PARTNER’S AGREEMENT

Know All Men by These Presents:

This AGREEMENT made and entered into on this __th day of ________________ at Las
Pinas City, Philippines, by and between:

‘RODICAVEC INTERNATIONAL, INC., is a domestic

corporation duly organized and existing under the laws of
the Republic of the Philippines, with office address at Pacita
Avenue, Pacita II, Brgy. Sa Vicente, San Pedro, Laguna.
represented herein by its Operations Manager John
Michael D. Cu, and hereinafter referred to as the
“PRINCIPAL”;

-and-

_____________________ of legal age, with postal

address
_________________________________________________________
___hereinafter referred to as the “PARTNER”;

WITNESSETH: That

WHEREAS, the PRINCIPAL needs the service of an independent PARTNER who

can handle the pick-up and delivery of cargoes within the Luzon according to the
standards and Service Level Agreements (SLA’s) set forth by the PRINCIPAL;

WHEREAS, the PARTNER is duly accredited and authorized to engage in the

business as a common carrier particularly in the delivery of goods to various points in
the Philippines;

WHEREAS, the PARTNER warrants that it has adequate capital, expertise,

knowledge, equipment’s and qualified personnel necessary for the services contracted
for;

WHEREAS, PRINCIPAL shall be required the PARTNER to provide a GPS Tracker

to their respective vehicles at par to the standards set forth by the PRINCIPAL in the
installation of the said device.

WHEREAS, qualified drivers shall be at the PARTNER’s Cost.

NOW THEREFORE, for and in consideration of the foregoing premises and with
this mutual covenant and stipulations set forth, the parties hereto agree as follows:

I. SCOPE OF SERVICES
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 1.1 The PARTNER on their desire to extend services to the PRINCIPAL by
presenting necessary units or vehicles of good standing and conditions
hereby agrees to provide units of roadworthy and secured vehicle(s) for pick-
up and delivery of cargoes from and to various locations within Luzon as
mandated by the PRINCIPAL;

1.2 The PARTNER ensures the PRINCIPAL of the availability of the vehicles thirty
(30) days a month, exclusive of holidays and Sundays without any
interruptions.

1.3 The PARTNER warrants that vehicles assigned to serve the PRINCIPAL’s
requirements are in roadworthy condition; any problem that may occur that
requires the PRINCIPAL to provide a rescue vehicle to any units of the
PARTNER; the PARTNER shall pay the RESCUE FEE amounting of Five
Thousand pesos (5,000.00).

II. Status of the Parties

2.1 It is understood that the PARTNER is an individual, distinct and separate in

personality from the PRINCIPAL. Accordingly, in the performance of the services
to be rendered by the PARTNER to PRINCIPAL as provided in this agreement,
there exists no employer-employee relationship between them or the employees
who may be designated by the former to perform its obligations to the latter.
Further, it is understood that there exists no agency relationship between them.

III. Obligations of PARTNER

The obligations and accountabilities of the PARTNER by virtue of this agreement

are as follows:

CONTRACTOR shall provide motorized, registered vehicles which are duly

licensed and lawfully permitted to perform the services stipulated in this
Agreement, and such number as may be required by PRINCIPAL appropriate for
the safe and timely transportation of PRINCIPAL’s client’s goods and items. Pick-
up point (“Pick-up Point”) and delivery points (“Delivery Points”) shall be as
follows:

3.1 Pick-up Points:

Pick-up point shall be within Luzon, unless required by the PRINCIPAL with prior
notice to PARTNER, and mutually agreed in written between the parties.

Office address : Unit 306, 17 Vatican Building, Vatican Drive BF Resort

Las Piñas City

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Pick Up time: as per advice by PRINCIPAL’s authorized representative

3.2 Delivery Points: Various points in Luzon.

3.3 The PARTNER shall deliver within the prescribed delivery period and unload
the products only at the place/s provided by PRINCIPAL as delivery address.

3.4 The PARTNER shall provide its delivery vehicles with competent and duly
licensed drivers and required number of helpers who conform to safety driving
procedures and is trained in handling cargoes contemplated in this Agreement.
The PARTNER’s drivers and helpers shall always be presentable when dealing
PRINCIPAL’s clients and/or that of the PRINCIPAL’s client’s customers. Proper
identification shall be provided hereof.

