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DEED OF ABSOLUTE SALE

KNOW ALL MEN BY THESE PRESENTS:

I, NAME - , CITIZENSHIP, of legal age, LEGAL STATUS, and with residence and
post-office address at ADDRESS, hereinafter called the SELLER, is the true owner of
SUBJECT PROPERTY described as follows:

Brand :
Make :
Motor Number :
Serial Number/Chassis Number :
Plate Number :

That for and in consideration of the sum of VALUE received from NAME OF
BUYER, CITIZENSHIP, of legal age, LEGAL STATUS, with residence and post-office address
at ADDRESS, by these presents hereby sells, transfers, and conveys unto NAME OF BUYER-,
her heirs and assigns, above-described PROPERTY TYPE, free from liens and encumbrances
(IF SUBJECT TO LEAN, STATE).

IN WITNESS WHEREOF, the SELLER has hereunto set her hand, this DATE, in
PLACE.

_____________________________
NAME OF SELLER
SELLER

Signed in the presence of:

__________________________ __________________________
WITNESS 1 WITNESS 2

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES


NATIONAL CAPITAL REGION } SS
CITY OF MANILA

BEFORE ME, this DATE in the City of_____, REGION, Philippines, personally
appeared SELLER, with Residence Certificate No. _____ issued at PLACE, on DATE, and
B.I.R. TIN No. 123-456-789, known to me to be the same person who executed the foregoing
instrument, and that she acknowledged to me that the same is her free and voluntary act and
deed.

This instrument, consisting of ___ page, includes the page on which this
acknowledgement is written, has been signed on the left margin of each and every page thereof
by SELLER and her witnesses, and sealed with my notarial seal.
IN WITNESS WHEREOF, I have hereunto set my hand, the day, year and place above
written.

NAME OF NOTARY
NOTARY PUBLIC
UNTIL DATE
PTR # 05301965
1/02/2002-MLA IBP # 02121979 1/O2/2002
Roll of Attorneys # 5248050

Not. Reg. No. 789;


Page 12; Book 23;
Series of 2003
CONTRACT TO SELL

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT TO SELL, made and executed this DATE day of MONTH, YEAR by and
between:

NAME OF SELLER /VENDOR , of legal age, STATUS, [married to NAME OF


SPOUSE, if married], CITIZENSHIP, and with residence at ADDRESS, hereinafter referred to
as the "SELLER/VENDOR";

-AND-

NAME OF BUYER/VENDEE, of legal age, STATUS, [married to NAME OF SPOUSE


if married], CITIZENSHIP and with residence at ADDRESS, hereinafter referred to as
the "BUYER/VENDEE".

WITNESSETH;

WHEREAS, the SELLER/VENDOR is the absolute and registered owner of a TYPE OF


PROPERTY [e.g. land] consisting of DESCRIPTION OF PROPERTY [ex. Land area in words
and then numbers], located at ADDRESS OF PROPERTY TO BE SOLD and covered by
Transfer Certificate of Title No. (TCT NUMBER) issued by the Registry of Deeds of NAME
OF MUNICIPALITY/CITY WHERE TCT IS REGISTERED;

WHEREAS, the BUYER/VENDEE has offered to buy and the SELLER /VENDOR has
agreed to sell the above mentioned property under the terms and conditions herein below set
forth;

NOW THEREFORE, for and in consideration of the total sum of AMOUNT OF


CONSIDERATION IN WORDS (Php: CONSIDERATION IN NUMBERS) in CURRENCY,
and of the covenants herein after set forth the SELLER/VENDOR agrees to sell and
the BUYER/VENDEE agrees to buy the aforesaid property subject to the following terms and
conditions:

TERMS AND CONDITIONS

1. The total consideration shall be AMOUNT OF CONSIDERATION IN


WORDS (Php: CONSIDERATION IN NUMBERS) in CURRENCY, payable as follows:

a) The amount of AMOUNT OF EARNEST MONEY IN WORDS (Php:


CONSIDERATION IN NUMBERS) in CURRENCY, representing earnest
money shall be payable by the BUYER/VENDEE to
the SELLER/VENDOR upon signing of this Contract to Sell;

b) The remaining balance in the amount of AMOUNT OF REMAINING


BALANCE IN WORDS (Php: CONSIDERATION IN NUMBERS) in
CURRENCY, shall be paid in Cash on or before ___________, 20__.

c) In case the check representing the payment for the balance provided in
paragraph b hereof, is dishonored by the drawee bank, the earnest money in the
amount of of AMOUNT OF EARNEST MONEY IN WORDS (Php:
CONSIDERATION IN NUMBERS) in CURRENCY, shall be forfeited in
favor of the SELLER/VENDOR.
2. Capital Gains Tax and Real Estate Tax, shall be for the account of
the SELLER/VENDOR;

3. Documentary Stamps Tax, Registration Fee, registration expenses, and all other
miscellaneous fees and expenses shall be to the account of the BUYER/VENDEE;

4. Possession to the subject property shall be delivered by the SELLER/VENDOR to


the BUYER/VENDEE upon full payment of the total consideration;

5. Upon full payment of the total price, the SELLER/VENDOR shall sign and
execute a DEED OF ABSOLUTE SALE in favor of
the BUYER/VENDEE. The SELLER/VENDOR shall likewise execute and/or deliver
any and all documents, including but not limited to the original copy of Transfer
Certificate of Title, Tax Declaration and all other documents necessary for the transfer of
ownership from SELLER/VENDOR to the BUYER/VENDEE.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, this DATE day
of MONTH , YEAR at CITY/MUNICIPALITY, Philippines.

NAME OF SELLER/VENDOR NAME OF BUYER/VENDEE


SELLER BUYER

[if married]
WITH MARITAL CONSENT:

NAME OF SELLERS SPOUSE NAME OF BUYERS SPOUSE

SIGNED IN THE PRESENCE OF:

NAME OF WITNESS 1 NAME OF WITNESS 2

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)


_____________________________ ) SS.

BEFORE ME, a Notary Public, this DAY day of MONTH, YEAR, personally appeared the
following:

Name CTC Number Date/Place Issued


NAME OF SELLER/VENDOR ____________ ______________/______________
NAME OF BUYER/VENDEE ____________ ______________/______________

IN WITNESS WHEREOF, I have hereunto set my hand the day, year and place above written.

Notary Public

Doc. No. ........;


Page No. .......;
Book No. .......;
Series of 20__.
DEED OF ASSIGNMENT

KNOW ALL MEN BY THESE PRESENTS:

I, NAME OF ASSIGNOR, of legal age, STATUS, [married to NAME OF SPOUSE if


married], CITIZENSHIP and resident of ADDRESS, for and in consideration of the sum of
AMOUNT OF CONSIDERATION IN WORDS (AMOUNT OF CONSIDERATION IN
NUMBERS) receipt of which is hereby acknowledged, do hereby assign, cede, transfer and
convey unto NAME OF ASSIGNEE, likewise of legal age, STATUS, [married to NAME OF
SPOUSE if married], ], CITIZENSHIP, and resident of ADDRESS all his/her rights, title,
ownership and interest over TYPE OF PROPERTY TO BE ASSIGNED (e.g.: its subscription
to One Hundred Thousand (100,000) shares of the capital stock of Queen Enterprise Inc.,
including advances due from said corporation). It is, however, understood that the assignee shall
assume any and all unpaid subscription on the said shares.

The assignor hereby irrevocably constitute, name and appoint the assignee to be his/her
true and lawful attorney-in-fact to make representations with the corporate secretary and to cause
the annotation of this assignment in the books of the corporation.

IN WITNESS WHEREOF, the assignor has signed this deed on DATE at


CITY/MUNICIPALITY WHERE DEED IS EXECUTED.

NAME OF ASSIGNOR
Assignor

SIGNED IN THE PRESENCE OF:

NAME OF WITNESS 1 NAME OF WITNESS 2

ACKNOWLEDGMENT

SUBSCRIBED AND SWORN to before me this _____ day of ______________ at


_____________, affiant exhibiting to me his Community Tax Certificate No.
_____________issued on ___________at ____________.

Doc. No. _____;


Page No. _____;
Book No. ____:
Series of 20___.
DEED OF DONATION1

KNOW ALL MEN BY THESE PRESENTS:

This Deed of Donation, made and executed by NAME OF DONOR, of legal age,
LEGAL STATUS, and resident of ADDRESS (Donor) in favor of NAME OF DONEE of
legal age, LEGAL STATUS and resident of ADDRESS (DONEE) WITNESSETH:

That the DONOR is the owner of that certain real property with the buildings and
improvements thereon, situated in ADDRESS, and more particularly described in
Original/Transfer Certificate of Title No. TCT NO. of the land registry of CITY as follows:
DESCRIPTION as recorded in MAP BOOK NO., PAGE NO. at the Recorder of Deeds.
That for and in consideration of AMOUNT OF CONSIDERATION which the
DONOR has for the DONEE, the said DONOR, by these presents, transfers and conveys, by
way of donation, unto said DONEE, his/her heirs and assigns, the above described real property
with all the buildings and improvements thereon, free from all liens and encumbrances;

That the DONOR does hereby state, for the purpose of giving full effect to this
donation, that he/she has reserved for himself/herself in full ownership sufficient property to
support him/her in a manner appropriate to his/her needs;

That the DONEE does hereby accept this donation of the above-described property,
and does hereby express gratitude for the kindness and liberality of the DONOR.
IN WITNESS WHEREOF, the DONOR and the DONEE have signed this deed on
DATE and at PLACE.

