JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Project agreement made and executed by and between:
I/WE_________________________________, Filipino, of legal age,
with the residencesame address at ____________________, hereinafter
referred to as the “OWNER”,
-and-
________________________, a domestic corporation duly
organized and existing by virtue of Philippine laws, with office and postal
address at West Avenue, Quezon City, on behalf of its President,
__________________, with the same address, hereinafter referred to as the
“DEVELOPER”.
WITNESSETH:
WHEREAS, the “OWNER” owns a parcel of land in
_________________, covering TCT/OCT ________ and ____________ is
likewise appointed as Attorney-In-Fact of the co- owners of the adjacent lot
being referred to s, all comprising an aggregate area of at least 28
HECTARES_____________, which stretches or expands to the entire
_______________________ and all the properties adjacent to
________________, hereinafter referred to as the “Property” covered by
several Transfer Certificates of Titles (TCT) true copyies of which isare
herein attached and made an integral parts hereof and identified in the
Vicinity Plan herein attached as Annex “A” series together with the
respective Special Power of Attorney duly signed by of the co -owners
other lot owners, attached hereto as Annex “B “series,

WHEREAS, the OWNER wishes to cause the development of the

“PROPERTY” into a mixed use development, with lots, villas, houses and
lots, condominiums, condotels, etc., with an area of approximately 28-
HECTARE PROPERTY_____________________, expandable to the whole
______________ and all the properties adjacent to the _________________,
located in _______________, registered in the name of RUFINA
MANARINits trustees and to grant the DEVELOPER the right of first
refusal to develop the said property;

WHEREAS, the “DEVELOPER” has agreed to undertake the

development of the 28 __________ HECTARE PROPERTY into a mixed use
development, with lots, villas, houses and lots, condominiums, condotels,
etc. (hereinafter referred to as the “Project”) and to grant the DEVELOPER
the right of first refusal to develop they adjacent properties of
_______________, including all future expansion or extension of adjoining
properties owned by the Principal Owners, and by __________________,
the affiliates, subsidiaries and sister companies.
WHEREAS, the OWNER will take the initial expenditures in the
amount of PhP _____________ from a third party herein named as the
“FINANCIER” , a separate agreement between the “FINANCIER” and the
OWNER regarding interest rate will be then provided between them.
WHEREAS, the “ DEVELOPER” hereby acknowledges the existence
of this “FINANCIER” and would hold responsible as to the schedule of
payments , thus payment to the “ FINACIER” will be made thru the
“DEVELOPER”
WHEREAS, upon release of the amount from the “ FINANCIER” to Formatted: Font: Not Bold
Formatted: Tab stops: 1.05", Left
the OWNER , the “ DEVELOPER” shall be duly notified by both the
OWNER and “FINANCIER” so that notice to commence the “Project” be
executed Formatted: Font: Italic

NOW, THEREFORE, for and in consideration of the foregoing

premises and subject to the terms and conditions herein below specified,
the parties have agreed and do covenant with each other as follows:

ARTICLE I
THE JOINT VENTURE
The parties hereto jointly develop the properties covered under the Formatted: Justified

following titles into a mixed use development, with lots, villas, house and
lots, condominiums, condotels, etc., to wit:

(Please enumerate the titles included in the Joint Venture Agreement)

ARTICLE II
FINANCIAL AND SHARING IN THE RETURNS OF THE PROJECT

1. It is the essence of this Agreement that the parties enter into this Joint Formatted: Justified

Venture to develop the Property into a MIXED-USE development. In

consideration of the joint venture, parties agree to share in the saleable
lots/units resulting from the PROJECT. In this connection, the OWNER
shall have the following shares:
 For House and Lot Package, Townhouse, Villas = _________ gross
saleable area or units
  For Condominium/Condotels = ________ of gross saleable area or
units
 For Lots only = _______ of gross saleable
2. The OWNER and DEVELOPER shall allocate the saleable lots / units Formatted: Justified

resulting from the PROJECT in accordance with the sharing specified

under Section 1 of this Article upon approval of the final subdivision plan
by the Housing and Land Use Regulatory Board.
3. The OWNER and the DEVELOPER agree to annotate on the titles of the
houses and lots, villas, condominiums, condotels, etc. a uniform Deed of
Restrictions.

