Form 07
SALES AND MARKETING AGREEMENT
Know All Men By These Presents: This Agreement entered into this ____ day of _______ 2004 by and between:
_________________________________________________ _________________________________________________ _________________________________________________ hereinafter referred to as the COMPANY; -
and _______________ _________________ __ a !or" !or"or orat atio ion n d#ly d#ly in!or in!or"o "ora rate ted d and and organi organi$ed $ed #nder #nder Phili Phili""i ""ine ne %aw %aw with with b#sine b#siness ss addres addresss at ___________________ and d#ly re"resented by its __________________ hereinafter referred to as the SERVICE PROVIDER ;
WHEREAS, the COMPANY is in the b#siness of man#fa!t#ring mi&ing de'el de'elo" o"in ing g im"r im"ro' o'in ing g dist distri rib# b#ti ting ng and and sell sellin ing g on a whol wholee sale sale basi basiss and and dis"osing dis"osing of in b#l( b#l( and in large large )#antities )#antities all its "rod#!ts "rod#!ts of of e'ery (ind (ind and !hara!ter and any and all "rod#!ts and by-"rod#!ts thereof and all other arti!les !onne!ted with or in!ident to s#!h man#fa!t#re and sale for any and all #ses #nder the brand names of __________* WHEREAS, the COMPANY re!ogni$es the need to engage the ser'i!es of a +er'i!e Pro'ider with a !ore !om"eten!e in mar(eting and selling the 'ario#s "rod#!ts of the !om"any to a s"e!ifi! geogra"hi!al lo!ation to in!rease its sales o#t"#t; WHEREAS, the SERVICE PROVIDER is is interested to 'ent#re into the b#siness of mar(eting and distrib#ting ,ame of Prod#!ts . of e'ery (ind and !hara!ter as well as to sell and mar(et the same hereinafter referred to as the PRODUCTS;
is !onfident as to its ability to WHEREAS, the SERVICE PROVIDER is COMPANY to its 'ario#s sell sell and mar( mar(et et the the 'ari 'ario# o#ss PRODUCTS of th the COMP 'ario#s distrib#tion networ(; WHEREAS, the COMPANY a#thori$es the SERVICE PROVIDER to a!t as its e&!l#si'e sales and mar(eting +er'i!e Pro'ider !o'ering the entire ,Area. effe!ti'e from the date this agreement is entered and will e&"ire witho#t need of any noti!e one year thereafter or on _____________; NOW THERE THEREFOR FORE, E, based #"on the foregoing "remises the "arties here hereto to agre agreee to ente enterr into into an agree agreeme ment nt base based d on the the foll followi owing ng term termss and and !onditions: I.
INTERPRETATION
/* n thi this Agre Agreem emen entt #nl #nless ess the the !ont !onte& e&tt othe otherrwise wise re)# re)#iires res the the fol followi owing words and e&"ressions shall ha'e the following meanings:
2*
1B#siness
means the "romotion of the PRODUCTS, soli!itation and referrals of orders to the 3om"any by the +er'i!e Pro'ider and all matters an!illary thereto;
1ntelle!t#al Pro"erty
Means set o#t trade mar(s5"atents6 and any "atent !o"yright ind#strial design trade mar( and5or ser'i!e mar( rights s#bsisting #nder any written law or the !ommon law whether or not any of them are registered and in!l#ding a""li!ations for registration of any of the foregoing and all forms of "rote!tion of a similar nat#re or ha'ing similar effe!t whi!h may s#bsist in the 7e"#bli! of the Phili""ines and5or anywhere in the world in!l#ding any s#!h rights s#bsisting #nder any li!enses;
1Pri!es
Means the "ri!es of the P rod#!ts as set o#t in the 3om"any Prod#!ts %ist in for!e for the time being;
1Prod#!ts
Means s"e!iali$ed high )#ality "rod#!ts for 'ario#s "#r"oses for #se in a""li!able ind#stry as listed in the 3om"any Prod#!ts %ist in for!e for the time being;
13om"any Prod#!ts %ist
Means the list of "rod#!ts whi!h the 3om"any may in its absol#te dis!retion iss#e from time to time and any a""li!able amendments or 'ariations thereof;
1Territory
Means the territories set o#t in the last 897A+ 3la#se;
1ear
Means a "eriod of <=> days*
n this Agreement #nless there is something in the s#b?e!t or !onte&t in!onsistent with s#!h !onstr#!tion or #nless it is otherwise e&"ressly "ro'ided: ,a.