3.5 The responsibility of the PARTNER over the care of the items/goods shall
start from the time the goods/items are received from PRINCIPAL and ceases
only upon receipt of the item by the customer or the authorized recipient. The
CONTRACTOR hereby undertakes to pay the PRINCIPAL the cost of the goods
damaged or lost while in PARTNER’S possession or custody valued in the amount
as reflected in the delivery documents accompanying the goods.

3.6 The PARTNER acknowledges that its delivery personnel will, from time to
time, be receiving cash collections from consignees of the goods to be delivered.
In this regard, the PARTNER hereby voluntarily and absolutely undertakes to
indemnify PRINCIPAL the full amount of uncollected, unremitted and
unaccounted cash collections whatever the cause of non-remittance or loss of the
moneys, except when the loss was occasioned by causes attributable to
PRINCIPAL’s act.

3.7 The PARTNER shall comply with all documentations and procedure/s as
may be required by PRINCIPAL in relation to the delivery of goods or pick up of
returned items from the customers. The PARTNER shall be possessed of effective
communication device to promptly update the PRINCIPAL the status of every
delivery. All PODs/Invoices/Receipts and cash collections shall be remitted by
PARTNER’s drivers and helpers on the same day of delivery dispatch and/or
receipt of cash collection.

3.8 It is expressly agreed that all delivery vehicles to be used by the PATNER in
the performance of this contract are those which are the property of the
PARTNER. Any maintenance, repair costs and all liabilities shall be for the
PARTNER’S account.

3.9 PARTNER shall immediately inform PRINCIPAL of any delays, accidents or

other unanticipated events or those that may occur while CLIENT’s goods are in
their possession – either stored or in transit - that may prevent the scheduled
delivery.

3.10 PARTNER has the obligation to disseminate to and inform all of its
employees to be dispatched with the delivery vehicles of the scope of services,
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 obligations, indemnifications and warranties it will perform for the PRINCIPAL as
covered by this Agreement and lack of knowledge of the delivery personnel shall
not be considered an excuse to the non-performance or waiver of any of the
stipulations in this Agreement.

IV. SERVICE CHARGES AND BIL LING

4.1 The PRINCIPAL and PARTNER agree to review the rates stated in this service
contract at any time if necessary in view of the various costs and other
compelling economic factors. The PRINCIPAL and PARTNER maintain the
authority to present any changes or increase/decrease in the monthly charges to
the PRINCIPAL for the discussion and agreement of both parties.

4.3 The PRINCIPAL shall ensure payment of service charges within (45) Forty-
five days after the filing of correct and complete documents by the PARTNER.

4.4 Check payments shall be made payable under the name of the PARTNER.

4.5The PARTNER shall be liable to PRINCIPAL, without prejudice to other

stipulated operational Service Level Agreements (SLA) entered by both PARTNER
and PRINCIPAL, and in addition to penalties deemed necessary by PRINCIPAL, in
the event any of the following incidents occur:

a. Any items/goods lost during storage and transit while deemed in

PARTNER’s possession.

b. Damaged items while in transit or due to mishandling.

4.6 The PRINCIPAL shall have the authority to withhold payments or

automatically deduct the penalties and cost of damage or lost goods from the
payment due to PARTNER pending resolution of any disputes or questions on
payments, charges, and other costs-related issues.

V. INSURANCE

4.7 The PARTNER shall undertake to insure its equipment and personnel against
accident, theft, loss and injury, and other insurance coverage that the PARTNER
may deem necessary in the course of serving the PRINCIPAL’s trucking
requirements. For this Agreement, PARTNER shall secure a surety bond that will
indemnify PRINCIPAL for any loss or damage to the goods/items endorsed to
PARTNER for delivery as contemplated in this Agreement. Further, the PARTNER
should provide to the PRINCIPAL a complete and authenticated copy of the
insurance (Marine Insurance covering 2 Million) /surety policy and other
pertinent documents relative to it.

4.8 The PARTNER shall shoulder any and all kinds of loss, damages, expenses or
injuries for any and all causes whatsoever, including but not limited to theft and

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 robbery, fire, overturning or derailment of land conveyance owned or rented by
CONTRACTOR, total loss of any package dropped whilst loading on to or
unloading from vehicle of the PARTNER, carton box damage and other kinds of
physical damage of PRINCIPAL’s client’s goods and accessories. The PRINCIPAL
reserves the right to deduct the value of lost or damaged goods from whatever
payment is due to CONTRACTOR.