NAME OF DONOR
Donor

ACCEPTED:

NAME OF DONEE
Donee

SIGNED IN THE
PRESENCE OF:

WITNESS
1

WITNESS
2

1
For donations of real property.
DEED OF DONATION2

KNOW ALL MEN BY THESE PRESENTS:

This DEED OF DONATION is made and executed by and between:

NAME OF DONOR(S), POSITION, hereinafter (collectively) called the DONOR;

AND

NAME OF DONEES(S), POSITION, hereinafter called the DONEE;

WITNESSETH;

1. That the DONOR is the true and absolute owner of the # unit of PERSONAL
PROPERTY more particularly described as follows:
a. DESCRIPTION OF PROPERTY
b. DESCRIPTION OF PROPERTY
c. DESCRIPTION OF PROPERTY

2. That the DONOR is willing to donate the above-described PROPERTY TYPE


to DONEE, under the CONDITIONS

3. That as an act of generosity with its growing awareness and appreciation of


DONORS PERSONAL CIRCUMSTANCES, and coupled with its willingness
to PERSONAL JUSTIFICATIONS, the DONOR, hereby voluntarily GIVES,
TRANSFERS AND CONVEYS, by way of DONATION, unto the DONEE
the above-described PERSONAL PROPERTY TYPE with all the accessories
found thereon, free from all liens and encumbrances and full warranty of title and
possession under the law

4. That the DONEE hereby accepts and receives this donation made in its favor by
the DONOR and hereby expresses its appreciation and gratefulness for the
kindness and generosity of the DONOR

IN WITNESS WHEREOF, both parties have hereunder subscribed their name this
DATE at the City of CITY, Philippines

NAME OF DONOR
POSITION
ADDRESS

NAME OF DONEE
POSITION
ADDRESS

2
For donations of personal property.
SIGNED IN THE PRESENCE OF

NAME OF
WITNESS
POSITION
ADDRESS
ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)


CITY OF --, M.M. ) S.S.

BEFORE ME, a NOTARY PUBLIC for and in the City of CITY, this DAY
of MONTH AND YEAR, personally appeared:

NAME RC# PASSPORT DATE AND PLACE OF ISSUE

--------------------------- -------------------- ----------------------------------

Known to me and to me known to be the same person who executed the foregoing
DEED OF DONATION and he acknowledged to me that the same is his free and
voluntary act and deed.

WITNESS MY HAND AND SEAL.

DOC. NO. _____;


PAGE NO. _____;
BOOK NO. _____;
SERIES OF -----.
LOAN AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

A contract of loan is herein made in ADDRESS and executed on this DATE of


MONTH AND YEAR by and between:

NAME, CITIZENSHIP, of legal age, and with residence and postal address at
ADDRESS, hereinafter referred to as the "LENDER"

-and-

NAME OF CORPORATION-BORROWER, a corporation duly organized and


existing under and by virtue of the laws of the Republic of the Philippines, with
principal office at ADDRESS, represented herein by its POSITION OF
REPRESENTATIVE, NAME OR REPRESENTATIVE, hereinafter referred to
as the "BORROWER".

WITNESSETH:

WHEREAS, the BORROWER wishes to avail of a __ year loan from the LENDER in
the principal amount of AMOUNT, for the purpose of PURPOSE;

WHEREAS, the LENDER, agrees to extend said loan to the BORROWER subject to the terms
and conditions set forth herein.

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereto
agree as follows:

SECTION 1. DEFINITIONS
As used herein, the following terms shall have the following meanings:
1.1. Interest Rate shall mean the fixed rate of PERCENTAGE PERCENT (_%) INTEREST
per annum.

1.2. Loan shall mean the aggregate principal amount of PHILIPPINE PESOS AMOUNT
granted by the LENDER to the BORROWER hereunder, or the principal amount thereof
from time to time outstanding.

1.3. Repayment Date shall mean the date for the payment of the Loan in full which shall be
NUMBER OF YEARS years from initial Borrowing.

1.4. Xxx

SECTION 2. THE LOAN


2.1. Loan Commitment. The LENDER agrees to lend to the BORROWER the amount of
AMOUNT Philippine currency (hereinafter referred to as the LOAN).

2.2. Interest. The BORROWER shall pay interest at the rate PERCENTAGE per annum on
the principal amount of the LOAN outstanding, commencing on the date on which the
proceeds thereof shall have been released.
2.3. Repayment of the Term Loan. The LOAN shall be repaid by the BORROWER to the
LENDER as follows:
a) On maturity date or DATE, the entire outstanding principal amount of the
original loan amount of AMOUNT shall be due and payable in one balloon
payment.
b) A payment representing the interest shall be due and payable every INTERVAL
until the outstanding amount has been duly paid.
c) Installments of principal in the amount of AMOUNT shall also be due and
payable on INTERVAL hereafter to maturity.
d) All payments made as to this LOAN shall be applied, to the extent thereof, first
to the accrued but unpaid interest and the balance to the unpaid principal.

1.4. Security.

SECTION 3 REPRESENTATIONS AND WARRANTIES

3.1. Organization. The BORROWER is a corporation, duly organized, validly existing and in
good standing under the laws of the Republic of the Philippines and all requisite corporate
power and capacity to own or lease its property, to carry on its business, to enter into
agreements and transactions and to execute and deliver this Loan Agreement and the
other Loan Documents; and

3.2. Corporate Authorization. The Representative has been duly authorized and negotiate the
herein agreement by the BORROWER using all necessary corporate action and
proceedings of BORROWER, as provided for in their Articles of Incorporation and By-
Laws, in accordance with the law.

3.3. Consent Not Required. No consent of any person and no consent, license, approval or
authorization of, or registration or declaration with, any governmental body, authority,
bureau or agency is required in connection with the execution and delivery of this
Agreement and the other Loan Documents to which Borrower is a party.

3.4. Non-Violation of Articles of Incorporation and By-Laws. Transactions herein will not
result in the violation of any of the provisions of BORROWERs Articles of
Incorporation and By-Laws; if there is a violation, the BORROWER will inform the
LENDER within 5 days and immediately amend the offending Articles of Incorporation
and By-Laws.

3.5. No Pending or Threatened Litigation. There are no actions, suits or proceedings pending,
or to the knowledge of BORROWER threatened, against or affecting BORROWER or
the SURETY, or involving the validity or enforceability of the Loan Documents, and there
are no actions, suits or proceedings pending or, to the knowledge of the BORROWER,
threatened against or affecting BORROWER or the SURETY which could have a material
adverse effect on the ability of each or any of such parties to perform their respective
obligations under the Loan Documents. And no event has occurred which will violate, be
in conflict with, result in the breach of, or constitute a default under any Legal
Requirement or will result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of BORROWER's or the SURETYs
properties.

3.6. Sound Financial Standing. BORROWER is solvent, is not bankrupt and has no
outstanding liens, suits, garnishments, bankruptcies or court actions that could render
BORROWER insolvent or bankrupt. There has not been filed by or against
BORROWER a petition in bankruptcy or a petition seeking an assignment for the benefit
of creditors, the appointment of a receiver, a trustee, or liquidator with respect to
BORROWER or any substantial portion of BORROWER's property, and/or
reorganization, liquidation and/or dissolution or similar relief under Republic Act No.
10142 and other similar and related laws.

3.7. No Existing Violation or Default. BORROWER is not in default with respect to any
order, writ, injunction, decree or demand of any court or any Governmental Authority, or
in the payment of any indebtedness for borrowed money or under the terms or provisions
of any agreement or instrument evidencing or securing any such indebtedness.

SECTION 4 AFFIRMATIVE COVENANTS


4.1. Corporate Existence. BORROWER will preserve and maintain its corporate existence. It
shall do or cause to be done all things necessary or desirable to maintain its existence, its
power and capacity to transact and to carry on its business in a manner in accordance with
industry standards.

4.2. Punctual Payment. BORROWER shall pay all obligations falling due on the dates
specified even without demand from the LENDER.

4.3. Use of Proceeds. Proceeds of the LOAN will be used solely for the purpose specified and
not for any other unauthorized purpose.

4.4. Indemnity. BORROWER agrees to indemnify, defend at its sole cost and expense and
hold LENDERS and its successors and assigns harmless from and against and to
reimburse LENDER with respect to, any and all claims, demands, actions, causes of
action, losses, damages, liabilities, costs and expenses (including without limitation
attorney's fees and court costs) of any and every kind of character, known or unknown,
fixed or contingent, asserted against or incurred by LENDER at any time by reason of or
arising out of (i) the breach of any representation or warranty of BORROWER set forth
herein, and (ii) the failure of BORROWER, in whole or in part, to perform any obligation
required in any Loan Document to be performed by BORROWER.

4.5. Failure by the BORROWER to comply with the requirements of any of the above
subparagraphs within such time as stated in provision 6.1.b. hereof, will result in a penalty
in the amount of ________ per violation, due and payable to the LENDER on demand.

SECTION 5 NEGATIVE COVENANTS


5.1. No Material Changes to Business Enterprise. BORROWER shall not, without prior
written consent of the LENDER, make any material change in the nature of its business
as carried on as of the date hereof; liquidate, merge or consolidate with or into any other
entity; sell, transfer or otherwise dispose of any of its assets or properties, other than in the
ordinary course of business; change its address, location, name, identity or corporate
structure; permit the sale or other transfer of any of the ownership interest in
BORROWER; or permit a change in the management of BORROWER.