words denoting one gender in!l#de all other genders and words denoting the sing#lar in!l#de the "l#ral and 'i!e 'ersa;
,b.
words denoting "ersons in!l#de !or"orations and 'i!e 'ersa and also in!l#de their res"e!ti'e estate "ersonal re"resentati'es s#!!essors in title or "ermitted assigns as the !ase may be;
,!.
any referen!e to a 897A+ !la#se s!hed#le or "arty is to the rele'ant 897A+ !la#se s!hed#le or "arty of or to this Agreement and any referen!e to this Agreement or any of the "ro'isions hereof in!l#des all amendments and modifi!ations made to this Agreement from time to time in for!e;
,d.
any referen!e to a stat#tory "ro'ision in!l#des any modifi!ation !onsolidation or re-ena!tment thereof for the time being in for!e and all stat#tory instr#ments or orders made "#rs#ant thereto;
2
,e.
<*
any referen!e to 1writing or !ognate e&"ressions in!l#des any !omm#ni!ations effe!ted by tele& !able fa!simile transmission or other !om"arable means*
The 897A+ !la#se and +!hed#les of and to this Agreement shall ha'e the effe!t of and be !onstr#ed as an integral "art of this Agreement b#t in the e'ent of any !onfli!t or dis!re"an!y between any of the "ro'isions of this Agreements s#!h !onfli!t or dis!re"an!y shall for the "#r"oses of inter"retation and enfor!ement of this Agreement be resol'ed by: ,a.
gi'ing the "ro'isions !ontained in the !la#ses of this Agreement "riority and "re!eden!e o'er the "ro'isions !ontained in the 897A+ !la#se and s!hed#les of this Agreement; and
,b.
gi'ing the "ro'isions in the +!hed#les of this Agreement "riority and "re!eden!e o'er the "ro'isions !ontained in the 897A+ !la#se to this Agreement;
4*
The headings in this Agreement are inserted merely for !on'enien!e of referen!e and shall be ignored in the inter"retation of any of the "ro'isions herein !ontained*
>*
Time where'er mentioned shall be deemed to be of the essen!e of this Agreement*
II. APPOINTMENT
/*
The 3@MPA hereby a""oints the +73 P7@7 as its e&!l#si'e +er'i!e Pro'ider and the +73 P7@7 hereby a!!e"ts the a""ointment notwithstanding that the 3om"any reser'es the right:
(a)
at anytime and from time to time to 'ary the Pri!es of any or all of the PRODUCTS witho#t "rior noti!e to the +er'i!e Pro'ider;
(b)
to 'ary the PRODUCTS witho#t !ons#ltation with the +er'i!e Pro'ider either by ma(ing s#!h !hanges in the design "rod#!tion or "a!(aging of the PRODUCTS as the 3om"any shall thin( fit or by the withdrawal of "rod#!ts or a !lass of "rod#!ts from or the addition of f#rther "rod#!ts or of a !lass of "rod#!ts to the PRODUCTS as defined in 3la#se /*/ hereto;
(c)
to re'iew red#!e or enlarge and or otherwise 'ary the s!o"e of the Territory based on mar(et re)#irements whi!h re)#irements shall be determined by the 3om"any in its sole dis!retion;
()
to a!!e"t or de!line any order from any !#stomer referred to the 3om"any by the +er'i!e Pro'ider for a ?#stifiable reason5s and
3
(!)
