PROPOSED RETAINER AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This RETAINERSHIP AGREEMENT is made and executed by and between:

________________________________________________
___________________, (hereinafter referred to as the
“CLIENT”);

- and–

CAWALING & TUPAZ LAW OFFICE, a law office under and by

virtue of the laws of the Republic of the Philippines, with principal
office at 2421 Medel Street, Sta. Ana, Manila, and represented
herein by its Managing Partner, ATTY. JEFFREY S. CAWALING
(hereinafter referred to as the “ATTORNEY”).

WITNESSETH: That –

WHEREAS, the CLIENT is interested in engaging the ATTORNEY on

retainer basis;

WHEREAS, the CLIENT agrees to retain the professional legal services of

the ATTORNEY under a retainership basis, subject to the terms and conditions
hereinafter stipulated;

WHEREAS, the ATTORNEY is willing to extend and provide professional

legal services to the CLIENT under a retainership basis and likewise subject to
the terms and conditions herein set forth;

NOW THEREFORE, for and in consideration of the mutual covenants and

agreements herein agreed upon, the CLIENT and the ATTORNEY, by these
presents, have entered, as they hereby enter, into a contract of retainer services
whereby the ATTORNEY shall render legal services to the CLIENT, under the
following terms and conditions:

1. The term or duration of this contract shall be for ___ (_) year/s
effective upon payment of the first retainer fee and shall be
automatically renewed on a year to year basis unless either party pre-
 terminates the same upon serving a ________ (__) day-prior written
notice to the other party, without need of cause;

2. The ATTORNEY, while in the performance of its duties, shall be entitled

to a fixed monthly retainer fee of TEN THOUSAND PESOS (P10,000.00)
exclusive of Value-Added Tax and/or other taxes. The retainer fee shall
be due every ___th day of the month;

3. The retainer agreement is limited to the rendition of verbal legal advice

and legal opinion, through cellular phone conversations and other
messaging platforms and which are relevant to the business operations
of the CLIENT;

4. The drafting, preparation and sending out of demand letters as well as

the drafting, preparation and/or review of simple contracts shall be
further subject to further negotiation by and between the CLIENT and
the ATTORNEY and shall be covered by a separate engagement letter;

5. The ATTORNEY shall be available for consultations through

telephone/cellular phone conversations, concerning all business-related
matters requiring legal advice. The ATTORNEY shall be available for
personal meetings with the CLIENT or its authorized representative on
condition that advance notice shall be given to the ATTORNEY, at least
____ (__) days prior to the scheduled personal meeting;
Telephone/cellular phone discussions and/or consultations shall
likewise be kept under a total of thirty (30) minutes per day. Hours
spent in excess of the above-mentioned shall be for the account of the
CLIENT, and will be charged accordingly through billing statements;

6. In the event that the CLIENT would want to engage the services of the
ATTORNEY for transactions and projects outside the scope of this
contract, the CLIENT shall be billed separately, subject to mutually
agreed upon terms and conditions;

7. Excluded in this Regular Agreement are the following legal services,

which will be billed separately and on a case-to-case basis:

a) Legal services requiring extended hours of work and out-of-the-

ordinary research such as work in connection with special
projects or transfers of properties, review or documentation of
complicated contracts, written legal opinions which require
substantial research and study;
b) Litigation in court and appearance before any legislative,
administrative, quasi-judicial bodies or officials;
c) Collective bargaining or grievance procedures;
 d) Patents, trademarks and copyright work;
e) Work which require travel outside of the Metro Manila Area; and
f) Similar legal services the CLIENT may require which are not
deemed covered herein.

8. Ordinary out-of-pocket expenses such as telex, facsimile, word-

processing, machine reproduction, transportation and mailing expenses
shall be for the account of the CLIENT. An accounting of the disposition
will be given to the CLIENT from time to time.

9. BOTH PARTIES shall not, either during the term of this contract or any
time thereafter, use or disclose to any third person, office, corporation
or entity any confidential information or legal advice acquired or
produced in the course of or as incident to this contract;

10. 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 ATTORNEY, including its personnel;

11. Any violation of the terms and conditions of this contract shall give
the AGGRIEVED PARTY the option to rescind or cancel immediately and
automatically the contract without necessity of judicial proceedings.

IN WITNESS WHEREOF, the parties have signed this instrument this

_______________ at the City of Manila, Philippines.