as may be authorized by the Principal in writing.

5.3 S/he shall not, directly or indirectly, engage in, compete or in any manner
participate in any project, transaction, venture or undertaking engaged in by the
Principal during the existence of this Agreement and within ______ (__)
years/months after the expiration or termination of this Agreement. The Agent
shall not, at any time, service any of the Principal’s clients for his/her own.

5.4 S/he shall immediately surrender and turn over all records, documents, materials
or properties related to the Principal or undertaking designed, negotiated or
implemented by him/her together with all the properties placed under his/her
custody and control, upon the termination of this Agreement, or at any time
during the existence of this Agreement if requested by the Principal.

Section 6 – Termination

6.1 This Agreement shall take effect on the effective date and continue unless
terminated at any time in accordance with the provisions of this Agreement or by
either party upon thirty (30) day prior written notice to the other.

6.2 This Agreement may be terminated by the Principal upon the occurrence of any
one (1) of the following:

a. Failure to meet the required “CLIENT CONTACT QUOTA” as determined by

the Principal, which may vary depending on the operational capacity of the
Principal, but in the absence of any specified determination shall be, Thirty
(30) contacted client calls and/or visits per day; Agent shall submit a bi-

3
 monthly report of his/her client contacts every after fifteen (15) days from the
submission of the previous report;

b. Failure to meet the required “NEW CLIENT QUOTA” as determined by the

Principal, which may vary depending on the operational capacity of the
Principal, but in the absence of any specified determination shall either be (1)
Five (5) new accounts per month or (2) Fifty Thousand Pesos (Php50,000.00)
aggregate gross collection for new account sales; and

c. Violation of the Agent of any of the provisions of this Agreement.

Section 7 - Miscellaneous

7.1 The Agent shall, in all its dealings with clients and generally, make it clear that it
acts as agent for the Principal. This Agreement shall not in any way be deemed
to constitute a contract of employment between the parties and their
representatives. Nothing in this Agreement shall create any relationship of
partnership or joint venture between the parties. The Agent shall refrain from
holding itself out as the partner of the Principal or in joint venture with the
Principal. Nothing herein contained shall be construed as granting the Agent the
right to make commitments of any kind for and on behalf of the Principal without
the prior written consent of the Principal.

7.2 The Agent shall neither assign his/her rights or obligations under this Agreement
nor transfer, and shall not delegate the same to another party without the prior
written consent of the Principal.

7.3 This Agreement may be amended or modified only by an instrument in writing

and signed by both parties.

7.4 If any part of this Agreement is rendered illegal, invalid or unenforceable under
applicable law, the remaining sections of this Agreement shall continue to be in
force, provided such remaining sections substantially embody the contractual
agreement of the Parties.

7.5 The failure of a Party to insist on the strict performance of any provision of this
Agreement or to exercise or delay in exercising any right, power or remedy upon
a breach thereof shall not constitute a waiver of any provision of this Agreement
or limit such Party’s right thereafter to enforce any provision or exercise any right
or remedy. No single or partial exercise of any right or remedy under this
Agreement shall prevent any further exercise of this right or remedy or the
exercise of any other right or remedy.

7.6 This Agreement shall be governed by, construed under, and interpreted in
accordance with the laws of the Republic of the Philippines.

4
7.7 In case of litigation arising from disputes relative to this Agreement, the parties
agree to submit to the jurisdiction of the proper courts of Quezon City, to the
exclusion of all others.

7.8 In the event of a court action, the guilty party shall pay the amount of attorney’s
fees equivalent to One Hundred percent (100%) of the total amount claimed by
the other party, which in no case shall be less than Fifty Thousand Pesos (Php
50,000.00), plus costs of suit and litigation expenses that the other party may be
entitled to by law.

IN WITNESS WHEREOF, the parties hereto affix their signature on the date and at
the place first written above.

SIGNED IN THE PRESENCE OF:

______________________ ______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

)S.S.

5
 BEFORE ME, this ________ day of ________ 202_, in
_________________________, Metro Manila, personally appeared:

Name Government issued ID Expiry date/Issued at

known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is their free and voluntary act
and deed and of the corporation represented.

This instrument refers to an AGENCY AGREEMENT that consists of five pages

(5) pages, including the page whereon this acknowledgement is written, and which is
signed by the parties and their instrumental witnesses on each and every page whereof.

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

Doc. No. ____;

Page No.____;
Book No.____;
Series of 202_.