5.2. No Contracting of Secured Obligations. BORROWER shall not, without prior written
consent of the LENDER, create, incur or assume any lien or encumbrance on any of its
assets or properties or create, incur or assume any indebtedness for borrowed money.

5.3. Failure by the BORROWER to comply with the requirements of any of the above
subparagraphs within such time as stated in provision 6.1.b. hereof, will result in a penalty
in the amount of AMOUNT IN PESOS per violation, due and payable by maker to Payee
on demand.

SECTION 6 PRE-PAYMENT
6.1. Procedure. BORROWER must submit an irrevocable written notice of intent to prepay at
least THIRTY (30) calendar days prior to the date of prepayment to the LENDERS.
Chosen pre-payment date must correspond on the DATE of any month.

6.2. Minimum Pre-payment Amount. Prepayment must be made in a minimum amount of or a


multiple of AMOUNT Million Philippine Pesos.

6.3. Penalty. BORROWER shall pay a penalty of PERCENTAGE% of the principal amount
pre-paid.

SECTION 7 DEFAULT
7.1. Events of Default. The occurrence of any one or more of the following shall constitute an
event of default:
a) Failure of BORROWER to pay any obligation that becomes due, unless such
default has been duly explained within SIX (6) hours of such failure, and if
explanation was accepted, such failure is remedied within TEN (10) calendar days
after due date.
b) Default by the BORROWER in the performance or observance of any covenant,
condition or obligation contained in any Loan Document to which it is a party,
unless such default has been duly explained within SIX (6) hours of such non-
performance or non-observance, and if explanation was accepted, such is
remedied within TEN (10) calendar days from the non-performance or non-
observance of the same.
c) BORROWER shall become insolvent or unable to pay its debts as they become
due, or shall commit an act of bankruptcy or insolvency, or shall file any petition
or action for relief under any bankruptcy, reorganization, insolvency.
d) Any representation or warranty made by BORROWER in the loan application or
in any other document shall prove to have been incorrect as of the time it was
made, or has ceased to be true or correct, or is violated or not complied with;
unless duly explained and corrected within FIVE (5) calendar days from the day
such information was offered or has ceased to be true or has been violated,
whichever is earlier.
7.2. Remedies of the Lender. Upon the occurrence of any of the event of default, the
LENDER may:
a) Declare the entire principle amount and interest to be immediately due and
payable; penalty prescribed in provision 5.3 is also applicable.
b) Take any action or commence any proceedings s may be permitted by law against
the BORROWER and/or the SURETY, at such times and in such manner as
LENDER in its sole discretion may consider prudent.

SECTION 8 MISCELLANEOUS
8.1. Expenses and Taxes. The BORROWER agrees to pay all reasonable costs and expenses,
including legal expenses and fees of counsel, in connection with the negotiation,
preparation, execution and delivery of the Loan Documents and any other document or
instrument required to be executed in relation thereto, as well as reasonable costs and
expenses, if any, and any and all taxes, in connection with the registration, notation,
amendment and enforcement of the Loan Documents and other documents required to
be executed in connection therewith and the issue of any consents or waivers in
connection herewith. The BORROWER shall save the LENDER from any and all
liabilities with respect to or resulting from any delay or omission to pay the fees, expenses
and taxes, if any, which may be payable or determined to be payable in connection with
the execution, delivery and enforcement of the Loan Documents and all other documents
or instruments related thereto.

8.2. No Waiver; Cumulative Remedies. No failure or delay on the part of the LENDER in
exercising any right, power or remedy accruing to it upon any breach or default of the
BORROWER under the Loan Documents shall impair any such right, power or remedy,
nor shall it be construed as a waiver of any breach or default thereafter occurring, nor shall
a waiver of any single breach or default be deemed a waiver of any other breach or default
theretofore or thereafter occurring, nor shall any single or partial exercise of any such right
or power preclude any other or further exercise thereof or the exercise of any other right
or power hereunder. Any waiver, permit, consent or approval of any kind or character on
the part of the LENDER of any breach of any provision or condition of this Agreement
must be in writing. All remedies afforded the LENDER under this Agreement, by law or
otherwise, shall be cumulative and not alternative. No notice to, or demand on, the
BORROWER, in any case, shall entitle it to any other or further notice or demand in
similar or other circumstances.

8.3. Entire Agreement; Amendments. This Agreement and the documents referred to herein
constitute the entire agreement of the parties with respect to the subject matter hereof and
shall supersede any prior expressions of intent or understanding with respect to this
transaction. No amendment or waiver of any provision of this Agreement shall in any
event be effective unless the same shall be in writing and signed by the LENDER and the
BORROWER, and such amendment or waiver shall be effective only in the specific
instance and for the special purpose for which given.

8.4. Notices. All communications and notices provided for hereunder shall be in writing and
shall be delivered addressed as follows:
a) If to the BORROWER:
(Name)
(Address)
b) If to the LENDER:
(Name)
(Address)
(Contact Person)

8.5. Attorneys Fees and Liquidated Damages. If upon default by the BORROWER, the
LENDER shall engage the services of legal counsel, the BORROWER agrees to pay:
a) Attorneys fees equal to AMOUNT of the total amount due from the
BORROWER to the LENDER, but in no case less than AMOUNT, exclusive of
all expenses of collection and all costs, and
b) Liquidated damages equal to PERCENTAGE of the total amount due but in no
case less than AMOUNT.

8.6. Venue. The BORROWER irrevocably consents that any legal action, suit or proceeding
arising out of or relating to the Loan Documents may be instituted at the option of the
LENDER, in any competent court of PREFERRED VENUE, or where the principal
office of the LENDER is located. The foregoing, however, shall not limit or be construed
to limit the right of the LENDER to commence proceedings against the BORROWER in
any other venue where assets of the BORROWER may be found.

___________________________ __________________________

LENDER BORROWER

SIGNED IN THE PRESENCE OF:

___________________________ __________________________
WITNESS 1 WITNESS 2

ACKNOWLEDGMENT

Republic of the Philippines)


____________ City ) SS.

BEFORE ME, a Notary Public for and in JURISDICTION this DATE day of MONTH AND
YEAR personally appeared the following:

Name CTC No./ Date & Place Issue Passport No.

_________ ______________ ___________________ _______________

all known to me to be the same person who executed by the foregoing instrument and he/she
acknowledged to me that the same is his/her free and voluntary act and deed.

WITNESSTH MY HAND AND SEAL in the place and on the date first above written.

Doc. No. _______;


Page No. _______;
Book No. ______;
Series of 20___.
CONTRACT OF LEASE3

KNOWN ALL MEN BY THESE PRESENTS:

This CONTRACT OF LEASE, made and entered into, by and between-

NAME OF LESSOR, of legal age, CITIZENSHIP, CIVIL STATUS and with office address at
ADDRESS, hereinafter referred to as LESSOR,

-and-

NAME OF LESSEE, of legal age, CITIZENSHIP, CIVIL STATUS and with office address at
ADDRESS, hereinafter referred to as the LESSEE.

WHEREAS, the LESSOR is the absolute owner of a certain personal property, more
particularly described as follows:

DESCRIPTION OF PERSONAL PROPERTY

WHERAS, the LESSEE desires to lease the said property.

NOW, THEREFORE, for and inconsideration of the covenants and stipulations of the parties,
the Lessor agrees to lease said property to the Lessee under the following terms and conditions:

1. The term of the lease shall be TERM OF LEASE, such term to commence on
COMMENCEMENT DATE and to terminate on TERMINATION DATE, unless
otherwise terminated as provided in this lease.

2. The monthly rental shall be MONTHLY RATE, Philippine Currency to be paid by


Lessee at the office of Lessor on or before the first day of each and every month;

3. Lessee shall exercise due care in the use and maintenance of the leased property, keeping
it in good repair and in a condition equivalent in all respects to that in which it was
received by the lessee, normal wear and tear expected.

IN WITNESS WHEREOF, the parties hereto have signed this contract of lease this DATE, in
the ADDRESS, Philippines.

NAME AND SIGNATURE OF LESSOR NAME AND SIGNATURE OF LESSEE

Signed in the Presence of:

NAME AND SIGNATURE OF WITNESS 1 NAME AND SIGNATURE OF WITNESS 2

3
For lease of personal property.
ACKNOWLEDGEMENT

Republic of the Philippines)


_________________________) S.S

BEFORE ME, personally appeared:

Name Drivers License Number Date/Place Issued


NAME OF LESSOR ________ ________
NAME OF LESSEE ________ ________

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

This instrument consisting of ____ page/s, including the page on which this acknowledgement is
written, has been signed on each and every page thereof by the concerned parties and their
witnesses, and and sealed with my notarial seal.

WITNESS MY HAND AND SEAL, on the date and place first above written.

Notary Public

Doc. No.______;
Page No. ______;
Book No.______;
Series of 20___.
CONTRACT OF LEASE4

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT OF LEASE is made and executed at the ADDRESS, this DATE, by and
between:

NAME OF LESSOR, of legal age, CIVIL STATUS, CITIZENSHIP, and with residence
and postal address at ADDRESS hereinafter referred to as the LESSOR.

-AND-

NAME OF LESSEE, of legal age, CIVIL STATUS, CITIZENSHIP, and with residence
and postal address at ADDRESS hereinafter referred to as the LESSEE.

