MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This contract made and entered into by and between:

(Company) a corporation duly organized and existing under the laws of the
Republic of the Philippines, with principal office at
____________________________________ represented in this act by
_____________________, hereinafter referred to as the “CLIENT”.

- and -

______________________ a corporation duly organized and existing under

the laws of the Republic of the Philippines, with principal place of business at
___________________________, represented in this act by its
_________________________ hereinafter referred to as the “AGENCY”.

WHEREAS, the CLIENT has to transport its products to its dealers and branches within the
Philippines requiring for this purpose delivery services including transport facilities either by
land, air and sea as well as personnel necessary to operate the same.

WHEREAS, the AGENCY has presented itself as having the capital organization and capability,
experience and expertise and personnel necessary being engaged in the business of providing
freight and delivery services, among others, to provide the services desired by the CLIENT.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants
herein set forth, the parties have agreed as follows:

SECTION 1. SERVICES OF THE AGENCY

Section 1.01. Delivery Services. The AGENCY shall pick-up, haul, handle and convert or
transport properly and safely any and all cargoes designated by the CLIENT from the CLIENT’s
warehouses and other pick-up points as may be agreed by both parties to designated
consignees anywhere within the Philippines and also from one consignee / branch to another,
as may be required by the CLIENT (all such cargoes hereinafter referred to as Client Cargoes).

The AGENCY shall always ensure the safe arrival of such Client Cargoes to their respective
consignees during the custody of such cargoes based on agreed lead-time.

Section 1.02. Delivery Fees. To compensate the AGENCY for the delivery and other services
to be provided by it under this Agreement, the CLIENT shall pay to the AGENCY and the
AGENCY agrees to accept in full payment, a fee that shall be agreed in writing between the
AGENCY and the CLIENT prior to the commencement of each activity.

Section 1.03. Expenses. All costs and expenses incurred by the AGENCY in the performance
of its obligations under this Agreement shall be for its sole account and shall not be
reimbursable by the CLIENT in the absence of agreement in writing to the contrary.

Section 1.04. Payments. The delivery fees referred to in Section 1.02, above shall be paid
within forty five (45) days after receipt by the CLIENT of the relevant bill from the AGENCY
without prejudice to the provisions of Section 2.01. Bills shall be based on the rates agreed
(see Attachment A) between the AGENCY and the CLIENT. Bills shall be submitted by the
AGENCY to the CLIENT on a weekly basis.

SECTION 2. RESPONSIBILITY OVER GOODS/MATERIALS

Section 2.01. Loss / Damage. The AGENCY shall be responsible for all Client Cargoes for
which it has accepted custody through and until final delivery.

The AGENCY, shall be liable for the damage, pilferage or loss of such Client Cargoes while in
the custody, possession and control of the AGENCY, its officers, employees or agents and shall,
within fifteen (15) days after a claim has been filed by the CLIENT, indemnify the latter for such
damage, pilferage or loss on the basis of their cost, plus 25% handling fee in the case of raw
materials, components, cartons and other such materials, or customer selling price in the case
of finished goods/products (except those that may be found to have hidden defects which shall
be indemnified at cost + 25%). If indemnification is not made within the said period, the
AGENCY agrees that the CLIENT may, at its option withhold from the fee payable to the
AGENCY as hereunder provided such amount as may be necessary to indemnify the CLIENT.
In any case, the CLIENT shall inform the AGENCY five (5) days in advance of any sum or
amount it intends to withhold from the fees due to the latter before actually withholding said
amount.

This notwithstanding, in no case shall AGENCY be liable for factory defects of the CLIENT’s
cargoes/products, even if AGENCY acknowledged acceptance and custody of the cargoes.

SECTION 3. COVENANTS

Section 3.01. Approvals. The AGENCY shall at its expense secure and maintain for the full
term of this Agreement all governmental and other approvals, consents, licenses and
authorizations and effect all declaration, filings and registrations necessary or advisable for the
performance of its obligations under this Agreement. The AGENCY shall at all times comply
with all laws, statutes, rules and regulations, order and directives of any governmental authority
having jurisdiction over it or its business or the performance of the activities under this
Agreement.

