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RETAINER CONTRACT KNOW ALL MEN BY THESE PRESENTS: This CONTRACT made and executed by and between: _____________,

a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office at ____________ Philippines and represented in this act by its , hereinafter referred to as "FIRST PARTY"; --------------, of legal age, Filipino, with residence address at-------------------, hereinafter referred to as the "SECOND PARTY" WITNESSETH: That WHEREAS, the SECOND PARTY has offered its professional legal services to the FIRST PARTY and FIRST PARTY agrees to retain the professional legal services of the SECOND PARTY 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 FIRST PARTY and the SECOND PARTY, by these presents, have entered, as they hereby enter, into a contract of services whereby the SECOND PARTY shall render legal services to the FIRST PARTY, under the following terms and conditions: 1. The term or duration of this contract shall be for -___________effective upon signing of this agreement and shall automatically renewed on a quarterly basis ________________ unless either party pre-terminates the same upon serving a thirty (30) day-prior written notice to the other party, without need of cause; 2. The SECOND PARTY, while in the performance of its duties, shall be entitled to a fixed monthly retainer fee of PESOS: --------------------3. The SECOND PARTY shall make itself available for ready consultation by the FIRST PARTY or its duly authorized officers in all matters or business requiring legal advice and opinion affecting the said corporation in general. Written opinions rendered by the SECOND PARTY on matters affecting the business and operations of the corporation shall be subject to confirmations; 4. The SECOND PARTY in addition to the herein services, shall well and faithfully serve the FIRST PARTY and shall devote twenty five (25)

hours per month in the office to perform tasks entrusted to her by the FIRST PARTY and shall do and perform all such services, acts and things connected therewith as the FIRST PARTY shall from time to time direct; 5. In case of court appearances and meetings beyond the twenty five (25) hour- time requirement, appearance fee shall be in the amount of __________________. 6. Any out of pocket expenses, including, among others representation, transportation expenses, mailing, costs of photocopy, payment of stenographic notes, costs of publications of notices, as well as filing fees and other legal expenses in court and other appropriate government offices shall be for the account of the FIRST PARTY; 7. Any violation of the terms and conditions of this contract shall give the parties the option to rescind or cancel immediately the contract without necessity of judicial proceedings;

IN WITNESS WHEREOF, the parties have signed this instrument this _____________ at _____________, Philippines.

First Party

Second Party

SIGNED IN THE PRESENCE OF _________________ _________________