4.9 In case of loss, destruction, or damage of the goods requested for delivery
caused by any situation mentioned above, the PARTNER should pay PRINCIPAL
the value of the goods for the cost (Based on Invoice Amount) within (15) days
upon PRINCIPAL written notice with proof of the value of the loss, destroyed, or
damage goods. The PRINCIPAL’s right claim for the lost or damage goods will not
prescribe until the expiration or termination of this Agreement, or within three
(3) months from the discovery of the loss or damage if the same is proven to have
been concealed by the PARTNER

5.0 In case any of the circumstances mentioned above occurred, The PARTNER
should inform the PRINCIPAL immediately WITHIN 2 working days of the
happening thereof. If PARTNER fails to report the loss or damage which is within
its knowledge or the knowledge of PARTNER’s employees or agents, the
PARTNER’s liability shall remain subject to the limitations stipulated in this
Agreement.

VI. LIMITATIONS

The PARTNER agrees to deal only with the PRINCIPAL, and shall not in anyway
directly or indirectly transacts any business with the PRINCIPAL’s client/s.
During the effectivity of this Agreement, and twelve (12) months thereafter,
PARTNER shall not directly or indirectly through another entity: (i) induce or
attempt to induce any customer, supplier, licensee or other business relation of
the PRINCIPAL to cease doing business with the PRINCIPAL, or in any way
interfere with the relationship between any such customer, supplier, licensee or
business relation and the PRINCIPAL; (ii) solicit or provide services related to the
business to any person who was a customer or client of the PRINCIPAL at any
time during the 12-month period immediately preceding the Termination Date;
or (iii) solicit or provide services related to the Business to any Prospective
Customer. For purposes hereof, a Prospective Customer means any Person whom
the PRINCIPAL has entertained discussions with to become a client or customer
at any time during the 12-month period immediately preceding the execution of
this Agreement and who has not explicitly rejected a business relationship with
the PRINCIPAL.

If PARTNER fail to adhere, the PARTNER shall be penalized and will need to pay
(1) million pesos to the PRINCIPAL.

VII. CLAIMS

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8.1 Any claim/s that may arise against PRINCIPAL by its clients during the course
of operations shall be directed to the PARTNER. The PRTNER shall then
investigate these internally and communicate these to the PRINCIPAL’s
representative who will likewise investigate the incident. Any accountability that
may arise due to the fault of the PARTNER shall be for the PARTNER’s account;

8.2 Accidents resulting to damage to property and/or injury or death incurred to

third persons or even to the properties and employees of the PARTNER caused by
its employees shall be the absolute and sole liability of the PARTNER. In the
event that a suit is filed in court against the PRINCIPAL for the intentional acts or
negligence of the PARTNER’s employees, the latter undertakes and binds itself to
reimburse the former for expenses incurred in defending itself in court. The
PARTNER shall likewise hold free and harmless the PRINCIPAL for any liability or
obligation incurred by reason either of the negligence or intentional acts of his
employees.

8.3 All the claims by third parties which is proven to be the accountability that
may arise due to the fault of the PARTNER shall be payable or be deducted from
the PARTNER’s account within (30) thirty days upon PRINCIPAL written notice
and proof of accountability to PARTNER. The PRINCIPAL’s right claim for the
PARTNER’S such accountability will not prescribed until the expiration or
termination of this Agreement, or within three (3) months from the discovery of
the loss or damage if the same is proven to have been concealed by the PARTNER.

8.4 NATURE OF CLAIMS Chargeable to the PARTNER

Damages:

 Dented outer cartons with inner packing damages upon delivery when
cartons were accepted in good condition during dispatch;

 Broken item / cargoes inside the carton when proper fillers / separators /
protectors are present;

 Damaged/Stained outer cartons or packaging;

 Damaged/Stained outer cartons but the items / cargoes inside are in good
condition; The PARTNER have the reliability for the damage of the carton
box and should responsible replace it;

 Cargoes that have a visible signs/remarks of pilferage/lost/damages or

etc upon receipt of the consignee on PRINCIPAL’S delivery receipt;

 Lost packages / cartons upon delivery to the customer when number of

packages / cartons dispatched is complete;