WITNESSETH; That

WHEREAS, the LESSOR is the owner of THE LEASED PREMISES, a residential property
situated at ADDRESS OF PROPERTY TO BE LEASED;

WHEREAS, the LESSOR agrees to lease-out the property to the LESSEE and the LESSEE is
willing to lease the same;

NOW THEREFORE, for and in consideration of the foregoing premises, the LESSOR leases
unto the LESSEE and the LESSEE hereby accepts from the LESSOR the LEASED premises,
subject to the following:

TERMS AND CONDITIONS

1. PURPOSES: That premises hereby leased shall be used exclusively by the LESSEE for
residential purposes only and shall not be diverted to other uses. It is hereby expressly agreed
that if at any time the premises are used for other purposes, the LESSOR shall have the right to
rescind this contract without prejudice to its other rights under the law.

2. TERM: This term of lease is for DURATION from (COMMENCEMENT DATE) to


(TERMINATION DATE) inclusive. Upon its expiration, this lease may be renewed under such
terms and conditions as my be mutually agreed upon by both parties, written notice of intention
to renew the lease shall be served to the LESSOR not later than seven (7) days prior to the expiry
date of the period herein agreed upon.

3. RENTAL RATE: The monthly rental rate for the leased premises shall be in PESOS:
AMOUNT IN WORDS, Philippine Currency. All rental payments shall be payable to the
LESSOR.

4. DEPOSIT: That the LESSEE shall deposit to the LESSOR upon signing of this contract
and prior to move-in an amount equivalent to the rent for DURATION or the sum of PESOS:
AMOUNT IN WORDS, Philippine Currency, wherein the NUMBER OF MONTHS
months deposit shall be applied as rent for the 11th and 12th months and the remaining one (1)
month deposit shall answer partially for damages and any other obligations, for utilities such as
Water, Electricity, CATV, Telephone, Association Dues or resulting from violation(s) of any of
the provision of this contract.

4
For lease of real property.
5. DEFAULT PAYMENT: In case of default by the LESSEE in the payment of the rent, such
as when the checks are dishonored, the LESSOR at its option may terminate this contract and
eject the LESSEE. The LESSOR has the right to padlock the premises when the LESSEE is
in default of payment for NUMBER OF MONTHS and may forfeit whatever rental deposit or
advances have been given by the LESSEE.

6. SUB-LEASE: The LESSEE shall not directly or indirectly sublet, allow or permit the leased
premises to be occupied in whole or in part by any person, form or corporation, neither shall the
LESSEE assign its rights hereunder to any other person or entity and no right of interest thereto
or therein shall be conferred on or vested in anyone by the LESSEE without the LESSOR'S
written approval.

7. PUBLIC UTILITIES: The LESSEE shall pay for its telephone, electric, cable TV, water,
Internet, association dues and other public services and utilities during the duration of the lease.

8. FORCE MAJEURE: If whole or any part of the leased premises shall be destroyed or
damaged by fire, flood, lightning, typhoon, earthquake, storm, riot or any other unforeseen
disabling cause of acts of God, as to render the leased premises during the term substantially
unfit for use and occupation of the LESSEE, then this lease contract may be terminated without
compensation by the LESSOR or by the LESSEE by notice in writing to the other.

9. LESSOR'S RIGHT OF ENTRY: The LESSOR or its authorized agent shall after giving
due notice to the LESSEE shall have the right to enter the premises in the presence of the
LESSEE or its representative at any reasonable hour to examine the same or make repairs
therein or for the operation and maintenance of the building or to exhibit the leased premises to
prospective LESSEE, or for any other lawful purposes which it may deem necessary.

10. EXPIRATION OF LEASE: At the expiration of the term of this lease or cancellation
thereof, as herein provided, the LESSEE will promptly deliver to the LESSOR the leased
premises with all corresponding keys and in as good and tenable condition as the same is now,
ordinary wear and tear expected devoid of all occupants, movable furniture, articles and effects
of any kind. Non-compliance with the terms of this clause by the LESSEE will give the LESSOR
the right, at the latter's option, to refuse to accept the delivery of the premises and compel the
LESSEE to pay rent therefrom at the same rate plus __ % thereof as penalty until the LESSEE
shall have complied with the terms hereof. The same penalty shall be imposed in case the
LESSEE fails to leave the premises after the expiration of this Contract of Lease or termination
for any reason whatsoever.

11. JUDICIAL RELIEF: Should any one of the parties herein be compelled to seek judicial
relief against the other, the losing party shall pay an amount of __ % of the amount clamed in the
complaint as attorney's fees which shall in no case be less than AMOUNT IN PESOS in addition
to other cost and damages which the said party may be entitled to under the law.

12. This CONTRACT OF LEASE shall be valid and binding between the parties, their
successors-in-interest and assigns.

IN WITNESS WHEREOF, parties herein affixed their signatures on the date and place above
written.

(NAME OF LESSOR) (NAME OF LESSEE)


LESSOR LESSEE

WITH MARITAL CONSENT: [when necessary]


(Spouses Name)

Signed in the presence of:

_____________________________ ______________________________

ACKNOWLEDGEMENT

Republic of the Philippines)


_________________________) S.S

BEFORE ME, personally appeared:

Name Drivers License Number Date/Place Issued

(NAME OF LESSOR) __________ __________


(NAME OF LESSEE) __________ __________

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

This instrument consisting of ____ page/s, including the page on which this acknowledgement is
written, has been signed on each and every page thereof by the concerned parties and their
witnesses, and and sealed with my notarial seal.

WITNESS MY HAND AND SEAL, on the date and place first above written.

Notary Public

Doc. No.______;
Page No. ______;
Book No.______;
Series of 20___.
PLEDGE

THIS PLEDGE AGREEMENT is dated DATE (this Agreement)

AMONG:

1. NAME OF PLEDGOR, of legal age, CIVIL STATUS, CITIZENSHIP, and with


residence and postal address at ADDRESS hereinafter referred to as the Pledgor
2. NAME OF PLEDGEE, of legal age, CIVIL STATUS, CITIZENSHIP, and with
residence and postal address at ADDRESS hereinafter referred to as the Pledgee

WHEREAS:

The Pledgor owes the Pledgee by way of promissory note the amount of AMOUNT IN
WORDS with __% compounded interest per annum payable on DATE, and has offered and
agreed to secure the repayment of said loan, the interests accruing thereon, the costs of
collecting the same, the costs and charges of keeping the pledged property and all other
expenditures which may be incurred in connection herewith, by means of a good and valid
first pledge of the jewelries.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:

1. Pledgor hereby pledges, assigns, transfers, delivers, sets over and grants to the Pledgee as
security for the timely payment and discharge of the loan, a continuing security interest
of first priority in all of such Pledgors right, title and interest in and to the Pledged
jewelries, which Pledgor owns. For the purpose of perfecting the security over the
Pledged property in accordance with all legal requirements, the Pledgor, having the free
disposal thereof, shall deliver to the Pledgee:

DESCRIPTION OF PLEDGED PROPERTY

2. The rights of the Pledgee are as follows:


a. She has the right to reimbursement of the expenses for its preservation.
b. She has the right to bring actions which pertain to the owner of the thing
pledged in order to recover it from, or defend it against third persons.
c. She has the right to possess and use the Pledged property.
d. She has the right to bid at the public auction and if she is the only bidder, she
will be given the right to appropriate the thing for failure to sell on two public
auction sales.

3. The obligations of the Pledgee are as follows:


a. She must take care of the Pledged property with the diligence of a good father
of a family, otherwise she will be liable for its loss or deterioration.
b. She must not deposit the Pledged property to a third person without the
consent of the pledgor.
c. She must inform the pledgor on the effect of the auction sale; whether the
proceeds were enough to cover the principal obligation.
d. She has the duty to return the excess of the proceeds from the auction sale to
the pledgor.

4. The rights of the Pledgor are as follows:


a. The ownership of the Pledged property remains with the pledgor.
b. She has the right of choice as to which of the Pledged property must be sold in
a public auction.
c. She has the right to bid at the public auction and will be given preference of
buying the Pledged property if she is one of the several highest bidders offering
the same terms.

5. It is the obligation of the Pledgor, who knowing the flaws on the Pledged property, to
advise the Pledgee of the same and she will be liable to the latter for damages which she
may suffer by reason thereof.

6. The Pledged property can be alienated by the Pledgor with the consent of the Pledgee
subject to the terms of this pledge. Such ownership of the Pledged property will only be
transmitted to the vendee as soon as the Pledgee consents to such alienation, but the
latter shall continue in possession.

7. When the Pledgor is unable to comply with his obligation when it becomes due and
demandable, the Pledgee has the right of retention and the right to sell the Pledged
property in a public auction complying with Article 2112 of the New Civil Code.

8. This agreement constituted will be extinguished upon the fulfillment of the principal
obligation and the Pledged jewelries must be returned to the Pledgor.

IN WITNESS WHEREOF, the Pledgee and the Pledgor have caused this Agreement to be
executed and delivered as a deed as of the day and year first above written.