III.
to s#"er'ise and reg#late the !ond#!t of any and all of the +er'i!e Pro'iderCs re"resentati'es*
DUTIES AND O"LIGATIONS OF THE SERVICE PROVIDER
#. d#ties and obligations:
The SERVICE PROVIDER has the following
*2
The role of the +er'i!e Pro'ider is solely to "romote and mar(et and sell the P7@D3T+ of the 3om"any* n so doing it shall refer all "ros"e!ti'e !#stomers to the 3om"any after the +er'i!e Pro'ider has obtained all "rod#!t s"e!ifi!ations and re)#irements to enable the 3om"any to re!ommend s#itable system5s and "rod#!t5s*
*<
The +er'i!e Pro'ider will at all times "ro'ide the 3om"any with !om"lete and no'el information with res"e!t to its "ros"e!ti'e !#stomers* This !onfidential information shall be treated as !om"lete information when the following details ha'e been dis!losed; *<*/
3om"lete ame of the Pros"e!ti'e 3#stomer
*<*2 Prod#!t 7e)#irement of the Pros"e!ti'e 3#stomer *<*<
7e!ei"t of Eormal Prod#!t @ffering by the Pros"e!ti'e 3#stomer whene'er a""li!able;
E#rthermore the 3om"any shall !onsider the abo'e information as no'el if and only if no other +er'i!e Pro'ider or the 3om"anyCs own sales "ersonnel has e'er tendered a Eormal Prod#!t @ffering as "ro'ided for in "aragra"h /*<*< @n!e the 3om"any had re!ogni$ed the information as no'el and !om"lete a Eormal oti!e will then be sent to the +er'i!e Pro'ider* *4
The +er'i!e Pro'ider may !laim !redit o'er any !losed sales transa!tion with a "ros"e!ti'e !#stomer only when the 3om"any has iss#ed a Eormal oti!e that the information is no'el and !om"lete* 3onse)#ently the +er'i!e Pro'ider !annot lay !laim to whatsoe'er right of !redit in any !losed sales transa!tion that may be made by the 3om"any with the "ros"e!ti'e !#stomer witho#t re!ei"t of the Eormal oti!e d#ly iss#ed by the 3om"any* The +er'i!e Pro'ider shall e&ert its best efforts to "romote dis"lay and sell the PRODUCTS. P#rs#ant thereto the +er'i!e Pro'ider will be re)#ired to s#bmit a mar(eting and sales "lan in!l#si'e of its ann#al sales fore!ast* The mar(eting and sales "lan m#st be d#ly s#""orted by 'erifiable data* The +er'i!e Pro'ider is a#thori$ed to engaged the ser'i!es of !ons#ltants for this "arti!#lar "#r"ose* 9owe'er all e&"enses in!#rred in !arrying o#t "romotional and mar(eting a!ti'ities for the 3om"any shall be for the a!!o#nt of the +er'i!e Pro'ider* n the e'ent whereby it is ne!essary for the 3om"any to sho#lder the e&"enses related thereto "rior a""ro'al from the 3om"any m#st be se!#red* n this
4
regard the 3om"any reser'es the right to re)#est s#!h 'erifiable data and information to enable it to ma(e a de!ision* To ins#re that the P7@D3T+ of the 3om"any are diligently "romoted the +er'i!e Pro'ider shall in this relation "erform the following at the e&"ense of the 3om"any:
2*
<*
,i.
