RETAINER CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT made and executed by and between:

Philippine Profiteering, Co., a domestic corporation duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with principal office at Quezon City,
Philippines and represented in this act by its President, Manny Niel Lip, (hereinafter referred
to as the "CLIENT");

- and -

Ningil and Associates Law Offices, a law firm organized under and by virtue of the laws of
the Republic of the Philippines as a general professional partnership, with principal office at
Quezon City, Philippines, and represented in this act by its Managing Partner, Atty. Nani I.
Ningil, (hereinafter referred to as the "LAW FIRM"

WITNESSETH: That -

WHEREAS, the LAW FIRM has offered its professional legal services to the CLIENT and
CLIENT agrees to retain the professional legal services of the LAW FIRM under a
retainership basis, subject to the terms and conditions hereinafter stipulated:

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
agreed upon, the CLIENT and the LAW FIRM, by these presents, have entered, as they
hereby enter, into a contract of services whereby the LAW FIRM shall render legal services
to the CLIENT, under the following terms and conditions:

1. The term or duration of this contract shall be for one (1) year effective upon signing of this
agreement and shall automatically renewed on a year to year basis unless either party pre-
terminates the same upon serving a thirty (30) day-prior written notice to the other party,
without need of cause;

2. The LAW FIRM, while in the performance of its duties, shall be entitled to a fixed
monthly retainer fee of PESOS: Thirty Thousand (P30,000.00);

3. The LAW FIRM shall make itself available for ready consultation by the CLIENT or its
duly authorized officers in all matters or business requiring legal advice and opinion affecting
the said corporation in general. Written opinions rendered by the LAW FIRM on matters
affecting the business and operations of the corporation shall be subject to confirmations;

4. Meetings Outside the Law Office – A lawyer of the LAW FIRM who attends a legal
meeting outside Quezon City and within the cities of Makati, Manila, Pasay, Paranaque or
Muntinlupa shall be entitled to an appearance fee of FIFTEEN THOUSAND PESOS
(P15,000) per such outside meeting in the said specified cities.

Outside the abovementioned five (5) cities but within Metro Manila, the appearance
fee shall be P25,000.00 per such meeting.
5. The LAW FIRM shall handle other cases as referred to it by the CLIENT for a fee that
shall be determined by mutual agreement of the law firm and the CLIENT, on a case to case
basis, such as, but not limited to, all suits or cases for or against the CLIENT, including
officers and employees of the CLIENT sued in their official capacity;

6.Special Legal Matters or Court Cases. – Specific court cases or special legal missions or
assignments in behalf of the client shall be covered by separate special legal retainership
agreements, the terms and conditions of which shall be subject to negotiation and agreement
by the parties.

7. Routinary expenses for mailing of demand letters, pleadings to court and copies thereof to
adverse parties, costs of photocopy of evidentiary documents, payment of stenographic notes,
costs of publications of notices, as well as filing fees and other legal expenses in court and
other appropriate government offices shall be for the account of the CLIENT;

8. The LAW FIRM shall not, either during the term of this contract or any time thereafter, use
or disclose to any person, office, corporation or entity any confidential information
concerning the affairs of the CLIENT which he may have acquired in the course of or as
incident to this contract for its own benefit, or to the detriment or probable detriment of the
CLIENT;

9. It is understood and agreed that nothing in this contract shall be construed as establishing
the relationship of employer-employee between the CLIENT and the LAW FIRM, including
its personnel;

10. Any violation of the terms and conditions of this contract by the LAW FIRM shall give
the CLIENT the option to rescind or cancel immediately the contract without necessity of
judicial proceedings;

11. The CLIENT reserves the right to terminate this Agreement without need of cause or
reason upon thirty-day written notice to the LAW FIRM.

IN WITNESS WHEREOF, the parties have signed this instrument this February 1, 2019 at
Quezon City, Philippines.

CLIENT LAW FIRM

By: Manny Niel Lip By: Managing Partner

SIGNED IN THE PRESENCE OF

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