 Incomplete receiving of the customer and no return items to PRINCIPAL

when items were completed during dispatch;

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  No proof of delivery of the PRINCIPAL’s delivery receipt and PRINCIPAL’s
customers’ receiving receipt;

 Lost of Invoice/POD (Both PRINCIPAL’s delivery receipt and PRINCIPAL’s

customers’ receiving receipt; and

 PARTNER is liable on Lost of Invoice/ PRINCIPAL’s delivery

receipt/PRINCIPAL’s customers’ receiving receipt. Consider as lost of TV, if
the PRINCIPAL’s Client/s denied receipt of the Goods; If PRINCIPAL’s
Client/s confirmed receipt of the Goods, PARTNER should provide legal
proof such as affidavit of lost and additional PRINCIPAL will charge
PARTNER 5,000 pesos per documents as penalty.

 All damages on the packaging of goods must be indicated on the

corresponding receiving cargo manifest, otherwise the damage shall be
deemed attributable to PARTNER’s employee. Damaged packaging shall
not be opened except before the authorized representative of the
PRINCIPAL.

VIII. Lead Time and Penalty

The PARTNER responsible delivers the goods for PRINCIPAL within a lead time
period including:

1. Lead Time for delivery: From the time pick up at PRINCIPAL warehouse
until the Time arrived at PRINCIPAL Client Hand: SAME DAY/ SAME DAY
ATTEMPT

2. Lead Time for Return documents including and not limited Delivery Note,
Sales Invoice and Backload TV: From The time Client received the goods
until documents return to PRINCIPAL Staff: SAME DAY

In the event that the PARTNER failed to meet the commitment of lead time for
delivery and return document which is fault of the PARTNER or its suppliers, the
PRINCIPAL will give a penalty for the PARTNER and other situation penalty as
below:

Penalty

Lost
cost of the Goods based on invoice amount
Goods

Damaged Total
cost of the Goods based on invoice amount
Goods Damaged

Partial
cost of repair / Replacement the Goods and accessories
Damaged

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Delayed
50 pesos per day per transaction
Delivery

Delayed
Return of 50 pesos per day per documents
Docs

Consider as lost of goods, if the PRINCIPAL’s Client/s denied

Including
received the Goods; If PRINCIPAL’s Client/s confirmed
Lost lost Delivery
received the Goods, PARTNER should provide legal such as
Document Note and
affidavit of lost and additional PRINCIPAL will charge
Sales Invoice
PARTNER 5,000 pesos per documents as penalty.

Delay in
P10.00 per horseway bill per day
Updating
Deliveries

IX. Term & Termination

This Agreement shall be for a period of thirty (365) days commencing on April 18 2019
and expiring on April 18 2020. Unless rescinded in writing by PRINCIPAL upon written
notice to the PARTNER at least five (5) days prior to expiration, this agreement will only
be considered as renewed at the end of said original thirty (30)-day period if written
notice is given by the PRINCIPAL to the PARTNER of the former’s intention to renew this
Agreement for a similar period.
PRINCIPAL may, even prior to the expiration of the term hereof and for whatever reason
or cause, terminate this Agreement at any time upon after fifteen (15) days from the
effectivity of this Agreement with prior written notice to the PARTNER, without any
liability on the part of PRINCIPAL.

X. Confidentiality

The PARTNER shall not, at any time and without the prior written consent of
PRINCIPAL, divulge, disclose, or make known any pertaining to their respective
confidential information. This confidentiality clause shall remain in full force and effect
and survive this agreement notwithstanding its termination or the completion of the
services contemplated herein and/or subject hereof.

XI. Sub-contracting

The PARTNER is prohibited from subcontracting in whole or in part the obligations and
presentations of this Agreement. However, if this cannot be avoided due to the
complexities and exigencies of PRINCIPAL’s business, the PARTNER shall by written
request seek the approval of PRINCIPAL. All sub-contractors appointed by PARTNER
shall be subject to the terms and conditions set forth herein. Additionally, the PARTNER
shall be solely liable to PRINCIPAL for the safety, delivery and accounting of the
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PRINCIPAL’s goods which sub-CONTRACTOR transports as if the PARTNER itself
renders such service, without prejudice, however, to PARTER’S right of recourse against
the sub-PARTNER.