"ersonal 'isits to and !orres"onden!e with "otential "#r!hasers of the PRODUCTS;
,ii.
ad'ertising and distrib#tion of "#bli!ity matter s#b?e!t to the s"e!ifi! "rior a""ro'al in writing by the 3om"any of the form and e&tent of s#!h ad'ertising and "#bli!ity matter;
,iii.
attendan!e at trade shows #"on the instr#!tions of the 3om"any; and
,i'.
em"loyment of s#!h member of s#itably )#alified "ersonnel as is reasonably re)#ired for the !ond#!t of the B#siness*
The +er'i!e Pro'ider re"resents and warrants that: 2*/
t has the f#ll legal right a#thority and !a"a!ity to enter into and "erform this Agreement;
2*2
t has obtained and will for the d#ration of this Agreement d#ly maintain any and all re)#isite stat#tory go'ernmental or reg#latory li!enses "ermits a""ro'als and !onsents to !arry o#t the a!ti'ities and "erform the obligations !ontem"lated #nder this Agreement; and
2*<
There is no "ending or threatened litigation or arbitration "ro!eedings the nat#re of whi!h is li(ely to ha'e an ad'erse effe!t on its ability to f#lfill the terms and !onditions herein*
The foregoing obligations and warranties notwithstanding the Pro'ider f#rther #nderta(es: <*/
+er'i!e
not to do any a!t or omit from doing any a!t or !onsent to any a!t being done; and <*2 not to "ermit its em"loyees +er'i!e Pro'iders or ser'ants to do any a!t or omit from doing any a!t or !onsent to any a!t being done; in relation to the B#siness if s#!h a!t omission or !onsent will or is li(ely to !a#se the 3om"any to be in brea!h or 'iolation of any a""li!able law stat#te or reg#lation or !a#se the 3om"any to be at ris( of any stat#tory or reg#latory san!tion or !ens#re or "la!e the 3om"any at ris( of liability in res"e!t of !laims raised by third "arties or shall be in the 3om"anyCs o"inion to be detrimental or "re?#di!ial to the 3om"anyCs re"#tation or b#siness*
5
4*
D"on a!!e"tan!e of its a""ointment the +er'i!e Pro'ider shall not be !on!erned or interested either dire!tly or indire!tly in the man#fa!t#re "rod#!tion im"ortation sale or ad'ertisement of any goods in the Territory whi!h are li(e or similar to the P7@D3T+ whi!h is li(ely to or whi!h the 3@MPA deems to !om"ete or interfere with the sale of any of the PRODUCTS, witho#t the "rior written !onsent of the 3om"any* This "rohibition stands effe!ti'e for a "eriod of two years after termination of the !ontra!t#al relationshi" between the "arties*
>*
The +er'i!e Pro'ider m#st se!#re the "rior written !onsent of the 3om"any for any material !hange in the management or !ontrol of its b#siness* The 3om"any m#st li(ewise be informed whene'er the President and the 9ead of Mar(eting of the +er'i!e Pro'ider will be re"la!ed*
=*
The +er'i!e Pro'ider shall "ass on any information whether material or not to the 3om"any when s#!h information refers to or may dire!tly or indire!tly assist the 3om"any to effe!t sales or other dealings in the PRODUCTS as well as de'elo" a !om"rehensi'e b#siness analysis or mar(et de'elo"ment in!l#ding b#t not limited to demand and sales fore!asts*
F*
The +er'i!e Pro'ider hereby a!(nowledges that the 3om"any reser'es all the rights to trademar(s disting#ishable mar(s and designs of all the PRODUCTS* The +er'i!e Pro'ider shall ta(e all ste"s ne!essary to ins#re that the !om"anyCs rights will not in any way be infringed and will always be "rote!ted* n this relation the +er'i!e Pro'ider is re)#ired: F*/
ot to !a#se or "ermit anything whi!h may damage or endanger any ntelle!t#al Pro"erty belonging to the 3om"any or the 3om"anyCs title to s#!h "ro"erty or to assist or allow others to do so;
F*2
To notify the 3om"any of any s#s"e!ted infringement of the ntelle!t#al Pro"erty belonging to the 3om"any;
F*<
To indemnify the 3om"any for any liability in!#rred to third "arties for any #se of any ntelle!t#al Pro"erty belonging to the 3om"any otherwise than in a!!ordan!e with this Agreement;
