JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This JOINT VENTURE AGREEMENT is entered into by and between:

CEDIE S. GENOVA, of legal age, single, and having a

residence at 685 Lopez Jaena St., Caridad Cavite City, hereinafter
referred to as the “FIRST PARTY”;

-and-

LLOYD MATTHEW SANTIAGO, of legal age, married,

having a residence at 304 P. Justo St., Caridad, Cavite City, Cavite
Province,

And

ALDRIN AVANILLA, of legal age, married, and a resident of

12 A. Bonifacio St., Brgy. San Jose, Noveleta Cavite, both hereinafter
referred to as the “SECOND PARTY”;

- WITNESSETH THAT -

WHEREAS, the Parties desire to enter into a Joint Venture which involves the
purchase of vehicles from one point and its sale to another point;

WHEREAS, the said vehicles shall be imported from the point of origin and
shall be resold to another point but the same shall not constitute an
import/export business as it is only for a definite number of transaction only;

WHEREAS, the First Party shall finance the said venture and the Second
Party shall be responsible for the operations of such venture;

WHEREAS, the Parties, having knowledge and being informed of all facts
surrounding the venture, agree to enter into this Joint Venture Agreement;

NOW THEREFORE, in consideration of the following premises, the Parties

agree and acknowledge as follows:

1. OBJECTIVES OF THE JOINT VENTURE

To create rights and obligations by and between the parties in

order to purchase a vehicle from a point of origin and facilitate its
release and thereafter sell and transfer ownership to other Third
Persons.

2. COVERAGE

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 This Joint Venture Agreement shall cover the purchase, payment,
transport, release and resale of vehicles from point of origin to point
of sale.

This Joint Venture Agreement shall establish the rights and

obligations of both Parties until the objectives of this Agreement be
served.

3. CAPITAL/ EXPENDITURES/TERMS OF PAYMENT

The Initial Capital for this Joint Venture shall be in the amount of
TWO MILLION NINE HUNDRED THOUSAND PESOS (Php
2,900,000.00);

The expenditures shall be deducted from this amount and such

amount shall also answer for all transactions expenses including
taxes and other lawful fees which may arise in connection with the
transactions needed for the Joint Venture;

The payment of lawful expenses shall be agreed upon by the Parties

in writing;

Any and all expenses which shall arise by reason of negligence

and/or carelessness of any Party shall be borne by him;

The Parties agree on a 2/3 share of the First Party and 1/3 share of
the Second Party, in relation to realized revenues except the capital
amount;

4. ROLES AND RESPONSIBILITIES OF THE PARTIES

It is herein agreed upon by all the Parties that neither of them are
employees of one another, but both Parties shall be considered to be
as Partners as by the very nature of this Joint Venture Agreement.

The Parties shall have the following roles and responsibilities, and
those which are naturally inferred from the relationship of the
parties which are, but not limited to:

a. FIRST PARY

i. The First Party or his duly established representative, shall

be responsible for the initial capital of TWO MILLION
NINE HUNDRED THOUSAND PESOS (Php
2,900,000.00)

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 ii. The First Party shall provide the said amount in cash or in
other forms and shall be provided in whole or in part as
agreed upon in writing by the Parties;

iii. The First Party shall take into account what has been
released to the Second Party;

b. SECOND PARTY

i. The Second Party shall be accountable for the amount

provided for by the First Party.

ii. The Second Party shall be responsible for the payment of

taxes and all legal fees connected therein upon the sale and
transfer of the above-mentioned vehicle.

iii. The Second Party shall be responsible for the acquisition of

the vehicles at the point of origin and shall ensure safe
transportation to the point of sale.

iv. The Second Party shall provide acknowledgement receipts

for any and all amount received from the First Party.

v. Shall safekeep and make an account of any and all of the

funds provided or paid by the First Party.