ARTICLE III
THE PROJECT
1. The DEVELOPER hereby undertakes to develop the Property into a
mixed use development, townhouse, villas, condominiums, condotels and
provide the following requirements:
a. Entrance gate;
b. All concrete roads;
c. Perimeter fence;
d. Concrete sidewalks;
e. Drainage system;
f. Street lightning system;
g. Electrical system;
h. Develop the open space as decreed by P.D. 957;
i. Amenities
j. Cleaning of all construction debris from the subdivision site after the
completion of all the above.
2. The Project area shall consist of the aggregate area of at least Formatted: Justified

______________, more or less, which may stretch or expand to the entire lot
._________ including __________ and all the properties adjacent to
__________. The OWNER grants the DEVELOPER the right of first refusal
to develop the the said property. adjacent properties, including all future
expansion or extension of adjoining properties owned by the Principal
Owners, and by _____________________, its affiliates, subsidiaries, sister
companies.
3. The OWNER shall contribute to the Project a total of __________ square
meters, more or less, including its previous developments, if any, for
immediate full development, including all the representations, warrants
and obligations under this Agreement. For said purpose, the OWNER
hereby delivers physical possession of said property including all previous
developments thereof to the DEVELOPER.
4. The PROJECT shall be divided into Phases, and the DEVELOPER shall,
as soon as practicable, start the construction and development works on
the Project and is committed to complete the construction and
development works and facilities therein within years from completion of
all the necessary permits and clearances to commence the development
works, including the Exemption or Conversion Clearance from the
Department of Agrarian Reform (DAR), Development Permit from the
local Sanggunian, and the Environmental Compliance Certificate from the
Department of Environment and Natural Resources (DENR), License to
Sell from the HLURB and other permits and licenses as may be required by
law. Provided, however, that the full and complete possession of the
Property during and for purposes of development is turned over to the
DEVELOPER free and clear of any and all squatters, tenants or occupants
and other impediments to development. Said development period shall be
automatically suspended in case of fortuitous event or force majeure. The
DEVELOPER is hereby given sufficient time within which to commence
the development within years from obtaining the Permit To Develop and
License to Sell from the HLURB and other permits and/or clearances from
other government agencies.
5. The development works on the Project shall be made on a phase by
phase basis as will be reflected in the master layout / development plan of
the project. Should the development be on-going in a particular phase, the
same shall be completed and shall not be stopped by the Owner despite
any disagreement or dispute that may arise in the course of the progress of
the development works. However, the DEVELOPER may elect to
discontinue development of other phases in case of serious breach by the
OWNER of any provisions of this agreement.
6. The DEVELOPER hereby undertakes to prepare and make the
development plan of the Project, indicating and showing to the OWNER
for its reference, the lay-out of roads right-of-way width and gradient,
easements and similar data for alleys, if any, the lot boundaries, number
and total land area and block numbers; and the site data, total land area,
typical lot size, typical unit size, areas allocated for roads and pathways
and other facilities and submit the same for approval by the Housing and
Land Use Regulatory Board.
7. The DEVELOPER shall be solely, and at its own expense, responsible for
securing the approval from all pertinent government authorities of the
technical studies, designs and plans of the Project. It is understood that
after all approvals have been obtained, the execution of all works
envisaged herein shall be the exclusive prerogative and domain of the
DEVELOPER.
8. The DEVELOPER shall at its exclusive expense procure all the necessary
equipment and hire or contract for all engineering, administrative and
other employees or laborers required to carry out the construction and
development work of the Project.
9. The DEVELOPER shall cause the survey of the Property and
determination of the technical description of the individual plots resulting
thereto.

ARTICLE IV
OBLIGATIONS OF THE OWNER
1. The OWNER undertakes to deliver within ____ days from the signing of Formatted: Justified