F*4
@n the e&"iry or termination of this Agreement forthwith to !ease to #se any intelle!t#al "ro"erty belonging to the 3om"any e&!e"t as otherwise e&"ressly a#thori$ed by the 3om"any;
F*>
ot to #se any ntelle!t#al Pro"erty belonging to the 3om"any otherwise than as e&"ressly or by im"li!ation "ermitted by this Agreement; and
F*=
ot to #se the trade names or mar(s of the 3om"any or any deri'ation of them in its trading or !or"orate name;
All information a!)#ired by the +er'i!e Pro'ider d#ring the terms of this Agreement are !onsidered "ri'ilege and !onfidential* The +er'i!e
6
Pro'ider shall not at any time di'#lge or allow to be di'#lged to any "erson any of these information e&!e"t to "ersons who ha'e signed a se!re!y #nderta(ing in a form a""ro'ed by the 3om"any* G*
The +er'i!e Pro'ider may with the "rior written !onsent of the 3om"any a""oint s#b-agents for its own b#siness* 9owe'er the 3om"any reser'es the right to im"ose s#!h terms and !onditions as it deems fit for the "ro'ision of s#!h !onsent* Any s#b-agent a""ointed by the +er'i!e Pro'ider shall ha'e no !ontra!t#al relationshi" with the 3om"any*
III. DUTIES AND O"LIGATIONS OF THE COMPANY
/*
The 3om"any shall "ro'ide from time to time the +er'i!e Pro'ider with s!hed#le of PRODUCTS with a minim#m and standard selling "ri!e limits* The initial sales lists that may hereinafter be iss#ed by the 3om"any forms "art of this Agreement*
2*
The 3om"any shall dire!tly s#bmit a Eormal Pri!e H#otation to the +er'i!e Pro'ider* Prior thereto all selling "ri!es indi!ated in the Eormal Pri!e H#otation shall ha'e been "re'io#sly agreed #"on by both the 3om"any and the +er'i!e Pro'ider* The 3om"any reser'es the right to 'ary the "ri!es where it deems fit "ro'ided that the !onsent of the +er'i!e Pro'ider shall ha'e been obtained*
<*
The 3om"any shall sell dire!tly to the Pros"e!ti'e 3#stomers referred by the +er'i!e Pro'ider* n this !onne!tion all !ontra!t#al do!#ments deemed ne!essary to effe!t a !losed sales transa!tion will be entered into by and between the 3om"any as seller and the +er'i!e Pro'ider as b#yer* The 3om"any will iss#e all sales in'oi!es and deli'ery re!ei"ts*
4*
The 3om"any reser'es the right to a!!e"t or de!line any order from any Pros"e!ti'e 3#stomer referred by the +er'i!e Pro'ider for a ?#stifiable reason5s*
>*
The 3om"any shall "ro'ide all sales materials whi!h in!l#des among others "rod#!t bro!h#res as well as te!hni!al assistan!e whene'er re)#ested by the +er'i!e Pro'ider to enable it to effe!ti'ely mar(et and "romote the PRODUCTS. The 3om"any will not !harge the +er'i!e Pro'ider any fee in !onsideration for the release of any sales materials or in the rendition of any te!hni!al assistan!e* 9owe'er the 3om"any reser'es the right to fa'orably a!!ommodate or deny the re)#est of the +er'i!e Pro'ider*
IV. SERVICE FEES
/*
The !om"#tation of the +er'i!e Eees shall be e)#i'alent to ______I of the sales "ri!e based on the iss#ed sales in'oi!e or offi!ial re!ei"t to the !#stomer b$% !&c'$* +a'$! a! %a& and !ost of trans"ortation*
2*
The foregoing rates of ser'i!e fees shall be maintained by the COMPANY "ro'ided that the !#stomers referred to by the +er'i!e Pro'ider maintains a !redit term of only =0 days with a gra!e "eriod of <0 days to f#lly "ay its sales orders*
7
<*
The +er'i!e Pro'ider will re!ei'e only >0I of the !om"#ted ser'i!e fees if the !#stomer referred by it "ays the 3om"any beyond J0 days from date of deli'ery b#t not to e&!eed /20 days*
4*
The +er'i!e Pro'ider forfeits its !ommission if the !#stomer referred by it "ays the COMPANY beyond /20 days from date of deli'ery*
>*
All ser'i!e fees shall be s#b?e!t to the a""ro"riate withholding ta&es as "ro'ided for #nder the a""li!able ta& laws and !onsistent with e&isting re'en#e reg#lations or other iss#an!es of the B#rea# of nternal re'en#e ,B7.*
V.