__________________________ _________________________
NAME OF PLEDGOR NAME OF PLEDGEE
Pledgor Pledgee

Signed in the presence of:

__________________________ __________________________
WITNESS 1 WITNESS 2

(ACKNOWLEDGEMENT)
REAL ESTATE MORTGAGE

KNOW ALL MEN BY THESE PRESENTS:

This REAL ESTATE MORTGAGE, made and executed by and between:

NAME OF MORTGAGOR, [FOR CORPORATIONS: a


corporation organized and existing by virtue of Philippine
laws], having its ADDRESS, duly represented by NAME AND
DESIGNATION OF REPRESENTATIVE hereinafter
referred to as Mortgagor

-and-

NAME OF MORTGAGEE, [FOR CORPORATIONS: a


corporation organized and existing by virtue of Philippine
laws], having its ADDRESS, duly represented by NAME AND
DESIGNATION OF REPRESENTATIVE hereinafter
referred to as Mortgagee

WITNESSESTH:

That the MORTGAGOR does hereby convey by way of REAL ESTATE


MORTGAGE unto the MORTGAGEE the following described real property, situated in
LOCATION OF PROPERTY, together with all the improvements, to wit:

DESCRIPTION OF THE IMPROVEMENTS TO THE PROPERY

of which real property the MORTGAGOR is the registered owner in accordance with the
provisions of the Land Registration Act, his title thereto being evidenced by Transfer
Certificate of Title No. _____, of the land registry of PLACE OF REGISTRY;

That this real estate mortgage is given as security for the payment to the mortgagee of a
loan agreement and promissory note obtained by NAME OF MORTGAGOR represented by its
DESIGNATION, NAME OF REPRESENTATIVE, dated DATE for the sum of AMOUNT
OF LOAN OBLIGATION with interest thereon at the rate of INTEREST RATE (__%) per
annum, according to the terms thereof and in the words and figures as follows:
DESIRED PERIOD after date, FOR VALUE RECEIVED, BORROWER
promises to pay to the order of LENDER, the sum of AMOUNT OF
PAYMENT together with interest thereon at a rate of INTEREST RATE
(_ %) per annum on the unpaid balance with interest to be compounded
annually (hereinafter, "the Loan Amount"). The entire outstanding Loan
Amount (including principal and any accrued interest) shall become fully
due and payable by BORROWER within 15 days of receipt of written
demand by BORROWER from LENDER or any subsequent assignee of
this note two years after date.

That the conditions of this REAL ESTATE MORTGAGE are such that if the
mortgagor shall well and truly pay or cause to be paid unto the mortgagee the aforesaid loan with
accrued interest, then this mortgage shall be of no further force and effect; OTHERWISE, the
same shall remain in full force and effect and shall be enforceable in the manner provided by law.

IN WITNESS WHEREOF, the mortgagor has hereunto set his hand, this DATE in
ADDRESS.
MORTGAGOR MORTGAGEE

__________________________ ______________________
NAME & SIGNATURE OF MORTGAGOR NAME & SIGNATURE OF MORTGAGEE
By: AUTHORIZE REPRESENTATIVE By: AUTHORIZE REPRESENTATIVE
DESIGNATION DESIGNATION
DATE DATE

Signed in the presence of:

__________________________ __________________________
WITNESS 1 WITNESS 2

(ACKNOWLEDGEMENT)
Republic of the Philippines )
Makati City ) S.S.

CHATTEL MORTGAGE
KNOW ALL MEN BY THESE PRESENTS:
That I, NAME OF MORTGAGOR, of legal age, CIVIL STATUS and resident of ADDRESS,
for and in consideration of the loan of AMOUNT OF LOAN OBLIGATION, granted to me by
MORTGAGEE, also of legal age, CIVIL STATUS and resident of ADDRESS, to be paid
DURATION OF SECURITY from date hereof, have transferred and conveyed by way of
chattel mortgage unto said NAME OF MORTGAGEE, his heirs, successors and assigns, free
from all liens and encumbrances that certain motor vehicle, at present in my possession at my
address, more particularly described as:
DESCRIPTION OF MORTGAGED PROPERTY
of which I am the true and absolute owner by title thereto, being evidenced by Registration
Certificate of REGISTATION CERTIFICATE NUMBER issued in my name by the ISSUING
AGENCY. Commented [KQ1]: Constituted by the absolute owner

This chattel mortgage has been executed in order to secure the full and faithful payment of my
loan obligation to NAME OF MORTGAGEE in the amount of AMOUNT OF LOAN
OBLIGATION; Upon payment, this contract shall become null and void; otherwise, it shall Commented [KQ2]: Principal Contract
continue in full force and effect and may be foreclosed in accordance with law.

IN WITNESS WHEREOF, I have signed this instrument on DATE at ADDRESS.

_____________________________________
NAME AND SIGNATURE OF MORTGAGOR
Affidavit of Good Faith

We severally swear that NAME OF MORTGAGOR, mortgagor, and NAME OF


MORTGAGEE, mortgagee, have executed the foregoing Chattel Mortgage in order to guarantee
as good and binding the obligations mentioned above and is not intended to defraud creditors. Commented [KQ3]: Affidavit of Good Faith

__________________________ ______________________
NAME & SIGNATURE OF MORTGAGOR NAME & SIGNATURE OF MORTGAGEE

Signed in the presence of:

__________________________ __________________________
WITNESS 1 WITNESS 2

(ACKNOWLEDGMENT)
PROMISSORY NOTE

DATE OF EXECUTION
AMOUNT OWED
CITY/MUNICIPALITY Philippines

NUMBER OF MONTHS/DAYS months (or days) after date, I promise to pay, for
value received, to NAME OF PAYEE or order the sum of AMOUNT OF MONEY OWED,
with interest at INTEREST RATE per annum after maturity until paid. The makers and
indorsers severally waive presentment for payment, protest, and notice of non-payment of this
note.

NAME OF MAKER
Maker

LOAN AGREEMENT AND PROMISSORY NOTE

THIS LOAN AGREEMENT AND PROMISSORY NOTE, is made this DATE, by NAME
OF BORROWER CORPORATION, a Corporation organized under the laws of the
Philippines, as represented by its POSITION OF CORPORATION REPRESENTATIVE,
NAME OF CORPORATION REPRESENTATIVE, (hereinafter, known as "BORROWER")
and NAME OF LENDING BANK, a Corporation organized under the laws of the Philippines
(hereinafter, known as "LENDER") as represented by its POSITION OF CORPORATION
REPRESENTATIVE, NAME OF CORPORATION REPRESENTATIVE. BORROWER and
LENDER shall collectively be known herein as "the Parties". In determining the rights and
duties of the Parties under this Loan Agreement, the entire document must be read as a whole.

PROMISSORY NOTE

TIME WHEN PAYMENT MUST BE DONE, FOR VALUE RECEIVED, BORROWER


promises to pay to the order of LENDER, the sum of AMOUNT OF CONSIDERATION IN
WORDS (AMOUNT OF CONSIDERATION IN NUMBERS) together with interest thereon
at a rate of AMOUNT OF INTEREST IN WORDS (AMOUNT OF INTEREST IN
NUMBERS) per annum on the unpaid balance with interest to be compounded annually
(hereinafter, "the Loan Amount"). The entire outstanding Loan Amount (including principal and
any accrued interest) shall become fully due and payable by BORROWER within 15 days of
receipt of written demand by BORROWER from LENDER or any subsequent assignee of this
note one year after date.
The method for making a proper "demand" upon BORROWER is set forth below.

ADDITIONAL LOAN TERMS

The BORROWER and LENDER hereby further set forth their rights and obligations to one
another under this Loan Agreement and Promissory Note and agree to be legal bound as follows:

A. Loan Repayment Terms.


BORROWER may make payment(s) to LENDER in amounts and at times as it chooses
upon the Loan Amount, including accrued interest, until two years after date and upon
the demand of the LENDER on the BORROWER for repayment at which time
BORROWER shall repay to LENDER the entire Loan Amount (including principal and
all accrued interest).

B. Demand by Lender.
This is a "demand" loan agreement and promissory note under which BORROWER is
required to repay in full the entire outstanding Loan Amount within 15 days of receiving
a written demand from LENDER for full repayment of the Loan Amount one year after
date. Delivery of written notice by LENDER to BORROWER via Registered Mail shall
constitute prima facie evidence of delivery. For mailing of said notice, LENDER shall
use BORROWER'S address as stated below in the portion of this agreement pertaining
to default.

C. Method of Loan Payment.


The BORROWER shall make all payments called for under this loan agreement by
sending check or other negotiable instrument made payable to the following individual
or entity at the address indicated:
NAME OF LENDER BANK
ADDRESS OF LENDER BANK

If Lender gives written notice to Borrower that a different address shall be used for
making payments under this loan agreement, Borrower shall use the new address so
given by Lender.

D. Default.
The occurrence of borrowers failure to pay any amount due as principal or interest on
the date required under this loan agreement shall constitute a Default by the Borrower of
the terms of this loan agreement and promissory note.

E. Additional Provisions Regarding Default:


1. Addressee and Address to which Lender is to give Borrower written notice of
default:
NAME OF BORROWER CORPORATION
ADDRESS OF BORROWER CORPORATION

If Borrower gives written notice to Lender that a different address shall be used,
Lender shall use that address for giving notice of default (or any other notice called
for herein) to Borrower.

2. Cure of Default.
Upon default, Lender shall give Borrower written notice of default. Mailing of
written notice by Lender to Borrower via Registered Mail shall constitute prima facie
evidence of delivery. Borrower shall have 15 days after receipt of written notice of
default from Lender to cure said default. In the case of default due solely to
Borrower's failure to make timely payment as called for in this loan agreement,
Borrower may cure the default by making full payment of any principal and accrued
interest (including interest on these amounts) whose payment to Lender is overdue
under the loan agreement and, also, the late payment penalty described below.

3. Penalty for Late Payment.


There shall also be imposed upon Borrower a _% penalty for any late payment
computed upon the amount of any principal and accrued interest whose payment to
Lender is overdue under this loan agreement and for which Lender has delivered a
notice of default to Borrower.