vi. The Second Party, namely Aldrin Avenilla shall open a

Bank Account for the capital provided by the First Party
and such amount is agreed upon by all the Parties herein to
constitute as the trust fund allocated for all the expenses
that will be needed in this Joint Venture, and in addition:

a. Any and all amount shall be duly recorded

and documented;
b. The expenses shall be accounted and proof of
payments shall be collated;
c. No amount may be withdrawn by any Party
without the express consent of all Parties;

vii. The Second Party, namely Lloyd Matthew Santiago, shall

be responsible for the entry of the vehicles on the point of
sale and shall be the one to transact with any third party in
relation to the said venture.

viii. The Parties shall notify each other for any work or
transaction which shall arise in this said joint venture, and
ALL decisions shall be agreed upon by all the Parties in
writing;

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5. CONDITIONS PRIOR TO AND SIMULTANEOUS WITH THIS
JOINT VENTURE AGREEMENT

Upon the release of funds of the First Party to the Second Party, the
First Party shall fully account and document the release and the
Second Party shall subsequently, in the earliest time, open a Bank
Account for the fund’s safekeeping. The Second Party shall be
responsible for all the paper works related in the bank account.

In the event that a vehicle has been purchased, the said vehicle shall
be equally owned by all the parties, such that any obligations and
liabilities which attaches to the said vehicle shall be borne by all of
them.

6. REPRESENTATIONS AND WARRANTIES

The Parties represent that they have the requisite power and
capacity to enter into this Agreement and perform their obligations
and undertaking according to the terms and conditions set forth.

The Parties shall comply with the pertinent laws, rules and
regulations promulgated by the Government of the Republic of the
Philippines.

This Agreement shall be binding upon the Parties and their

respective successors in interests and assigns.

7. IMPLEMENTATION AND AMENDMENT

The Parties shall consult with each other for the efficient and
effective implementation of the Agreement.

No amendment to this Agreement shall be made except upon the

written agreement of all the Parties herein.

8. SEVERABILITY

Should any provision of this Agreement be held void, invalid or

unenforceable, such other provisions not affected thereby shall
remain to be valid and enforced to the maximum extent possible, in
full force and effect.

9. DISPUTE RESOLUTION/VENUE OF ACTION

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 In case of conflict or dispute between the Parties arising from this
Agreement, all parties agree to freely and voluntarily submit
themselves to necessary consultation and negotiation for purposes
of amicable settlement and find a mutually acceptable solution to
their conflict/dispute.

Should the Parties fail to reach an amicable settlement of their

conflict/dispute, the same, as may be agreed upon by the Parties in
that case, be submitted to arbitration before a Panel of Arbitrators
chosen by the parties, and governed by the Rules of the Philippine
Dispute Resolution Center.

However, in case the said conflict/dispute shall reach the courts of

law, the parties agree that the competent courts of Cavite City shall
have the exclusive jurisdiction of the same, to the exclusion of all
other courts or tribunals.

It is further agreed that the First Party shall have no cause of action
against the Second Party until the Second Party has brought an
action against any Third Party which has caused damage to the
venture itself.

10. EFFECTIVITY

This Agreement shall take effect upon signing hereof and shall
remain in full force and effect unless and until the venture is
completed or unless sooner revoked or terminated by ALL the
parties through written notice of revocation or termination.

This Joint Venture is only effective for SIX (6) consecutive

SUCCESSFUL transactions. In the event that there are unsuccessful
transactions, such transactions shall not be counted in the effectivity
hereof.

IN WITNESS WHEREOF, the respective Parties have hereunto set their

hands this ____________________ at Cavite City, Philippines.

CEDIE S. GENOVA LLOYD MATTHEW SANTIAGO

FIRST PARTY SECOND PARTY

ALDRIN AVENILLA
SECOND PARTY

Signed in the presence of:

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______________________________ ______________________________

REPUBLIC OF THE PHILIPPINES )

CITY OF CAVITE )

ACKNOWLEDGEMENT

BEFORE ME, this ____ day of _______, 2020 at City of Cavite, Cavite
Philippines, personally appeared the persons abovenamed, and known to be the
same persons who executed the foregoing instrument and acknowledge to me
that the same is their own free will:

Name Identification
1.
2.
3.

This Compromise Agreement consisting of six (6) pages including this page on
which the acknowledgement is written has been signed on each and every page
thereof by the parties and instrumental witnesses.

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

Notary Public

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2020.

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