SECTION 4. LIABILITY CLAUSE

Section 4.01. Liability Clause. The AGENCY shall hold the CLIENT free and harmless and
indemnify it from and against all claims, actions, suits, proceedings, costs, expenses, damages,
losses and liabilities arising out of:

• Failure by the AGENCY to perform its obligations under this contract (but excluding all
claims for lost profits or liquidated damages).
• Claims by the AGENCY’s personnel relative to the implementation of the Labor Code and
its implementing Rules and Regulations and other laws regulating employer-employee
relationship.
• Damages to property belonging to the CLIENT or third parties, and injuries to CLIENT or
third parties, which may be caused by the deliberate act or through the negligence of the
AGENCY’s employee/s while in the performance of their duties.

Section 4.02. No Agency. In the performance of its obligations under this Agreement, the
AGENCY shall be an independent entity and shall not be, nor shall it represent itself to be, and
agent or employee of the CLIENT. No agent or employee of the AGENCY will perform any act
to or on behalf of the CLIENT that will in any way obligate, bind or make liable CLIENT in any
manner whatsoever. The CLIENT shall not in any manner be liable for any violation committed
by the AGENCY of ordinances, regulations or laws or for injury, death, loss or damage to
persons or property arising out of or in connection with the performance by the AGENCY of its
obligations under this Agreement, whether caused by the fault, negligence or carelessness of
the AGENCY, its employees or agents, or otherwise, and the AGENCY shall render the CLIENT
harmless against all liability, claims, loss, cost, damage or expense arising therefrom, including
attorney fees.

SECTION 5. CONFIDENTIALITY

Section 5.01. Confidential Information. The AGENCY agrees to hold in confidence all
matters pertaining to the CLIENT’s sales volume, research and trade secrets, inventory levels,
production plans and other such confidential information and never to disclose such matters to
any person without the CLIENT’s prior written consent, both during the term of this Agreement
or any time afterwards.

SECTION 6. PERFORMANCE BONDS

Section 6.01. Bonds. The AGENCY shall furnish the CLIENT a good and sufficient bond in the
amount of ONE MILLION PESOS ONLY (PHP 1,000,000.00), with terms and conditions
acceptable to the CLIENT as security for the faithful performance by the AGENCY of all
covenants, obligations and undertakings assumed and agreed to by him/it under this Agreement
and to answer for any and all damages or losses attributable to the fault, or negligence of the
AGENCY or its employees. Such performance bond shall remain in full force and effect until
after sixty (60) days after expiry of the bond or the period of prescription provided by law
whichever is greater for the filing of any claim or claims for liability, injury or damage to the
CLIENT arising out of or in connection with the services or work undertaken by the AGENCY
under this Agreement, shall have elapsed; provided, however, that if any claim or claims for any
of the foregoing have been filed within said period, then and in such case said bond shall
continue in full force and effect until such claim or claims have been paid for or otherwise fully
settled by the AGENCY. In the event that said performance bond be proceeded against by
virtue hereof, while this Agreement is still in full force and effect, the AGENCY upon demand by
the CLIENT agrees to immediately put up another performance bond under the same terms and
conditions and in an amount equal to the claim of the CLIENT. Otherwise, the CLIENT may
terminate this Agreement without prior notice to the AGENCY. The foregoing requirement of
performance bond, notwithstanding, the client may institute appropriate criminal or civil
proceedings against the AGENCY to protect CLIENT’s rights and interest under this Agreement.

Section 6.02. Term and Condition. The term and condition of the bond are subject to the
CLIENT’s acceptance. The AGENCY shall specifically provide in the condition of the obligations
of the bond it would secure for the CLIENT the following:

• That the bond is conditioned to answer for the faithful compliance and observance by the
AGENCY of all its obligations and undertakings in this Agreement.

Section 6.03. Replacement and Additional Bonds. At anytime during the effectivity of this
Agreement, the CLIENT may, at its absolute discretion, require (a) that the amount of the bond
be increased; (b) that it be replaced by a bond issued by another company; and/or, (c) that in
case the CLIENT makes a claim, another bond be issued for the amount of the claim. All
replacement bonds and additional bonds shall be subject to the conditions imposed hereunder
as to the original bond, and shall be submitted on the date specified by the CLIENT. The
AGENCY agrees to provide the CLIENT a bond acceptable to it within thirty (30) calendar days
upon signing this Agreement. Failure to do so automatically cancels this Agreement. Said
bond, when secured by the AGENCY and submitted to the CLIENT shall be marked
Attachment B and made part of this Agreement. Such performance bond shall also be
renewed/updated on a yearly basis, a copy of which shall be submitted to the CLIENT.