4. Acceleration.
If the Borrower fails to cure any default on or before the expiration of the fifteen
(15) day cure period that starts on the date Borrower receives written notice from
Lender that an event of default has occurred under this loan agreement, the entire
unpaid principal, accrued interest, and penalties under this loan agreement shall
accelerate and become due and payable immediately.
5. Indemnification of Attorneys Fees and other expenses.
Should any party materially breach this agreement, the nonbreaching party shall be
indemnified by the breaching party for its reasonable attorneys fees and other
expenses which in any way relate to, or were precipitated by, the breach of this
agreement. A default by Borrower which is not cured within 15 days after receiving a
written notice of default from Lender constitutes a material breach of this agreement
by Borrower.

F. Parties that are not individuals.


If any Party to this agreement is other than an individual (i.e., a corporation, a
Partnership, or a Trust), said Party, and the individual signing on behalf of said Party,
hereby represents and warrants that all steps and actions have been taken under the
entity's governing instruments to authorize the entry into this Loan Agreement. Breach
of any representation contained in this paragraph is considered a material breach of the
Loan Agreement.

G. Severability.
In the event any provision of this Agreement is deemed to be void, invalid, or
unenforceable, that provision shall be severed from the remainder of this Agreement so
as not to cause the invalidity or unenforceability of the remainder of this Agreement. All
remaining provisions of this Agreement shall then continue in full force and effect. If
any provision shall be deemed invalid due to its scope or breadth, such provision shall
be deemed valid to the extent of the scope and breadth permitted by law.

H. Modification.
Except as otherwise provided in this document, this agreement may be modified,
superseded, or voided only upon the written and signed agreement of the Parties.
Further, the physical destruction or loss of this document shall not be construed as a
modification or termination of the agreement contained herein.

I. Exclusive Jurisdiction for Suit in Case of Breach.


Any cause of action arising from this agreement can only be filed before any proper
court of Makati.

IN WITNESS WHEREOF and acknowledging acceptance and agreement of the foregoing,


BORROWER and LENDER affix their signatures hereto.

BORROWER LENDER

NAME OF BORROWER CORPORATION NAME OF LENDING BANK


By: NAME OF REPRESENTATIVE By: NAME OF REPRESENTATIVE
Title: POSITION OF REPRESENTATIVE Title: POSITION OF REPRESENTATIVE
Dated: DATE OF DEED Dated: DATE OF DEED

(ACKNOWLEDGMENT)
REPUBLIC OF THE PHILIPPINES)
CITY OF MANILA )S.S.

GENERAL POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS:

I, NAME OF PRINCIPAL, of legal age, CIVIL STATUS, and resident of ADDRESS, Commented [RR4]: Principal
do hereby name, constitute and appoint NAME OF AGENT, to be my true and lawful attorney-
in-fact, for me and in my name, place and stead, to do and perform the following acts, to wit:

To ask, demand, sue for, recover, collect any and all sums of money, debts, dues,
accounts, legacies, bequests, interests, dividends, and other things of value of whatever nature or
kind as may now be or may hereafter become due, owing, payable or belonging to me, and to
have, sue and to take any and all lawful ways and means for the recovery thereof by suit,
attachment, compromise or otherwise;

To make, sign, execute, and deliver contracts, documents, agreements, and other writings
of whatever nature or kind, with any and all third persons, concerns or entities, upon terms and
conditions acceptable to my said attorney;

To delegate in whole or in part any or all of the powers herein granted or conferred, by
means of an instrument in writing, in favor of any third person or persons whom my said
attorney may select; Commented [RR5]: Power

HEREBY GIVING AND GRANTING unto my said attorney full power and authority Commented [RR6]: Granting authority
whatsoever requisite or necessary or proper to be done in and about the premises as fully to all
intents and purposes as I might or could lawfully do if personally present, with power of
substitution and revocation, and hereby, ratifying and confirming all that my said attorney or his
substitute shall lawfully do or cause to be done under and by virtue of these presents.

IN WITNESS WHEREOF, I have hereunto set my hand this DATE day of MONTH AND
YEAR, in ADDRESS.

NAME AND SIGNATURE OF PRINCIPAL


Principal

SIGNED IN THE PRESENCE OF:

_____________________ _______________________
NAME & SIGNATURE OF WITNESS 1 NAME & SIGNATURE OF WITNESS 2
(ACKNOWLEDGEMENT) Commented [RR7]: Acknowledgement
REPUBLIC OF THE PHILIPPINES)
CITY OF MANILA )S.S.

SPECIAL POWER OF ATTORNEY

KNOWN ALL MEN BY THESE PRESENTS:

I, NAME OF PRINCIPAL, of legal age, CIVIL STATUS, and resident of ADDRESS, Commented [RR8]: Principal
do hereby name, constitute and appoint NAME OF AGENT, to be my true and lawful attorney-
in-fact, for me and in my name, place and stead, to do and perform the following acts, to wit: Commented [RR9]: Personal Circumstance Appointment

Within the period of NUMBER OF YEARS), to SELL, TRANSFER AND CONVEY,


for the price not less than AMOUNT IN WORDS AND FIGURE Philippine Currency, to
whosoever may purchase or buy the parcel of land, with (or without) improvements, located in
the LOCATION OF PROPERTY and more particularly described, to wit: Commented [RR10]: Power to sell, transfer, and convey

DESCRIPTION OF THE PROPERTY (LOCATION, METES AND BOUNDS,


ETC.)

HEREBY GIVING AND GRANTING unto my said attorney-in-fact full powers and Commented [RR11]: Granting authority
authority to do and perform all and every act requisite or necessary to carry into effect the
foregoing authority to sell, as fully to all intents and purposes as I might or could lawfully do it
personally present, with full power of substitution or revocation, and hereby ratifying and
confirming all that my said attorney or his substitute shall lawfully do or cause to be done by
virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this DATE day of MONTH AND
YEAR, in ADDRESS.

NAME AND SIGNATURE OF PRINCIPAL


Principal

SIGNED IN THE PRESENCE OF:

_____________________ _______________________
NAME & SIGNATURE OF WITNESS 1 NAME & SIGNATURE OF WITNESS 2

(ACKNOWLEDGEMENT) Commented [RR12]: Acknowledgement


RETAINER AGREEMENT

Please read the entire contract before signing it. You may ask another Attorney to review the contract and advise you on its
possible consequences. The undersigned Client acknowledges that she was given an opportunity to seek such advice to another
Attorney.

Full Legal Name: NAME OF CLIENT referred to as Client, AGE, residing at ADDRESS and NAME OF
ATTORNEY of the NAME OF LAW FIRM, OFFICE ADDRESS. NAME OF ATTORNEY is duly
licensed to practice law in the Philippines. She is employed to work on the undersigned Clients case,
hereinafter referred as Attorney.

Now, therefore, it is agreed as follows:

A. PURPOSE
The purpose of this agreement is for NAME OF ATTORNEY to provide Client with legal services in
connection with the case of TITLE AND DESCRIPTION OF CASE.

The Client agrees that the Attorney will represent Client in the case of TITLE OF CASE and the Attorney
agrees to perform the said service. The legal services include but not limited to the preparation of pleadings,
preparation of court papers and other necessary documents, representation in court, correspondence, and
phone conferences.

B. PROFESSIONAL RELATIONSHIP
By virtue of the purposes for which the attorney is employed, an attorney-client relationship is hereby
established between Client and the Attorney.

C. DURATION OF AGREEMENT
The duration of this retainer agreement starts from DATE until the case reaches its finality. Once the work is
completed, should Client require further legal service, Client needs to enter into a new retainer agreement
with the firm.

D. LEGAL FEES
Client agrees to pay the attorney a minimum and non-refundable amount of AMOUNT OF RETAINER
FEES monthly as retainer fee. Payment by the Client will guarantee that the Attorney will use professional
diligence in handling the case. All legal work will be charged against the retainer.

Client will be billed at an hourly rate of BILLING RATE when the attorney works on a Client file, including
but not limited to time spent writing and reviewing pleadings, file review, legal research, or other information
gathering procedure, preparation of court documents, telephone, or conference time with the client and other
persons involved in the case, deposition, travel time from the office and return, court appearances and any
other time spend and/or work performed related to the Clients case. When the legal service is rendered after
the office hours, on weekends, holidays, or on a rush basis, Client will be charged at an hourly rate of
BILLING RATE.

Client also agrees to pay additional fees for the attorneys assistants and paralegals. Client will be billed at an
hourly rate of BILLING RATE.

Client understands that fees may be adjusted upward depending on successful completion of an engagement,
the complexity of the matter involved, or the level of commitment required.

In general, Client will pay all costs in connection with Attorneys representation of Client under this
Agreement.
In the event of dismissal of Attorney by the Client, the Attorney is entitled to be paid for the services he has
already provided for the school on the basis of quantum meruit.

E. BILLINGS
Client will be billed monthly for legal services. The bill will reflect the services rendered and the
disbursements for the services provided such as postage, telephone, photocopying, delivery, filing fees and all
costs in connection with the Attorneys representation. It will also show the time spent and the hourly billing
rate.

The bill is payable within NUMBER OF DAYS upon receipt. If it is not paid within the said period, the
unpaid balanced will be charged with a late payment fee at the rate of PERCENTAGE per month. If Client
deliberately refuses to pay the bill within NUMBER OF DAYS or fails to make arrangements to pay the bill,
the Attorney will file a motion to withdraw at the earliest possible time and seek to collect the fees owed plus
the late charges.