this Agreement, original copy/ies of the Owner’s Transfer Certificate/s of

Title/s for purposes of annotation of this Agreement or jointly undertake to
cause the annotation. The foregoing notwithstanding, the DEVELOPER is
duly authorized to cause the corresponding annotation and/or entry of this
Agreement with the proper Registry of Deeds should be the OWNER fail to
deliver the same.
2. Immediately after the annotation of this Agreement on the Transfer
Certificate/s of Title/s, the OWNER shall turn-over the Owner’s Copy of
Title with annotation, to the DEVELOPER for safekeeping in a safety
deposit box in reputable bank mutually acceptable to the parties. The
DEVELOPER shall only hold the owner’s copy of the Title is in trust for the
OWNER. Releases of the said title shall be effected only upon joint
authority of the OWNER and the DEVELOPER.
3. The OWNER hereby warrants, guarantees and represents that it owns
the Property and that it has a god, indefeasible and registrable title to the
Property it is contributing to the Project and that it shall, at its own
exclusive expense, defend its titles against the legal claims of third persons
whosever.
4. The OWNER warrants that there are no claims of any third party on the
Property, and if there are any, the OWNER shall defend its rights and title
thereto at its own expense and shall render the DEVELOPER free and
harmless from any and all claims of third parties whatsoever.
5. The OWNER hereby agrees not to sell, cede, transfer, assign, mortgage, Formatted: Justified

encumber or in any manner dispose the Property and its rights and
interests and obligations under this Agreement without the express written
permission and consent of the DEVELOPER. Both parties, however, shall
follow the selling price agreed by both parties.
6. The OWNER shall release through the DEVELOPER such titles which
the DEVELOPER shall deem necessary with conformity of the OWNER in
writing, like donation of road lots and open spaces authorizing the
DEVELOPER to donate the road lots and open spaces, inclusive of all
alleys, parks and playgrounds to the Local Government Unit or to the
Homeowners Association, whichever is expedient to the interests of the
DEVELOPER and OWNER.
7. The OWNER shall warrant that they shall ensure the continuous and
peaceful possession and control over the property by thie DEVELOPER
upon the execution of this Agreement and through the duration of the
Project.
8. In the event of litigation challenging the OWNER’S rights to carry out
the subject of this Agreement, the expenses and judgement against the
OWNER, if there be any, shall be for the exclusive account of the OWNER.
In case of such suit, the DEVELOPER shall have the right to suspend all or
portions of the development activities and the corresponding development
period provided herein shall automatically be deemed suspended until
such time as the said litigation shall have been finally and favourably
settled. The OWNER shall not file any suit against the DEVELOPER within
a period of five (5) years from the signing of this Agreement.
9. In the event of any force majeure, including but not limited to fire, storm,
earthquake, volcanic eruption, and any other Acts of God, acts of public
enemy, 3rd party obstruction, rebellion, insurrection, sabotage, terrorism,
labor disputes, unstable economic conditions, rules, regulations, orders or
directives of any government or political subdivision, agency or
instrumentality thereof, or the order of any court or regulatory or arbitral
body of competent jurisdiction, which makes its possible or extremely
difficult for the DEVELOPER to continue the Project, the DEVELOPER
shall have the option whether or not sto suspend or continue the Project.
10. Should there be squatters or tenants occupying the Property or any
portion thereof, the OWNER shall be solely, and at its own expense,
responsible for their ejectment removaler and/or relocation.
11. The OWNER hereby warrants that as of execution date, all real estate
taxes on the Property have been paid or will be made current. The OWNER
further agrees the DEVELOPER free and harmless and at all times fully
indemnified against any and all taxes, assesstments, liabilities or charges
on the Property due to the national or local government. It is further
understood that all real property taxes due upon signing of this agreement
whether under compromise agreement or not, shall be for the account of
the OWNER even if payable after the signing of this aggreement.
12. Before commencement of works on the Property, all documents and
papers relative to legitimacy of ownership and authenticity of papers and
documents shall be ascertained and the property be cordoned.
13. Simultaneous with the execution of this Agreement, the OWNERS
undertakes to submit to the DEVELOPER the following documents:
a) Original OCT’s/TCT’s for purposes of inspection, verification and
comparison of the photocopies;
b) Certified true copy of the OCTs/TCTs covering the Property.
c) Certified true copy of the tax declarations covering the Property.
d) Owner’s copy of the real property tax receipt and clearance covering the
year 201__.
e) Original copies if the Irrevocable Powers of Attorney in favor of the
OWNER of any of its authorized representatives;
f) Extrajudicial Partition of Heirs Waiver of Rights and Quitclaim executed
by the co-individual owners pertaining to the of the lot subject component
lots part of this e Joint Venture;
g) Other documents as may be required by the DEVELOPER.
14. The OWNER undertakes to be solely, and at their own expense, Formatted: Justified

responsible for securing the required exemption/conversion clearance on

the Property from the Department of Agrarian Reform.