XII. Contingencies

13.1. The following requirements shall be submitted and duly presented not limited to
the following:

2.1. Letter of Intent (must state the exact number of vehicles to be utilized).

2.2. Business Permit if, Sole Proprietorship present the DTI Certificate of
Registration, SEC Certificate, Articles and by-laws, Mayors permit and BIR Certificate
of Registration. Must have to submit latest ITR for new Business Registration Form
received by the bank

2.3. OR/CR of the Vehicle/Insurance Policy/

2.4. Two (2) valid ids

2.5. NBI, Police clearance, Barangay Clearance

2.6. Four Hundred Fifty Pesos (P450) shall be deducted every 30 Th day of the month
to serve as the monthly maintenance fee of the GPS Tracking system.

Sketch map of the business and accessible contact numbers of residence address and
business address.

Upon the completion of the requirements, the PARTNER shall also comply with the
following requirements per unit:

Drivers’ profile, drivers’’ assistant profile, duly accomplish application form. The
PARTNER shall also require to submit a fully equipped units to install the standard
tracker for the said units. This is for the protection of both parties concerned. Fire
extinguisher with basic safety aide shall also require to comply with. Safety uniform
shall be provided for proper identification purposes. Fake documents submitted
shall subject to investigation and file necessary criminal charges against to.

Mandatory trainings and seminar shall be provided solely and exclusively with fees
by Rodicavec International, Inc.

XIII. Notices

Any report or communication which is required to be in writing shall be transmitted by

a party to the other via personal delivery whenever practicable or by electronic mail
(email). Notices shall be addressed to:
If to PRINCIPAL:

RODICAVEC INTERNATIONAL, INC.

305 17 Vatican Bldg., Vatican Drive,
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BF Resort Village, Las Pinñ as City
Philippines, 4024

XIV. Force Majeure

Neither party shall be liable for delay in performance of its obligations under this
Agreement, either in whole or in part due to force majeure which shall mean fire,
inundation, earthquake, lightning, and other acts of God, strikes, lockouts, embargoes,
quarantine restrictions, legislation or intervention of the government, its
instrumentalities and agencies, interference caused by war or the unanticipated
imminence thereof between any nations.

XV. Miscellaneous

The parties hereby consent and agree that jurisdiction and venue for any claim or cause
of action arising under or related to this Agreement or any order shall be properly and
exclusively in the proper courts of the City of Makati, Philippines and expressly waive
any and all rights which may hereafter arise to contest the propriety of such choice of
jurisdiction and venue.

Any changes or modification of this agreement shall be in writing and duly approved
and signed by both authorized signatories. The failure of either party to insist upon the
performance of any of the terms and conditions of this Agreement, or the waiver of any
breach of any of the terms and conditions thereof, shall not be construed as thereafter
waiving any such terms and conditions nor such waiver be construed to be a waiver of
any other antecedent or subsequent breach of any of the terms and conditions of this
Agreement, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred. Any waiver of PARTNER and PRINCIPAL. Shall be
valid and effective only where such waiver is given in writing.

The parties acknowledge that this Agreement has been read and understood, represents
the entire agreement and understanding of the parties, and supersedes all prior
agreements, communications, or understandings, whether oral or written.

IN WITNESS WHEREOF, both parties have hereunto set their hands this _____ day
of ____________________, 2019 at ____________________, Philippines.

RODICAVEC INTERNATIONAL, INC.

John Michael D. Cu __________________

General Manager Partner

WITNESSES

____________________________ ____________________________

AKNOWLEDGMENT

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Republic of the Philippines)
City of _________________) S.S.

BEFORE ME, a notary public for and in the City of ____________________ on this _____ day of
___________________, 2019, personally appeared.

NAME IDENTIFICATION NO. ISSUED AT

John Michael D. Cu TIN NO: 266-755-437-000 Biñan, Laguna

_________________________ ________________________________ __________________
All known to me and to me know to be the same persons who executed the
foregoing instrument and acknowledged before me that the same is their free act and
voluntary deed.

This instrument, consisting of ten (10) pages, including the page on which this
acknowledgement is written, which has been signed on the left margin of every page
thereof by the contracting parties and their witnesses, and sealed with my notarial seal.

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

NOTARY PUBLIC

Doc. No. _____;

Page No._____;
Book No._____;
Series of 2019.

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