The Client may ask for the bill at anytime. If there are errors in the billing, the Client must send a complaint
to the Attorney within NUMBER OF DAYS for correction otherwise no correction shall be made and the
bill will be considered as totally acceptable by the Client and Client shall pay the full amount without
complaint.

F. LIEN
Client agrees that the Attorney shall have a lien over Clients funds and may withdraw the amount necessary
to pay for the Attorneys lawful fees and disbursements. The Attorney shall also have a lien to the same
extent on all judgments and executions secured for the Client.

G. DUTIES OF THE CLIENT


In addition to compliance to the payment requirements, the Client is expected to give personal information to
the Attorney as well as to update the Attorney of his or her current mailing address and persons to contact in
case of emergency. The Client must cooperate with the Attorney and disclose all pertinent information
concerning the case.

The Client must open all the mails received from the Attorneys office, promptly respond to the request and
return phone calls. The Client shall produce any or all documents that might be relevant to the case that are
specifically requested by the Attorney.

It is also the Clients duty to notify the Attorney regarding errors in the billing otherwise no correction shall
be made.

H. EMPLOYING ASSOCIATE OR ASSISTANT COUNSEL AND EXPERTS


Attorney may suggest using experts such as accountants, private investigators or other experts to examine
persons, documents or facts involved in this action. All such experts shall report exclusively to Attorney. Fees
charged by such expert witnesses and investigators may be billed directly to Client or through Attorneys
office and like all other services and costs, they are Clients sole responsibility to pay.

The Attorney, with the consent of the Client, may also obtain an Associate or Assistant Counsel who is
competent with the matter being handled. It is also the responsibility of the Client to pay them.

I. FAVORABLE OUTCOME NOT WARRANTED


The Attorney makes no warranties concerning successful outcome of any legal action that may be filed. All
the statements of the Attorney are mere opinions and are not a warranty of success. The Client has been told,
recognizes and understands that the Attorney has made no guarantee promising the success of this case.
J. TERMINATION OF THE CONTRACT
This agreement is terminated by the substitution, discharge, or withdrawal of the attorney.

a. Substitution
The Client has the right to remove the Attorney from the case by requesting him or her to sign a legal
document stating that the Attorney will be replaced by a new one.

b. Withdrawal of Attorney
The Attorney also has the right to withdraw services and ask the Client to sign a Substitution of Attorney
form.
In the following cases, the Attorney may withdraw services:
a. When the client pursues an illegal or immoral course of conduct in connection with the
matter he is handling;
b. When the client insists that the lawyer pursues conduct violative of these canons and rules;
c. When his inability to work with co-counsel will not promote the best interest of the client;
d. When the mental or physical condition of the lawyer renders it difficult for him to carry out
the employment effectively;
e. When the client deliberately fails to pay the fees for the services or fails to comply with the
retainer agreement;
f. When the lawyer is elected or appointed to public office; and
(g) Other similar cases.

In case the Client refuses to sign the substitution of attorney form within NUMBER OF DAYS days, the
Attorney has the right to file a motion to withdraw as counsel provided that the Attorney gave the Client
enough notice to hire a new Attorney and has delivered to the Client all the papers, funds and properties
belonging to the her.

K. POWER OF ATTORNEY TO EXECUTE DOCUMENTS


The Client gives the Attorney Clients power of attorney to execute all documents connected with the case of
which Attorney is retained.

L. INCORPORATION BY REFERENCE OF DOCUMENTS INTO THE AGREEMENT


Relevant documents not attached but shows by their contents a connection to this agreement may be taken
together and is deemed to be agreed upon by the Client and Attorney.

L. DISPOSITION OF DISPUTES
a. Arbitration
Any disagreement or controversy out of or relating to this Agreement can be submitted for resolution to
arbitration before arbitrators. The decision of the said proceeding shall be made in writing and shall be final
and binding between the Attorney and Client.

The disagreement or controversy may include but not limited to dispute concerning the Attorneys fees and
expenses. In such case, Both Attorney and Client agree to resolve all fee disputes by arbitration.

b. Other Methods of Alternative Dispute Resolution


Non-court dispute resolution methods are not limited to arbitration. The Attorney and Client may utilize
other methods depending on the circumstances such as but not limited to adjudication, expert determination,
early neutral evaluation, and mediation and arbitration.

M. DATE OF AGREEMENT
This Agreement and the terms shall be deemed to be effective as of EFFECTIVITY DATE.
N. MISCELLANEOUS
Any modification or change in this Agreement will be effective only if it is made in writing and signed by
both the Client and Attorney.

Failure of the Attorney to enforce any breach of this Agreement does not constitute a waiver and
enforcement can be done at a later time.

Client swears or affirms that she has read, understands and agrees to the contract and has been given a copy
of it.

_______________________ ________ ______________________ _______

NAME OF CLIENT (Date) NAME OF LAWYER (Date)

IN WITNESS WHEREOF, Attorney, Client and Guarantor, if any, have executed this Agreement at
ADDRESS, on the DATE.

_______________________
(Client)

_______________________
(Attorney)

On this day, DATE, there personally appeared before me, a Notary Public, CLIENTS NAME and
LAWYERS NAME, personally known or proved to me to be the persons whose names are subscribed to
the above instrument, acknowledged to me that they executed the said instrument.

________________________
Notary Public
REVOCATION OF SPECIAL POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, under date of DATE, I, NAME OF PRINCIPAL, have executed a Special Power of Attorney,
naming and appointing NAME OF AGENT/ATTORNEY-IN-FACT as my true and lawful attorney-in-fact
for the purpose/s and with the power set forth in the instrument which was ratified before Atty. NAME OF
NOTARY PUBLIC, Notary Public in and for JURISDICTION, as per Doc. No. ________, Page. No.
__________ Book No. _______________, Series of _____________ of his Notarial Register;

NOW, THEREFORE, I have revoked, countermanded, annulled and made void, and by these presents do
revoke, countermand, annul, and make void the said Special Power of Attorney and all powers and authorities
therein granted and conferred upon said attorney-in-fact NAME OF ATTORNEY-IN-FACT.

IN WITNESS WHEREOF, I have hereunto set my hand at ADDRESS, on this DATE day of MONTH
AND YEAR.
_____________________
(Principal)

SIGNED IN THE PRESENCE OF:

___________________________ ___________________________

ACKNOWLEDGMENT

Republic of the Philippines)


Makati City ) SS.

BEFORE ME, a Notary Public in and in _______________ this _______ day of _________________,
2010, personally appeared the following:

Name: CTC No./ Date & Place Issue Passport No.

___________________ ______________ ___________________

all known to me to be the same person who executed by the foregoing instrument and he/she acknowledged
to me that the same is his/her free and voluntary act and deed.

WITHNESS MY HAND AND SEAL in the place and on the date first above written.

Doc. No. _______;


Page No. _______;
Book No. ______;
Series of 20___.
SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

That I, NAME OF PRINCIPAL, of legal age, single, Filipino citizen and resident of PLACE OF
RESIDENCE, do hereby name, constitute and appoint NAME OF AGENT, of legal age and resident also
of ADDRESS to be my true and lawful attorney-in-fact, for me and in my name, place and stead, to do and
perform the following special powers, to wit:

[POWERS]____________________________________________________
_____________________________________________________________
_____________________________________________________________
_____________________________________________________________

HEREBY GIVING AND GRANTING unto my said attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper to be done in and about the
premises as fully to all intents and purpose as I might or could do if personally present and acting in person;
and

HEREBY RATIFYING AND CONFIRMING all that my said attorney-in-fact shall lawfully do and
cause to be done under by virtue of these presents.

IN WITNESS WHEREOF, I have hereunto set my hand at ADDRESS Philippines, on this DATE day of
MONTH AND YEAR.

____________________
Principal
Conforme:
______________
Attorney-in-fact

SIGNED IN THE PRESENCE OF:

____________________________ ___________________________

WITNESS 1 WITNESS 2
ACKNOWLEDGMENT

Republic of the Philippines


Makati City ) S.S.

BEFORE ME, a Notary Public in and for JURISDICTION, this DATE personally appeared:

Name Res. Cert. Date/Place Issued


_________________ ____________ _________ _______
_________________ ____________ _________ _______

known to me 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.

IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my notarial seal on the date and at
the place first above written.

Doc No. _________


Page No._________
Book No. ________
Series of 20____.
JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and entered into by and between:

__________COMPANY NAME_____________________________________, a sole


proprietorship/corporation duly organized and existing under and by virtue of the laws of the Republic of the
Philippines with principal address at PRINCIPAL ADDRESS
, herein represented by its owner/Authorized managing officer, hereinafter called to as the First Party;

- and -

_____________COMPANY NAME__________________________________, a sole


proprietorship/corporation duly organized and existing under and by virtue of the laws of the Republic of the
Philippines with Principal address at PRINCIPAL ADDRESS
, herein represented by its owner/Authorized managing officer, hereafter called to as the Second Party;

WITNESSETH: That -

WHEREAS, the ______________NAME OF PROCURING ENTITY________, has advertised for public


bidding the __________NAME OF PROJECT________________
________________________________________________________________ and ______LOCATION
____________________________________________ ;

WHEREAS, the parties are both desirous of prequalifying for and participating in the bidding of the above
sated project;

WHEREAS, the parties believe that they can best maximize their chances of prequalifying for the said public
bidding and can satisfactorily prosecute the project should they win and be awarded the contact by Bids and
Award committee for civil works of the ______________NAME OF PROCURING
ENTITY_______________if they pool their financial, equipment and technical resources necessary for the
above-sated purpose under a Joint Venture agreement.