SECTION 7. EVENT OF FORCE MAJEURE

Section 7.01. Neither party shall be considered in breach of this Agreement to the extent that
performance of their respective obligations (excluding payment obligations) is prevented by an
Event of Force Majeure (as defined below). The Party prevented from carrying out its
obligations hereunder (“Affected Party”) shall give notice to the other Party of an Event of Force
Majeure upon it being foreseen by, or becoming known to, the Affected Party.

Section 7.02. If and to the extent that the AGENCY is prevented from providing the Services by
the Event of Force Majeure, while the AGENCY is so prevented, the AGENCY shall be relieved
of its obligations to provide the Services but shall endeavor to continue to perform its obligations
as far as reasonably practicable, provided that if the AGENCY incurs additional costs in so do-
ing, the AGENCY shall be entitled to the amount of such actual, reasonable and documented
costs incurred, provided that such additional costs is pre-approved in writing by CLIENT.

Section 7.03. In case the Event of Force Majeure prevents the AGENCY from rendering the
Services or any material portion thereof for a continuous period of sixty (60) days, or the
AGENCY has determined that it can no longer provide the Services by reason of the Event of
Force Majeure (as define below), either party may terminate this Agreement by giving a written
notice of termination to the other Party.

Section 7.04. For this purpose, the term “Event of Force Majeure” means an event beyond the
control of either party, which prevents a party from complying with its obligations, including, but
not limited to, (i) acts of God (such as, but not limited to, fires, explosions, earthquakes, drought,
tidal waves and floods), (ii) war, hostilities, invasion, act of foreign enemies, mobilization, requi-
sition or embargo, (iii) rebellion, revolution, insurrection, or military or usurped power, or civil
war, (iv) contamination by radio activity, (v) riot, commotion, labor disputes such as strikes and
lock outs, or (vi) acts or threats of terrorism.

SECTION 8. MISCELLANEOUS
Section 8.01. Entire Agreement. This Agreement constitutes the entire understanding
between the parties hereto with respect to the subject matter hereof, superseding all prior
negotiations, discussions, and agreements. Except as expressly provided for in this Agreement,
this Agreement shall not be modified or amended except in writing signed by both parties.

Section 8.02. Failure to Enforce. The failure of any party to enforce at any time for any period
of time the provisions hereof shall not be construed to be waiver of such provision or of the right
of any party thereafter to enforce each and every such provision.

Section 8.03. Term and Agreement. This Agreement shall be in force for a period of one (1)
year starting on ______________ and ending on ___________________ after which period, the
same may be extended for another period of one (1) year. However, in the absence of any
formal extension, this Contract shall be deemed to run on a year-to-year basis unless notice of
termination is served by one party to the other at least three (3) months prior to the end of the
original term hereof or any extension/s of such original term. The first 3 months of this
agreement shall be the trial period, and a performance review shall be done on a quarterly
basis. Should the CLIENT find the performance of the AGENCY unsatisfactory during the trial
period, this Agreement can be pre-terminated, following the provisions under Section 8.04.

Section 8.04. Cancellation. Either party may cancel this Agreement with immediate effect at
any time upon written notice to the other if a material breach of any of the conditions contained
herein brought to the attention of the other in writing has not been remedied within forty-eight
(48) hours from receipt of written notice of such breach.

Whenever the CLIENT deems it necessary to protect its financial interest, its merchandise,
and/or its customer relations, the CLIENT may immediately cancel this Agreement by giving
written notice to the AGENCY of such fact.

Either party may cancel this Agreement without cause by giving the other party written notice of
such cancellation at least thirty (30) days prior to the intended date of effectivity of such
cancellation.

In any of the foregoing cases of pre-termination of this Agreement, both parties shall be bound
to comply with their respective obligations contracted before the effective date of pre-
termination. Moreover, such early termination shall be without prejudice to and shall in no way
affect the obligations of the AGENCY which are herein stipulated to continue and survive
beyond the term of this Agreement, it being clearly understood and stipulated that such
obligation shall subsist whether this Agreement expires by reason of the lapse of its term or by
early termination as provided in the immediately preceding paragraphs.

Section 8.05. BUSINESS PARTNER’S CODE OF CONDUCT - The Tupperware Brands

Business Partner’s Code of Conduct (hereafter the BPCOC) is attached hereto as Attachment
B. AGENCY’s adherence to and compliance with this BPCOC is a material condition of this
Agreement.

Section 8.06. DATA PRIVACY - Collection and processing of personal data pursuant to, in the
course of, or in connection with, this Agreement shall be in accordance with the Data Privacy
undertaking attached as Attachment C of this Agreement and forming an integral part hereof.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this __________
day of _______________, _____ at ___________, Metro Manila, Philippines.