15. The DEVELOPER OWNER undertakes to secure at its own expense,

the re-classification, if necessary, of the PROPERTY, for use as a residential
subdivision or whatever the intended development of the project such
expenses be subject for the reimbursement of the OWNER.
16. The OWNERS acknowledge that the development of the PROPERTY
shall be undertaken by the DEVELOPER on a phase by phase basis.
17. Upon execution of this Agreement, the DEVELOPER is authorized to Formatted: Justified

enter and to take physical possession of the parcel of land subject of this
Agreement with the responsibility to prohibit or exclude third person/s
that may interrupt or disturb the activities to be undertaken and perform
any all acts necessary and proper to be done pursuant to the foregoing
stipulation and execute the necessary documents for the development of
the Project.
Upon the execution of this Agreement, the OWNER cannot sell, transfer,
assign, mortgage or encumber the property that is subject of this
Agreement or its rights thereto.
For purposes oif application of the permits licenses and other compliance
and such other requirements necessary to effect the provisions of this
agreement the owner hereby appoints the DEVELOPER or any of its
authorized representative, officer, staff of personnel or its attorney in-fact
with power to execute, sign and deliver any all papers; writings or
documents receive, make payments and perform all other acts and things
that may be required in the power granted. The OWNER grants unto said
Attorney-In-Fact full power and authority whatever requisite or proper to
be done, as fully to all intents and purpose as the OWNER might or could
do if personally present and hereby confirms all that Attorney-In-Fact shall
do or cause to be done. This power of attorney is coupled with interest an
in consideration of the covenants of the parties in this agreement and is
therefore irrevocable in character and shall bind the OWNER’s heirs,
assigns and successor-in-interest.
The DEVELOPER shall also have the right to use the road and open space
along the highway for signages, model units, sales center, and for other
marketing and sales activities. All roads and amenities shall be for the
exclusive use of the DEVELOPER. No other developer or third person
introducing any development or improvement not authorized by the
DEVELOPER shall have access to the roads and amenities of the subject
property.
18. The OWNER shall not develop any of its adjoining properties or any of
its properties located in _________________, similar to the PROJECT which
shall include development or conversion of lots to townhouses,
subdivisions, condominiums, condotels, hotels, retirement homes/villages
and; and shall not compete with this development by
______________________________.
19. It is further understood that his JV Agreement includes all the
improvements and accretions found on the land and the OWNER waives
the right to apply for ownership and any tenurial instrument to improve
adjacent lands.
20. Should the OWNER oupt to an end renge on to thishis/her agreement,
60% of the total project cost ,( this is in contemplation that the initial
expenditure incurred by the owner from FINANCIER has already been
paid ()herein attached an ANNEX A___) shall be paid by the OWNER to
the Developer as liquidated damages
 ARTICLE V
MARKETING SERVICES

1. The OWNER agrees not to sell their share of the houses and lots, lots, Formatted: Justified

condominium units, etc in the project at a price lower than the price set by
the DEVELOPER.
2. The marketing of the saleable house-and-lot units pertaining to the
OWNER and the DEVELOPER shall be undertaken EXCLUSIVELY by the
DEVELOPER’s subsidiaries, affiliates and related interest marketing arm,
which undertaking shall be formalized in a separate Agreement.
Both parties agree that the marketing fee shall be
______________________________ based on the net selling price of houses
and lots, condominiums, villas, condotels (i.e. net of discounts and other
deductions) exclusive of the value-added which tax shall for the account of
the party to whom the share sold pertains to.
3. The marketing fee shall be deducted and released to the sales network
proportionately based on the partial down paymenty paid until the
required down payment is paid in full by the buyer/s.
4. The cost of housing compliance shall be deducted from the OWNER’s
share;
5. All sales shall be in the name of the DEVELOPER. Check payments by
the buyers shall be made in the name of the DEVELOPER. The
DEVELOPER shall, in turn, remit to the OWNER its share of the proceeds,
net of commission, VAT and any other government taxes as may be
required by law.
6. The parties agree that all sales of the houses and lots, villas,
condominiums, condotels, etc., in the PROJECT, whether owned by the
OWNER or by the DEVELOPER, shall be subject to, and shall be covered
by, identical restrictions imposed on all buyers of the PROJECT.
7. It is the essence of this Agreement that both parties shall have uniform
sales marketing policies, including prices of saleable lots and terms and
conditions of the sales contact which shall be provided by the
DEVELOPER.
 ARTICLE VI
TAXES, FEES, ASSESSMENT & EXPENSES