NOW THEREFORE, for and consideration of the foregoing promises and mutual covenants hereinafter set
forth, the Joint Venture have agreed to establish, as they hereby establish and constitute by and between
themselves, a JOINT VENTURE for the exclusive purpose of qualifying for and participating in the foresaid
public bidding of the project and actually undertaking the construction work thereof should they successfully
win and eventually be awarded the contract, subject to the following terms and conditions:
1. For all intents and proposes, the Joint Venture entity established hereby, shall be known as
_____________NAME OF JOINT VENTURE______________________.

2. For communication purposes, all communication/letters shall be addressed at the Joint Ventures
business address at ADDRESS.

3. Mr./Ms. ____NAME OF NOMINATED AMO________________________, is hereby named,


appointed and constituted as the Authorized Managing Officer (AMO) and as such, is the sole
representative for and behalf of the herein Joint Venture and all bids, contacts and other documents
whatsoever pertinent to said project, shall be signed by her/him.

4. The Parties shall be jointly and severally liable for any and all obligation which the joint venture may
incur in relation to the contract which the said Joint Venture may enter into with the _______NAME
OF PROCURING ENTITY_______.

5. The parties shall be jointly and severally liable for any and all obligation which the Joint Venture may
incur on the basis of ____% for ___________NAME OF FIRST PARTY______________ and ____%
for _____________NAME OF SECOND PARTY___ for all the necessary capital, equipment, technical
personnel, management, supervision and other efforts and resources for the proper implementation of
the project in the event that the Joint Venture is awarded the contract for the said project, and further
bind themselves at all times during the existence of this Joint Venture, to extend to each other their
respective fullest cooperation and best effort towards the efficient and profitable construction of the
project in accordance with the approved plans and specification, and to complete the same within the
approve schedule.

6. The net profit or losses of the Joint Venture shall likewise be divided between the parties on a ___% and
___%, respectively.

7. It is hereby agreed and understood that if the herein Joint Venture fails to qualify for the aforementioned
public bidding, or if prequalified, and fails to win the public bidding, the this Agreement shall thereupon
cease, terminated and automatically become void and of no further force of effect whatsoever. In the
event, the Joint Venture is awarded the aforementioned contract, then this agreement shall remain in full
force and effect as of the date hereof, and until the final completion and acceptance of the contract
project by the _____________NAME OF PROCURING ENTITY___________________ .

IN WITNESS WHEREOF, the parties, hereto have set their hands this DATE day of MONTH AND
YEAR at ADDRESS, Philippines.

_NAME OF FIRST PARTY __NAME OF SECOND PARTY__

BY: BY:

(SIGNATURE) (SIGNATURE)

_NAME OF AMO/REPRESENTATIVE_ _NAME OF AMO/REPRESENTATIVE___


POSITION POSITION

SIGNED IN THE PRESENCE OF

_SIGNATURE OF WITNESS__ _SIGNATURE OF WITNESS

ACKNOWLEDGMENT

Doc No.______
Page No, ______
Book No. ______
Series of 20__.
NAME OF CORPORATION

SHAREHOLDERS AGREEMENT Commented [SC13]: Title

KNOW ALL MEN BY THESE PRESENTS:

THIS SHAREHOLDERS AGREEMENT is made in ADDRESS and executed on this DATE of


MONTH AND YEAR by and between stockholders of NAME OF CORPORATION Corporation : Commented [SC14]: Place of execution and date

NAME OF SHAREHOLDER, CITIZENSHIP, of legal age, and with residence and postal address at
ADDRESS, owning ___% of shares,

NAME OF SHAREHOLDER, CITIZENSHIP, of legal age, and with residence and postal address at
ADDRESS, owning ___% of shares,
Commented [SC15]: Parties

RECITALS: Commented [SC16]: Recitals

WHEREAS NAME OF CORPORATION Corporation is incorporated under the laws of the Philippines
and is engaged in the business of LINE OF BUSINESS;

WHEREAS the parties hereto together own, directly or indirectly, all of the issued and outstanding shares in
the capital of the Corporation as of the date hereof;

AND WHEREAS the parties hereto wish to record their agreement as to the manner in which the
Corporations affairs are to be conducted and to agree upon the terms on which the securities of the
Corporation, now or hereafter outstanding and held by them, will be held, transferred and voted;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the
mutual covenants and agreements herein contained the parties hereto covenant and agree as follows:

1. DEFINITIONS

xxx

2. ORGANIZATION OF THE COMPANY Commented [SC17]: 2-5 Operational Clauses


2.1. Governance
a) The Company will be governed by a Board of Directors (the Board) appointed by the Shareholders
as defined in this agreement.
b) he Boards primary responsibility is to the Company to ensure the viability of the Company as
distinct from protecting the interests of any specific Shareholders or groups of Shareholders.
c) The Board will appoint a Chairman who will preside over Board meetings and who will liaise
between the CEO and other Directors and Shareholders.

2.2. Composition of Board. The Shareholders shall vote their Shares so that the Board shall initially be
comprised of at least five (5) directors, which shall include:
a) one Director to be nominated by the Founders so long as they hold more than 10% of the voting
shares of the Company;
b) xxx
c) and the Chief Executive Officer of the Company.
These appointments are renewed at each Annual General Meeting of the Company. If any interim vacancies
arise, the Shareholder whose nominee shall have formerly occupied such position shall be entitled to
nominate a new director to fill such vacancy.

In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a Director to
carry out the provisions of this agreement, then the Shareholders agree to exercise their right as Shareholders
of the Company and in accordance with the Articles of the Company to remove such nominee from the
Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out
the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed
fails to appoint a successor within a period of fourteen days from the date such nominee has been removed.

2.3. Matters Requiring Unanimous Shareholders Resolution:


a) alterations, variations or changes to the authorized or issued capital of the Company;
b) the issue, redemption or purchase of any Shares; and
c) changes in the number of directors of the Company

3. RIGHT OF FIRST REFUSAL

3.1. If any of the Shareholders wishes to sell, transfer or otherwise dispose of any or all of his/her Shares
(such party being called the "Seller"), the other Shareholders (the Offerees") shall have a prior right
to buy such Shares (the "Offered Shares") and the following shall apply (note that in the event that a
Shareholder wishes to buy shares from other Shareholders, that Shareholder may solicit offers from
potential Sellers in accordance herewith):

3.2. The Seller shall give to the Offerees notice in writing of his/her desire or intention to sell all or any
of his/her Shares to them. Such notice shall be given in writing (via paper or electronic delivery) to
the Offerees or by serving such notice upon the Offerees personally, and, if mailed, such notice shall
be deemed to have been given to the Offerees on the second business day following the mailing
thereof. This notice (the "Selling Notice") shall set out:
(i) the number of Shares beneficially owned by the Seller;
(ii) the number and class of Shares which make up the Offered Shares, the price and the terms and
conditions of the sale of the Offered Shares.

3.3. Each Offeree may, within a period of NUMBER OF DAYS days next following the date when the
Selling Notice shall be deemed to have been given, give written notice to the Seller or by serving the
notice personally on the Seller. This notice (the "Buying Notice") shall state either that such Offeree
is willing to purchase the Offered Shares, or that s/he is not willing to purchase the Offered Shares.
If an Offeree fails to give the Buying Notice s/he will be deemed to have refused to purchase the
Offered Shares.

3.4. Any offer to purchase Shares from an Outsider must include the condition that the Outsider agrees
to become a party to this agreement pursuant to the purchase of the Shares.

4. RESTRICTIONS OF TRANSFER

4.1. No Shareholder, without the prior written consent of the remaining Shareholders, shall sell, assign,
transfer, dispose of, donate, mortgage, pledge, hypothecate, charge or otherwise encumber or deal
with any of his/her Shares unless in accordance with this Agreement.
4.2. In the event that pursuant to any provisions of this agreement, any one or more of the Shareholders
shall sell, assign, transfer or convey any of his/her Shares to any person, firm or corporation other
than one of the present parties hereto, no such transfer shall be made or shall be effective and no
application shall be made to the Company to register any such transfer until the proposed transferee
enters into an agreement with the other parties hereto to the same effect as this Agreement, and any
further agreement with respect to the Company to which the transferor is a party.

5. TERMINATION OF AGREEMENT

5.1. This Agreement shall terminate on the occurrence of any of the following events:
a) the Company is dissolved, wound-up, surrenders its charter, makes an assignment in bankruptcy,
makes a proposal to its creditors, or has a receiving order made against it;
b) unanimous agreement of the Shareholders; or
c) sale of the Company to another party.

___________________________ __________________________
SHAREHOLDER SHARHOLDER

ACKNOWLEDGMENT

Republic of the Philippines)


____________ City ) SS.

BEFORE ME, a Notary Public for and in JURISDICTION this DATE day of MONTH AND YEAR,
personally appeared the following:

Name: CTC No./ Date & Place Issue Passport No.


_____________ ______________ ___________________ ________________

all known to me to be the same person who executed by the foregoing instrument and he/she acknowledged
to me that the same is his/her free and voluntary act and deed.

WITNESSTH MY HAND AND SEAL in the place and on the date first above written.

Doc. No. _______;


Page No. _______;
Book No. ______;
Series of 20___.

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