MISCELLANEOUS PROVISIONS
/*
n the e'ent of any dis"#te that may arise between the +er'i!e Pro'ider and a !#stomer or "ros"e!ti'e !#stomer for that matter it shall be the d#ty of the +er'i!e Pro'ider to inform and "ro'ide details of the !ir!#mstan!es behind the dis"#te to the 3om"any* The +er'i!e Pro'ider shall a#thori$e the 3om"any at its absol#te dis!retion to inter!ede in its behalf* The 3om"any on the other hand shall inform the +er'i!e Pro'ider in writing of its intention to inter'ene* @ne the 3om"any inter'enes then the +er'i!e Pro'ider is "rohibited from instit#ting or initiating any "ro!eeding whether in !o#rt arbitration mediation or any mode of resol'ing !ontra!t#al dis"#tes in res"e!t of it or to enter into any !om"romise with a !#stomer or "ros"e!ti'e !#stomer witho#t "rior written !onsent of the 3om"any*
2*
Any dis"#te that may arise between the 3om"any and the +er'i!e Pro'ider arising from this Agreement or any matter related hereto or !losely !onne!ted herewith whi!h ne!essitates the instit#tion of a formal !om"laint before the trial !o#rt m#st only and e&!l#si'ely be filed at the 3ity of Ma(ati*
<*
The 3om"any shall not be res"onsible for any a!t negligen!e or defa#lt of the +er'i!e Pro'ider or its em"loyees ser'ants or agents* othing in this Agreement shall !onstit#te or be deemed to !onstit#te a "artnershi" between the "arties hereto for any "#r"ose whatsoe'er* All em"loyees of the +er'i!e Pro'ider shall ha'e no !ontra!t#al relationshi" with the 3om"any*
4*
n the e'ent that any e&!l#sion or limitation of liability !ontained in this Agreement shall be held to be in'alid for any reason and the 3om"any be!omes liable for loss or damage that it may otherwise ha'e been lawf#l to limit or e&!l#de s#!h liability in res"e!t of an e'ent or a series of !onne!ted e'ents arising o#t of or in !onne!tion with the Agreement whether in !ontra!t tort or otherwise shall be limited to the amo#nt of d#e and demandable ser'i!e fees less any a""ro"riate ded#!tions based on a !losed transa!tion or any fi&ed fee if the same has "re'io#sly been agreed #"on whi!he'er is lower* E#rther any liability whate'er arising #nder the terms !onditions or "ro'isions of this Agreement or otherwise shall be deemed to end si& ,=. months after the date the +er'i!e Pro'ider o#ght reasonably to ha'e (nown of the e'ent gi'ing rise to the liability* Eor the a'oidan!e of do#bt the +er'i!e Pro'ider a!(nowledges and agrees that no
8
!laims or a!tions !an 'alidly be made after si& ,=. months following s#!h date* =*
either "arty shall be liable for any fail#re or delay in "erforming its obligations "#rs#ant to this Agreement if s#!h delay is d#e to !ir!#mstan!es beyond its reasonable !ontrol in!l#ding b#t not limited to a!ts of od meteorologi!al "henomena floods weather !onditions or other !atastro"hes national emergen!ies ins#rre!tions riots wars fires labo#r dis"#tes stri(es lo!(o#ts or wor( sto""ages embargoes and any law order reg#lation or other a!tion of any go'ernment a#thority reg#latory body or agen!y thereof* f any s#!h delay or fail#re !ontin#es for the "eriod of more than fifteen ,/>. days either "arty shall be entitled to terminate this Agreement by gi'ing no less than thirty ,<0. days written noti!e to the other "arty*
F*
This Agreement shall s#"ersede and re'o(e any "re'io#s agreement of the same nat#re made by and between the "arties hereto in res"e!t of the PRODUCTS.
