SALESPERSON AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement entered into on _________________________ by and between:

(Date of Contract Issued)

_________________________________ of legal age, Filipino, with permanent address at ____________

(Name of Sales Director)

_____________________________________________________________________________________________
herein after referred to as the SALES DIRECTOR.

And

_________________________________ of legal age, Filipino, with permanent address at ____________

(Name of Salesperson)

_____________________________________________________________________________________________
herein after referred to as the SALESPERSON.

WITNESSETH:

WHEREAS, the SALES DIRECTOR is an independent marketing agent of Amaia Land Corp.
for the sale of its real estate development and projects.

WHEREAS, the SALES DIRECTOR is an independent contractor of, and a licensed real
estate broker who exclusively markets and sells the house and lot units, condominium units,
residential lots, and commercial lots of the real estate development projects of Amaia Land
Corp.;

WHEREAS, the SALES DIRECTOR is in need of the services of a marketing agent who can
help him/ her perform the services he/ she undertook to perform for the Company;

WHEREAS, the SALESPERSON represents that he/she is a duly accredited real estate
salesperson under the license of the SALES DIRECTOR, engaged in the business of selling and
marketing real estate, and has offered to promote the Projects of the Company, and achieve
the sales target prescribed by the SALES DIRECTOR;

WHEREAS, the SALESPERSON has offered his/her services to market and sell the Real
Estate Products of the Company on behalf of the PROJECT SALES DIRECTOR, and the PROJECT
SALES DIRECTOR has accepted the services of the SALES MANAGER, subject to the terms and
conditions of this Agreement;

1. DURATION/TERM

The Contract shall be for the period starting from __________________ to _________________
(Start of Term) (End of Term)

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subject however, to prior termination as hereinafter provided. This Contract may be extended
upon written notice and mutual agreement between the SALES DIRECTOR and the
SALESPERSON.

2. COMPENSATION

2.1 The SALESPERSON’s entitlement to a 2- month Support Fund, an allowance given to

salespersons for Sales Operations’ Activities. Support Fund is inclusive of all taxes for services
rendered and the applicable rate thereof, shall be governed by the guidelines set for in
Annex “B” hereof which forms part and parcel of this contract.

2.2 For each sale by the SALESPERSON approved by the Sales Director and Amaia Land
Corp. The SALESPERSON shall receive 2.50% of the net selling price as commission.
Commission is given under the ff. conditions:

(1) All required documents relating to the sale of a Product shall be submitted by the
Salesperson to Sales Director, including the signed Contract to Sell;
(2) The required down payment has been paid by the buyer and remitted to Treasury or
Amaia official account number;

2.3 The SALESPERSON shall issue the appropriate Bureau of Internal Revenue (BIR) registered
official receipt 3 days before release of payment in favor of the SALES DIRECTOR, and such
other documents that may be required under the law.

All commissions and incentives of the SALESPERSON shall be subject to withholding tax at
the rate prescribed by relevant laws or regulations.

3. TERM AND TERMINATION

The SALESPERSON’s engagement in relation to the services under the terms of this Agreement
shall continue in force unless and until terminated under this clause. Either party shall be entitled
at any time to terminate this Agreement by giving the other party at least ten (10) days’ notice
in writing.

The Sales Director reserves the right to terminate the SALESPERSON’s sales service contract any
time before the expiration of this agreement due to any of the following reasons:

3.1 The inability to achieve the required performance objectives particularly the non-delivery of
sales quotas in two (2) months. This agreement may even be terminated anytime within the
contract period, due to under performance as determined by the sales director.

3.2 The SALESPERSON is unable to faithfully comply with SELLERS CODE OF CONDUCT as stated in
“Annex A”.

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3.3 If the project to which you are specifically assigned has been sold out earlier than expected,
or when work in the Project has been suspended or stopped for whatever reasons even before
the expiration of your contract.

3.4 Suspension of revocation of the Consultant’s license as a real estate broker or Certificate of
Registration issued by the PRC and HLURB.

The termination of this Contract based on the above grounds is without prejudice to any other
legal remedies that the Sales Director may pursue.