TUPPERWARE BRANDS PHILS., INC . __________________

By: By:

__________________________ ___________________________

__________________________ ___________________________

SIGNED IN THE PRESENCE OF:

_______________________ ______________________
ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

City of Makati )

BEFORE ME, a Notary Public for and in the ____________________, this __________
of _____________________, _____ personally appeared the following :

NAME PASSPORT NO. DATE&PLACE ISSUED

___________________ _________________ _____________________

in his/her capacity as __________________ of TUPPERWARE BRANDS PHILS., INC.

All known to me and to me known 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 the free and voluntary act and deed of the company they represent.

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

NOTARY PUBLIC

Doc. No. _______________

Page No. _______________
Book No. _______________
Series of 20__
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

City of Makati )

BEFORE ME, a Notary Public for and in the ____________________, this __________
of _____________________, _____ personally appeared the following :

NAME PASSPORT NO. DATE&PLACE ISSUED

___________________ _________________ _____________________

in his/her capacity as __________________ of _____________________.

All known to me and to me known 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 the free and voluntary act and deed of the company they represent.

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

NOTARY PUBLIC

Doc. No. _______________

Page No. _______________
Book No. _______________
Series of 20__
 ATTACHMENT B
TUPPERWARE BRANDS’ BUSINESS PARTNERS CODE OF CONDUCT (BPCOC)

Tupperware Brands believes that good business includes high standards of ethics and fairness,
and we believe we have a reputation for both. We know that a company’s reputation is affected
by the business partners they work with. For this reason we seek out business partners who
share our standards and we do not do business with those who do not.

We wish to be clear about our standards and list them below. Each of these standards may be
superseded to the extent necessary to comply with applicable law or regulation, in the
Company’s sole determination.

COMPLIANCE WITH LAWS

We expect our business partners to comply with their local law. This includes laws on
employment, health and safety, discrimination, environment, trade practices, intellec-
tual property, financial reporting, and bribery. If you are formally charged with vio-
lating a law, we want to be informed promptly, and in writing. If you are found guilty of
violating a law, we want to be informed promptly, and in writing.

In addition to local laws on bribery, we also expect our business partners to comply with
US and EU laws on bribery. Business partners should be aware of the US Foreign Cor-
rupt Practices Act and the OECD convention in the EU. These laws prohibit bribes,
kickbacks, or compensation paid to government officials, government employ-
ees, or political parties. You must notify us immediately in writing if any payments or
gifts of this nature, or any facilitating payments, are made on behalf of Tupperware
Brands.

Tupperware Brands strongly believes you should not have to pay bribes to get or keep
our business. Our employees are prohibited from asking for, or taking, payments, ser-
vices, loans, favors or gifts above nominal value from a business partner. If you are
asked to do this, please inform us immediately (US and Canada call toll free 877-217-
6220, all other countries call collect +1-770-582-5215).

Please note that our employees are under a similar obligation to report any offers of
payment from business partners.

In case the BPCOC should be violated Tupperware should be indemnified

against any losses, claims, liabilities, demands caused by this violation, Moreover Tup-
perware will be entitled to terminate the business relationship and any contracts or
agreements with immediate effect

EMPLOYMENT PRACTICES

Forced Labor. Our business partners will not use forced labor in any form -- prison, in-
dentured, bonded or otherwise.

Child Labor. Our business partners will not employ any person below the legal age lim-
it. Our business partners will not employ any person below the age of 14, even if al-
lowed by law. Workers between the ages of 14 and 18 may not work during hours when
they are legally required to attend school. To avoid off-site child labor, our business
partners will not use any form of homework for Tupperware Brands business.

Compensation. Our business partners will provide each employee/worker at

least the minimum wage required by law, and at least the benefits required by law. Each
employee/worker must be provided with a clear, written accounting for every pay period.

Hours of Work/Overtime. Our business partners will obey local laws regarding work
hours, vacation and overtime. Our business partners will not require more than 48 regu-
lar hours and 12 overtime hours per week for Tupperware Brands business, unless
written approval is given by Tupperware. Employees/Workers should typically
receive at least one day off in seven, unless there are unusual business conditions.

Safety and Health. Our business partners will provide a safe, clean, and healthy work-
place meeting all laws, and should have written safety and health standards. A proper
 workplace would normally include potable water, clean restrooms, fire exits, first aid
supplies, adequate ventilation and adequate lighting. Our business partners will provide
all safety equipment required by law, and without charge to the worker. These same
rules apply to residential housing.