G*
The !osts of and in!idental to the stam"ing of this Agreement shall be borne by the +er'i!e Pro'ider* a!h "arty shall bear its own !osts ,if any. in !onne!tion with the "re"aration and e&e!#tion of this Agreement*
J*
All rights not s"e!ifi!ally and e&"ressly granted to the +er'i!e Pro'ider by this Agreement are reser'ed to the 3om"any*
/0*
a!h 3la#se hereof shall be deemed to be inde"endent and the in'alidity or #nenfor!eability of any s#!h 3la#se shall not affe!t the 'alidity or enfor!eability of any other 3la#se of this Agreement*
//*
o fail#re or delay on the "art of the 3om"any in e&er!ising any "ower or right here#nder shall o"erate as a wai'er thereof nor shall any single or "artial e&er!ise of s#!h right or "ower "re!l#de any other or f#rther e&er!ise thereof or the e&er!ise of any other right or "ower thereof*
/2*
This Agreement is "ersonal to the +er'i!e Pro'ider who shall not witho#t the "rior written !onsent of the 3om"any assign transfer or dis"ose of the whole or any "art,s. of its rights interests title benefits remedies liabilities and5or obligations here#nder* The 3om"any shall be entitled to transfer the whole or any "art of its rights or interest herein and5or "erform any of the obligations #nderta(en by it here#nder to or thro#gh any of its related !or"oration any of its "resent or f#t#re "arent !om"any s#bsidiaries or affiliates whether wholly "artially dire!tly or indire!tly owned or to any !ombination of the foregoing*
/<*
The 3om"any shall be entitled to s#b-!ontra!t any of its obligations herein to third "arty,s.*
/4*
This Agreement shall be binding #"on the "arties hereto their s#!!essors in title and "ermitted lawf#l assigns res"e!ti'ely*
9
/>*
This Agreement and matters !onne!ted with the "erforman!e thereof shall be !onstr#ed inter"reted a""lied and go'erned in all res"e!ts in a!!ordan!e with the laws of the Phili""ines*
/=*
The +er'i!e Pro'ider shall indemnify and (ee" indemnified the 3om"any from and against any and all loss damage or liability s#ffered and all legal fees !osts and e&"enses in!#rred by the 3om"any res#lting from a brea!h of this Agreement in!l#ding any a!t negle!t or defa#lt of the +er'i!e Pro'ider its em"loyees agents li!ensees or !#stomers and any brea!hes res#lting in a s#!!essf#l !laim by any third "arty alleging libel or slander in res"e!t of any matter arising from the !ond#!t of the b#siness*
/F*
All noti!es and !omm#ni!ations "#rs#ant to or in !onne!tion with this Agreement shall be in the nglish lang#age be in writing gi'en by "ersonal deli'ery fa!simile ordinary "ost or "re"aid registered "ost or email or !o#rier ser'i!e* +#!h noti!es and !omm#ni!ations shall be deemed re!ei'ed by the other "arty ,a. in the !ase of "ersonal deli'ery #"on deli'ery; ,b. in the !ase of fa!simile transmission on the first date the fa!simile message is transmitted s#b?e!t to fa& transmission re"ort !onfirmation; ,!. in the !ase of ordinary "ost fi'e ,>. days after "osting; ,d. in the !ase of "re"aid registered "ost three ,<. days after "osting; ,e. in the !ase of e-mail where the "arty sending the e-mail does not within two ,2. days re!ei'e a notifi!ation that the e-mail !annot be deli'ered and ,f. in the !ase of !o#rier two ,2. days after re!ei"t by the !o#rier !om"any* Dnless otherwise s"e!ified by not less than se'en ,F. days noti!e in writing by the "arty in )#estion the address fa!simile n#mber and e-mail address to whi!h noti!es re"orts and other !omm#ni!ations shall be sent are set o#t below:
3om"any 7egistered @ffi!e B#siness fa!simile B#siness -mail
: : : :
+er'i!e Pro'ider B#siness Address B#siness Ea!simile B#siness -mail
: : : :
V.