4. INDEPENDENT CONTRACTOR STATUS

The Parties to the contract hereby recognize the fact that the SALESPERSON is not an employee
of Amaia Land Corp. Neither party is bound by an employer-employee relationship nor a
principal-agent relationship. SALESPERSON shall not enter into any contract for and in behalf of
Amaia Land Corp. The Parties shall deal with the other in relation to the Project on an exclusive
basis and shall not use any other entity to do so as a means of circumventing the terms of this
agreement.

5. INTELLECTUAL PROPERTY

The SALESPERSON shall not represent the Company or use its name. Without the Company’s prior
written approval and appropriate instruction from the SALES DIRECTOR, the SALESPERSON shall
not publish or use any advertising, sales promotion, or publicity matter relating to his services
where the names of the Company and its affiliates are mentioned or their identities implied.

6. DATA PRIVACY

SALESPERSON acknowledges and agrees that, in the course of providing the Services, it may
receive or have access to Personal Information of the Company’s buyers. As used in this
Agreement, “Personal Information” shall have the meaning ascribed to it under Republic Act
No. 10173, and its implementing rules and regulations, as may be amended from time to time
(the “Data Privacy Act”).

SALESPERSON represents and warrants that its collection, access, use, storage, disposal, and
disclosure of any Personal Information shall at all times comply with the Data Privacy Act and all
other applicable data privacy and data protection laws and regulations. SALESPERSON shall
also comply with the terms and conditions set forth in this Agreement in its collection, receipt,
transmission, storage, disposal, use, and disclosure of Personal Information.

In the event that the SALESPERSON will act as a Personal Information Processor, SALESPERSON
shall:

1) Process the personal data, including transfers of personal data to another country or
an international organization, only upon the documented instructions of the REB;
2) Ensure that an obligation of confidentiality is imposed on persons authorized to
process the personal data;
3) Implement appropriate security measures and comply with the Data Privacy Act
and other relevant issuances of the National Privacy Commission (“NPC”);
4) Not engage another Personal Information Processor without prior instruction from the
REB: Provided, that for any such arrangement authorized by the REB, SALESPERSON

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 shall ensure that the same obligations for data protection under this Agreement are
implemented, taking into account the nature of the processing;
5) Assist the REB, by appropriate technical and organizational measures and to the
extent possible, fulfill the obligation to respond to requests by data subjects relative
to the exercise of their rights;
6) Assist the REB in ensuring compliance with the Data Privacy Act, other relevant laws,
and other issuances of the NPC, taking into account the nature of processing and
the information available to SALESPERSON;
7) At the option of the REB, delete or return all personal data to the REB after the end of
the provision of services relating to the processing: Provided, that this shall include
deleting existing copies unless storage is authorized by the Data Privacy Act or other
relevant laws;
8) Make available to the REB all information necessary to demonstrate compliance
with the obligations laid down in the Data Privacy Act, and allow for and contribute
to audits, including inspections, conducted by the REB or another auditor mandated
by the latter; and
9) Immediately inform the REB if, in its opinion, an instruction infringes the Data Privacy
Act, or any other applicable issuance of the NPC.

SALESPERSON hereby accepts the terms and conditions provided for in the Data Privacy Policy
of the Company (as disclosed in its website: https://www.ayalaland.com.ph/privacy-policy/)
and undertakes to, and cause its assigns and agents to, abide by said terms and conditions in
fulfilling its obligations and exercising its rights under this Agreement.

7. MISCELLANEOUS PROVISIONS

This Agreement shall be unilaterally assignable by the Sales Director.

This Agreement contains the entire understanding of the Parties hereto and any previous
agreement relation to the Project, whether orally or in writing shall become null and void.

[Signature page follows.]

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IN WITNESS THEREOF, the Parties have signed this Sales Service Agreement on
_____________________ at _________, Philippines.

_______________________
(Sales Director)

____________________________
(Salesperson)

Signed in the presence of:

___________________________ __________________________

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 ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in _______________________, Philippines, on

_____________ personally appeared the following, to wit:

Name Proof of Identity/No Date/Place of Issue

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
deed and of the Corporation represented herein.

This instrument relates to a Sales Service Agreement consisting of Six (6) pages, including
the page of where this acknowledgement is written and excluding Annex A, signed on each
and every page thereof by the parties and their instrumental witness thereto, and sealed with
my notarial seal.

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

NOTARY PUBLIC

Doc. No. _________:

Page No. _________:
Book No. _________:
Year 2021.

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