CONSIGNMENT AGREEMENT

KNOWN ALL MEN BY THESE PRESENTS:

This CONSIGNMENT AGREEMENT, hereinafter referred to as “Agreement”, is

entered into and made by and between the following parties:

_____________________, a corporation, existing and

registered in accordance with the laws of the Republic of the
Philippines, herein represented by _____________________, of
legal age, Filipino, and a resident of ____________ City,
Philippines, herein referred as the “CONSIGNOR”;

-and-

_____________________, a corporation, existing and

registered in accordance with the laws of the Republic of the
Philippines, herein represented by ________________, likewise
of legal age, Filipino, and a resident of ____________ City,
herein referred as the “CONSIGNEE”;

WITNESSETH:

WHEREAS, the CONSIGNOR owns the right and title to the items (“Products”)
indicated and described in ANNEX “A” which is hereto attached, and the CONSIGNEE
desires to take possession of the Products with the intention of selling them to a third
party in behalf of the CONSIGNOR;

WHEREAS, the CONSIGNOR agreed to sell the Products by consigning them to

the CONSIGNEE, who likewise agreed to sell the Products on consignment in behalf of the
CONSIGNOR;

NOW, THEREFORE, the CONSIGNOR and the CONSIGNEE, for and in exchange
of good and sufficient consideration and the mutual promises and undertakings set forth
in this Agreement, do agree to the following:

1. Ownership. The CONSIGNOR warrants, covenants and agrees that the

Products being sold are owned by the CONSIGNOR and that there are no liens, judgments
or other encumbrances against the ownership, including all rights of sale or transfer, of the
consigned Products. The parties agree that title to the consignment shall remain with the
CONSIGNOR until such consignment is sold in severable parts or in whole by the
CONSIGNEE.

2. Description of Consignment. The CONSIGNOR agrees to deliver and the

CONSIGNEE agrees to accept for the purpose of sale on the terms and conditions
hereinafter recited in this Agreement, the following described Products:

______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________

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 The CONSIGNOR states and agrees that the description of the consigned Products
is true and correct to the best of the CONSIGNOR’s knowledge and belief, and further,
that no undisclosed defects in such consignment are known to the CONSIGNOR.

3. Exclusivity of Agreement. The CONSIGNEE shall have the exclusive right

to market and sell the Products described hereinabove, while the CONSIGNOR shall also
have the right to sell said Products for his own account. If the CONSIGNOR does sell the
consignment listed, the Consignee (shall/shall not) nonetheless be entitled to payment for
the sale of such consignment on the terms and conditions of this Agreement.

4. Price. The offering price for the Products is to be determined by the

CONSIGNOR. The CONSIGNEE agrees to inform the CONSIGNOR of bona fide offers to
purchase the consigned Products for prices less than the asking price set by the
CONSIGNOR. The CONSIGNOR reserves the exclusive right to accept a price less than
the offering price;

5. Time of Payment. The CONSIGNOR agrees that the CONSIGNEE shall

require and receive full payment on the sale of the consigned Products prior to any
obligation of the CONSIGNEE to remit payment to the CONSIGNOR for the same. Upon
receiving full payment for such sale, the CONSIGNEE shall remit the amount due to the
CONSIGNOR under this Agreement every ___ day of each month.

6. Amounts of Payment. The CONSIGNOR and the CONSIGNEE agrees that

__ % of the selling price shall be due and payable to the CONSIGNOR upon the sale of the
Products subject to this Agreement. The CONSIGNEE shall provide a monthly written
statement listing all sales made of the Products subject to this Agreement including the
dates of such sales, the total amounts received and the commission due to the
CONSIGNEE. The parties further agree that the CONSIGNEE (may/ shall not) withhold
and retain the commission due from the amount to be remitted to the CONSIGNOR upon
the sale of the consigned Products.

7. Termination of this Agreement. The CONSIGNEE may terminate this

Agreement at any time by returning to the CONSIGNOR any or all of the unsold Products
subject of this Agreement. On the other hand, the CONSIGNOR may terminate this
Agreement at any time. The expense of delivery of any unsold Products shall be paid by
the party terminating this Agreement. Prior notice of termination shall be required from
the terminating party. Such notice shall be in writing, which shall be sent fifteen (15) days
before the effectivity of such termination.

8. Operation of CONSIGNEE’s Business. The CONSIGNEE shall have the

exclusive right to determine the business operation and management of its premises. The
CONSIGNOR shall have no liability or responsibility for the operation and management of
the CONSIGNEE’s business, employees or agents.

9. Advertising. The CONSIGNEE (may/may not) use the CONSIGNOR’S

name or other identifying information in the advertising, promotion and sale of the
consigned Products.

10. Assignment. This Agreement is not assignable and may not be modified
other than by a written modification agreed to and signed by both parties.

11. Waiver. Waiver, forbearance, course of dealing or trade usage shall not affect
the right of a party to demand performance of any term or condition of this Agreement.

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 12. Other Agreements. This Agreement constitutes the entire understanding
between the parties, and shall supersede all prior discussions, negotiations and agreements
between the parties. Neither of the parties shall be bound by any conditions with respect to
the subject matter of this Agreement other than what are expressly provided herein.

13. Construction. This Agreement shall be construed and governed according

to the laws of the Republic of the Philippines.

14. Venue. The parties acknowledge that this Agreement is entered into in
____________ City and that any action sought to be brought by either party shall be in the
proper tribunals or agencies in ____________ City, and the parties do hereby waive all
questions of venue for the purposes of carrying out this provision.

IN WITNESS WHEREOF, the parties, intending to be legally bound hereby, have

duly executed, sealed and delivered this Agreement this ___ day of _________ 20__ in
____________ City, Philippines.

________________________________ ________________________________
Consignor Consignee
ID Type & No.: ___________________ ID Type & No.: ___________________

Signed in the presence of: ____________________ & ____________________

Republic of the Philippines }

CITY OF ______________ }S.S

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the City of __________, Philippines,
personally appeared the above PARTIES whom I have identified through their respective
competent evidence of identity as indicated above and who represented themselves to me
to be the same persons who executed the foregoing CONSIGNMENT AGREEMENT,
consisting of three (3) pages including the page on which this Acknowledgment is written,
the same having been signed by the parties and their witnesses on each and every page
hereof, and acknowledged and sworn to me that the same is their own free act and
voluntary deed.

WITNESS MY HAND AND SEAL this ____________________ in ___________ City,

Philippines.

Doc No. _____;

Page No._____;
Book No. ____;
Series of 20__.

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