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TERMINATION OR EPIRY OF THE AGREEMENT
The 3om"any shall ha'e the right to terminate this Agreement by iss#ing a written noti!e as the 3om"any in its absol#te dis!retion shall deem fit in any of the #nder-mentioned e'ents* /*/
f the +er'i!e Pro'ider !ommits a brea!h of any of the term and !ondition of this Agreement*
/*2
f the +er'i!e Pro'ider is fo#nd to ha'e !ommitted any fra#d or other deliberate mis!ond#!t in res"e!t of his trading a!ti'ities or engages in any !ond#!t "re?#di!ial to the mar(eting of the PRODUCTS.
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2*
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f the orders "la!ed by the +er'i!e Pro'ider with and a!!e"ted by the 3om"any do not meet the target s"e!ified as may hereinafter be agreed by the "arties thro#gh an addend#m to this Agreement* n relation thereto the 3om"any and the +er'i!e Pro'ider may agree to amend the said target in writing in a do!#ment d#ly signed by both "arties* n s#!h an instan!e the !hange in the target shall be deemed to ta(e effe!t from the date stated in s#!h do!#ment*
/*4
f the +er'i!e Pro'ider shall go into ban(r#"t!y s#s"ension of "ayments or insol'en!y whether the !ase instit#ted is 'ol#ntary or in'ol#ntary or if a re!ei'er has been a""ointed*
@n!e this Agreement e&"ires or terminated it is the d#ty of the +er'i!e Pro'ider to: 2*/
7et#rn to the 3om"any all stationery sam"les "#bli!ity materials and other mar(eting bro!h#res "ro'ided by the 3om"any;
2*2
7et#rn to the 3om"any all originals and !o"ies of all do!#ments and information in any form; and
2*<
7efrain from f#rther re"resenting itself to the "#bli! as an a#thori$ed mar(eting agent of the 3om"any or in a!ti'ely se!#ring a "ros"e!ti'e !#stomer for the !om"any*
<*
&!e"t for the rights and obligations by the +er'i!e Pro'ider #nder the immediately "re!eding "aragra"h any !ontra!t#al right or obligation emanating from this 3ontra!t is effe!ti'ely terminated and witho#t for!e and effe!t on!e this !ontra!t e&"ires or formally terminated by the 3om"any*
4*
The +er'i!e Pro'ider shall be entitled to 3ommissions only in res"e!t of orders a!!e"ted by the 3om"any from the !#stomers before the date of termination and not in res"e!t of orders transmitted to the 3om"any after that date notwithstanding that the +er'i!e Pro'ider shall ha'e been res"onsible in whole or in "art for the "la!ing of s#!h orders with the 3om"any*
>*
The +er'i!e Pro'ider may li(ewise terminate this Agreement by formally informing the 3om"any of its intention to do so and a formal a!(nowledgement in writing by the 3om"any is deemed ne!essary before this Agreement is effe!ti'ely terminated* The date of termination #nder this "aragra"h is the date the formal a!(nowledgement is dated*
8T++ 897@E the "arties ha'e #nto set their hands on the date at the "la!e first abo'e-mentioned*
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___________________________*
___________________________
By:
By:
____________________________
___________________________
+igned in the "resen!e of:
____________________________
___________________________
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