1. The OWNER hereby warrants that as of execution date, all real estate Formatted: Justified

taxes on the PROPERTY have been paid or will be made current. The
OWNER further agrees the DEVELOPER is free and harmless and at all
times fully indemnifies against any and all taxes, assessments, liabilities or
charges on the PROPERTY due to the national or local government. It is
further understood that all real property taxes due upon signing of this
agreement whether under compromise agreement or not, shall be for the
account of the OWNER even if payable after the signing of this agreement.
2. The withholding tax, or capital gains tax, whichever is applicable, and
VAT, if any, and any other local or national taxes, if any, on this joint
venture shall be for the account of the OWNER. However, withholding tax,
or capital gains, tax, whichever is applicable, and VAT, if any, and any
other local or national taxes, if any, on the sale and purchase of the
developed Project, lot or unit thereof, shall be for the respective accounts of
each party in accordance with their sharing agreement and depending on
whose name the particular lot or unit subject of sale is assigned.
3. The cost for housing compliance, if any, shall be for the account of both
parties in accordance with their sharing agreement.
4. The registration fees, notarial fess and tax on real property transfer, Formatted: Justified

subdivision of titles from the mother titles and the issuance of individual
titles, as well as the documentary stamp tax on the sale and purchase of the
DEVELOPER’s share of condotel units, condominium units, lots, villas,
shall be for the account of the DEVELOPER. In the same manner, the
registration fees, notarial fees and tax on real property transfer, subdivision
of titles from the mother titles and the issuance of individual titles, as well
as the documentary stamp tax on the sale and purchase of the OWNER’S
share of condotel units, condominium units, lots, villas, shall be for the
account of the OWNER.
5. All sales shall be in the name of the DEVELOPER. Check payments by
the buyers shall be made in the name of the DEVELOPER. The
DEVELOPER shall, in turn, remit to the OWNER its share of the proceeds,
net of commission, VAT and any government taxes as may be required by
law.
6. The parties agree that all sales of the houses and lots, villas,
condominiums, condotels, etc., in the PROJECT, whether owned by the
OWNER or by the DEVELOPER, shall be subjected to, and shall be covered
by, identictal restrictions imposed on all buyers of the PROJECT.
7. It is the essence of this Agreement that both parties shall have uniform
sales marketing policies, including prices of saleable lots and terms and
conditions of the sales contract which shall be provided by the
DEVELOPER. The DEVELOPER warrants that the minimum selling price
for the lots isn THREE THOUSAND PESPS (PhP3,000.00) per square meter
at the opening of the sales.

ARTICLE VII
VENUE OF ARBITRATION AND MEDIATION
Formatted: Justified

It is understood that this Agreement shall automatically conform with the

relevant provisions of laws applicable to the PROJECT. Any disputes
under this agreement shall be resolved in accordance with the mediation
and arbitration rules of the Philippines laws and the venue of filing the
cause of action will be in Quezon City subject to the provisions of the Rules
of Court on jurisdiction and venue of actions.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

1. This Joint Venture Agreement, including all terms and conditions hereof, Formatted: Justified

is expressly and voluntarily agreed upon. No other agreement, verbal or

written, expressed or implied, shall supersede this Joint Venture
Agreement, Likewise, this Joint Venture Agreement shall be valid and
binding upon the heirs, successors, executors, administrators and assigns
of all contracting parties hereto.
2. The OWNER hereby warrants that his duly authorized representative
has the legal capacity to enter into contracts pertaining to this agreement.
3. All notices and communications shall be in writing delivered either in
person or by registered mail, and addresses to the parties in the address
specified above unless change of address is given in writing.
4. This Agreement shall be annotated at the back of the title of the
PROPERTY subject hereof at a 50-50 expense sharing immediately after
signing of this JV Agreement, and shall remain in full force and effect until
the completion of the Project.

IN WITNESS WHEREOF, the parties hereto have signed or caused this

instrument to be signed on ________________, at 201___ at
________________________.