Worker Discipline. Our business partners must not use beating or other corporal pun-
ishment, or mental or physical threats. Our business partners must not deduct from
employee pay for discipline.

Non-Discrimination. Our business partners’ hiring and employment - including salary,

benefits, advancement, discipline termination or retirement - shall be based upon indi-
vidual ability and not on the basis of their personal characteristics or beliefs.

Freedom of Association. Our business partners will respect the legal rights of employ-
ees/workers to associate and bargain collectively.

Subcontracting. Our business partners will not use any subcontractors for Tup-
perware Brands business without prior written approval from Tupperware Brands. Each
subcontractor must agree to this same Code of Conduct for Business Partners.

Audits. Tupperware Brands reserves the right to audit your workplace and any resi-
dential buildings no more than 2 times each year. Our business partners must maintain
on file all documents needed to show compliance with this EMPLOYMENT PRACTICES
section, and make these documents available for Tupperware Brands or its agent. If you
fail an audit and want to be re-audited to continue working with Tupperware Brands, you
may be required to pay the expense for a follow-up audit.

ENVIRONMENTAL PRACTICES

Our business partners will respect the environment and comply with all local environ-
mental regulations to reduce their impact on limited Earth resources.

RESPECT FOR ANIMALS

Our business partners will not use animals for testing Tupperware Brands production, or
in other ways treat animals cruelly.

November 2012
 ATTACHMENT C
DATA PRIVACY

The Parties hereby undertake to comply with the Data Privacy Act, its Implementing Rules and
Regulations, and all applicable issuances of the National Privacy Commission (“NPC”),
including putting in place adequate safeguards for data privacy and security.

[Party]AGENCY represents and warrants that it has obtained from the concerned data subjects
(or individuals whose personal, sensitive personal or privileged information is processed) the
necessary consent to data collection, processing, storage and sharing with respect to the
personal data, including any sensitive personal information, provided herein, or shared or
transmitted by AGENCY [Party] to TBPI pursuant to, in the course of, or in connection with, this
Agreement. AGENCY [Party] undertakes to provide TBPI copies of agreements or documents
evidencing such consent when required by TBPI.

AGENCY [Party] acknowledges and agrees that, in the course of this Agreement with TBPI,
AGENCY [Party] may receive or have access to personal data, including any sensitive personal
information, from TBPI. AGENCY [Party] shall exercise at least the same degree of care and
diligence it employs with its own personal data and confidential information, but in no event less
than reasonable care and diligence necessary under applicable laws to protect the personal
data, including sensitive personal information, shared, disclosed, transferred, or provided
pursuant to, in the course of, or in connection with, this Agreement from accidental or unlawful
destruction, alteration, and disclosure, as well as against any other unlawful processing.

AGENCY [Party] shall only process, use or disclose personal data accessed or received from
TBPI:
(a) strictly for the purposes of fulfilling its obligations and providing the services required
under this Agreement;
(b) with the TBPI’s prior written consent; or
(c) when required by law or an order of court, but AGENCYParty shall notify TBPI as
soon as practicable before complying with such law or order of court at its own costs.

AGENCY [Party] shall protect TBPI's personal data in AGENCY’s [Party’s] control or possession
by making reasonable security arrangements (including, where appropriate, organizational,
physical, and technical security measures) to maintain the availability, integrity, and
confidentiality of personal data and to prevent unauthorized or accidental access, collection,
use, disclosure, copying, modification, disposal or destruction of personal data, or other similar
risks.

At a minimum, AGENCY’s[Party’s] safeguards for the protection of personal data shall include:
(i) limiting access of personal data to authorized employees/persons on a need-to-know
basis;
(ii) securing business facilities, data centers, paper files, servers, back-up systems and
computing equipment, including, but not limited to, all mobile devices and other
equipment with information storage capability;
(iii) implementing network, device application, database and platform security;
(iv) securing information transmission, storage and disposal;
(v) implementing authentication and access controls within media, applications,
operating systems and equipment;
(vi) encrypting sensitive personal information stored on any mobile media or transmitted
over public or wireless networks;
(vii) strictly segregating personal data from information of AGENCY [Party] or its other
customers so that personal data is not commingled with any other types of information;
(viii) implementing appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks consistent with
applicable law; and
(ix) providing appropriate privacy and information security training to AGENCY‘s [Party’s]
employees.