(date)

STRICTLY PRIVATE AND CONFIDENTIAL

(client)

Thru:

Subject: Legal Retainer Agreement

Dear _______________________,

We are pleased to propose the following retainer arrangement for our engagement as
your legal counsel:

Effective Period:

Retainer Fee: Thirty Thousand Pesos (P30,000.00) per month payable in advance on or
before the 5th day of each month. This fee will be subject to adjustment upon mutual agreement
of the parties following a semi-annual review to determine whether the fee is equitable to both of
us, taking into account principally the volume of work, the nature of services rendered and the
complexities of the problems we handled for you. The above fee is exclusive of any Value Added
Tax (VAT) or other Government fees and charges.

Scope of Retainer Services: The retainer fee shall be applicable to all services in the
nature of routine consultations, advice and opinion as well as preparation of ordinary contracts,
signing of demand letters and other documents which are required in the usual course of your
business but excluding those which require extensive studies, negotiations, or documentation.
The services which will be covered by the retainer arrangement, which will not be subject to
additional billing, include the following:
 1. Consultations, advice and the giving of opinions on all fields of law affecting your
company’s business.

2. Regular corporate services, including the services of a Corporate Secretary.

3. Drafting and review of your company’s routine and ordinary agreements and other
documents which are used in the ordinary course of your business, but excluding
those requiring extensive negotiations or documentation.

4. Notarial services.

In carrying out the services listed above, we shall keep time records to indicate the total
number of hours incurred by our lawyers on each matter referred to us. After a quarterly or
semi-annual review of our time against retainer fees collected for the period, we propose to
submit special retainer billings should our time charges substantially exceed our retainer fees.

Special Services subject of Special Billings and are excluded from the retainer fee: We
are also available to provide you with all services requiring litigation or appearance before
judicial, quasi-judicial, legislative or administrative bodies or officials (such as Department of
Labor and Employment, National Labor Relations Commission, Securities and Exchange
Commission, Bangko Sentral ng Pilipinas, Intellectual Property Office, Bureau of Internal
Revenue, Board of Investments, and the like). We also handle applications and registration with
these administrative bodies. These services do not ordinarily include collection cases; however,
should you wish us to handle such cases, we will be willing to discuss the matter with you on a
case-to-case basis.

We have the expertise to provide you with the necessary counseling, and assistance in
labor relations and in negotiating collective bargaining agreements as well as in extraordinary or
special transactions such as acquisitions and mergers, joint ventures, business reorganizations,
international trade and investments, insurance, real estate investments and land development
contracts, estate planning, and securities offering and underwriting.
 The above services, as well as all those involving extra-ordinary time, effort and
responsibility, shall be subject to separate fees that we will be happy to discuss with you. We will
nonetheless, at all times, take the retainer relationship into account and whenever we feel that the
services covered by the retainer fee are not being fully availed of, we will make appropriate
adjustments to billings for services covered by this paragraph.

Notarial Services are included in the retainer fee: We also provide notarial services to
retainer clients subject to the following conditions (provided that you are will to state in the
document that these are executed in the City of Santa Rosa, Province of Laguna):

(1) Documents that are to be sworn to or executed under oath (jurat) such as
affidavits, certificates and verification of pleadings are covered by the retainer and not subject to
separate billing.

(2) Conveyancing documents which are to acknowledged such as but not limited to
deeds of sale, assignment, trust, donation, promissory notes, lease, mortgage and pledge are
subject to separate billing based on the amount involved except such documents which form
integral parts of special projects for which we are engaged as handling lawyers and which project
are subject of special fee arrangements.

(3) We reserve the right to require the personal presence of signatories to documents
that are to be notarized. We also reserve the right to refuse notarization of documents that do
not purport to be official acts or transaction of the retainer client.

(4) We shall not be deemed to have expressed any opinion on the validity or
enforceability of documents that have not been drafted or reviewed by us.

Attendance of conference/s: The undersigned or any of our lawyers will attend

conferences and special and/or urgent meetings in relation to corporate matters once a month
free of charge. Should attendance of meetings and conferences be required more than once a
month, such will be subject of a special rate of Five Thousand (Php 5,000.00) for every meeting
or conference. However, meetings or conferences held in the law firm’s offices in Sta. Rosa,
Laguna will be free of charge.
 Out-of-Pocket Expenses: Ordinary out-of-pocket expenses such as long distance
telephone calls, telex, cable and fax charges, per diems, and transportation and accommodations
expenses incurred in undertaking work for you, shall be for your account. Similarly, in litigation
cases, whether judicial or administrative, filing fees in courts and administrative agencies,
sheriff’s fees, cost of stenographic notes, printing of briefs and the like, shall be for your account.
In cases where such out-of-pockets expenses are anticipated, we ordinarily request that a deposit
for such expenses be made by our clients.

Billings: Our office will bill you monthly for our retainer fees and, from time to time, for
our fees for other services (as may be agreed upon with you). The billings will include any costs
advanced for you.

Conflict of Interest:

(a) Litigation Matters : The Code of Professional Responsibility prevents us from

accepting specific engagements from you which may adversely affect another client without the
latter’s consent, in connection with any pending or threatened litigation, arbitration or other
adversarial proceeding which the other client may have earlier referred to us for representation
and/or consultation and with respect to which certain facts may have already been confided to
us. Should any such situation arise, we reserve the right to refuse such engagement from you
unless all concerned engage us to act as mediator, conciliator or arbitrator in settling disputes.

Sometimes the existence of an actual or potential conflict of interest may not be readily
discernible or known at the time a specific engagement from you is accepted. Accordingly,
therefore, we again reserve the right to withdraw at any time from such engagement in so far as
that particular matter is concerned unless all concerned engage us as arbitrator, conciliator or
mediator.

It is, however, understood that we shall not, without your consent, accept any
engagement from any party which may adversely affect your Company in connection with any
pending or threatened litigation, arbitration or other adversarial proceeding which you may have
earlier referred to us for representation and/or consultation and with respect to which certain
facts may have already been confided to us.
 (b) Non-Litigation Matters: Should another client of this Firm or other party wish to
engage us for a commercial, financial or non-litigation matter which may involve you but with
respect to which you have not consulted us, we reserve the right to accept such engagement and
represent the other client.

In commercial, financial and non-litigation matters, where both parties are our clients
and where the parties have previously or independently (i.e., without our active involvement)
agreed on the economic and financial terms of their relationship, such parties have often been
willing to appoint us as “transaction counsel” whose principal task is to reduce to legal
documentary terms the conditions and substance of the agreements reached by the parties. We
may accept this type of engagement on case-to-case basis.

Confidentiality and Non-Disclosure: We agree and undertake that any information

derived during the course of this engagement will remain and will be kept in strictest confidence
by our law firm and by any of our lawyers.

Termination: This retainer agreement is subject to termination by either party on thirty

(30) days’ notice in writing.

We are enclosing an extra copy of this letter. If the foregoing meets with your approval,
please indicate your conformity in the space provided below and return to us the copy with your
signature.

We look forward to a lasting and mutually beneficial relationship with you.

Very truly yours,

Anna P. Cureg
Managing Partner
Conforme:

__________________________
Date: ____________________