CONSULTANCY AGREEMENT

This Agreement made and entered into this __________at ______ City, by and between:

_______________, Filipino, of legal age, with ____________________City

(hereinafter referred to as “Consultant");

-and-

___________________, a corporation duly organized and existing under and by

virtue of the laws of the Philippines, with principal office at ________________ City
(hereinafter referred to as "Company").

WITNESSETH, That-

WHEREAS, Consultant is a qualified and competent Consultant in the field of ___________.

WHEREAS, Consultant has offered her services to the Company and the Company has accepted the
same in connection with the short term assistance needed by the Company on ______________
Project (hereinafter, the “Project”);

NOW, THEREFORE, for and in consideration of the mutual promises contained in this Agreement, the
parties agree as follows:

ARTICLE I
DESCRIPTION OF SERVICES/THE PROJECT

1. Consultant shall provide consultancy services within the Company premises from Mondays to Fridays
in relation to the Project and in accordance with the directions and requirements of the Company
from time to time for the duration of this Agreement. Both parties agree and understand that the
services of Consultant are needed due to seasonal requirements of the above stated Project during the
period of this Contract.

2. Consultant shall perform and provide services to the Company in connection with the Project as
described in Annex “A” hereof.

3. Deliverables and services shall be accomplished by Consultant in a professional manner and in

accordance with the quality desired and expected by the Company.

ARTICLE II
CONSIDERATION/ PAYMENTS

1. Compensation to Consultant for providing her full and complete services described and agreed upon
under this Agreement as well as item/s allowed to be reimbursed by Consultant if there are any, shall
be described in Annex “B” hereof.

2. Any taxes on the compensation paid by Company to Consultant shall be for the account of the
Company.

ARTICLE III
RELATION TO THE PARTIES

In all matters relating to this Agreement and its Amendments, Consultant shall be acting as an

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independent contractor, and not as an employee, agent, representative or joint venture partner of the
Company. Consultant shall not enter into any contract or commitment on behalf of the Company and
shall be solely responsible for paying taxes and reporting requirements to the government. Company
shall not be liable for any debts or other liabilities of Consultant.

ARTICLE IV
TERM

1. This Agreement shall be effective as ____________, and shall remain in full force and effect until
_______________, unless earlier terminated.

2. The Company may terminate this Agreement at any time and for any reason by giving Consultant at
least thirty (30) days notice in writing. Upon receipt of a notice of termination, Consultant shall
immediately discontinue all services under this Agreement and/or the Amendments and shall return
all payments made in advance if there is any. This does not preclude the Company from seeking
redress for damages to which it may be entitled. In case of termination, the Company shall have no
liability to Consultant except to pay for authorized work performed by Consultant up to the last day of
services rendered, any out of pocket expenses incurred by Consultant thereof and any additional work
separately authorized in writing by the Company. Upon termination, Consultant shall return all
copies of Company data, records or these materials and deliver to Company all work in progress,
including incomplete work.

3. Consultant shall not be responsible for the delay or failure to deliver if such failure arises from force
majeure or fortuitous event. For purposes of this Agreement, the term “fortuitous events” shall
include events which are beyond the control of any of the parties such as acts of public authorities,
labor/transport strikes, epidemics, accidents and natural calamities as would render it impossible for
the parties to perform their respective obligations without risk of danger to themselves or their
property.

ARTICLE V
WARRANTY

Consultant represents and warrants to the Company that:

1. Consultant has the experience and ability in the fields of _______________ and related disciplines
as may be necessary to perform all required services with a high standard of quality.

2. Services will be performed in a workmanlike and professional manner and all services, equipment,
materials and reports furnished will be as represented by Consultant and suitable for Company's
business purposes.

3. Consultant has the right to enter into and fully perform this Agreement and the succeeding
Amendments, if any, and no service, equipment, materials or reports furnished to the Company will
in any way infringe upon or violate any applicable law, rule or regulation, any contract with a third
party or any rights of any third person, including, without limitation, rights of patent, trade secret,
trademark or copyright.

ARTICLE VI
INDEMNITY

Unless due solely to the negligence of the Company, Consultant shall defend, indemnify, and hold
harmless the Company, its subsidiaries, affiliates and authorized bottlers from all losses including
attorneys' fees and court costs incurred by, or claims made against the Company its subsidiaries, affiliates
or authorized bottlers as a result of Consultant performance under this Agreement.

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 ARTICLE VII
INTELLECTUAL PROPERTY

1. In this Agreement, "Intellectual Property" means all works, including literary works, pictorial, graphic
and sculptural works, architectural works, works of visual art, and any other work that may be the
subject matter of copyright protection; advertising and marketing concepts; information; data;
formulas; designs; models; drawings; computer programs, including all documentation, related
listings, design specifications, and flowcharts; trade secrets; and any inventions, including all
processes, machines, manufactures and compositions of matter and any other invention that may be
the subject matter of patent protection; and all statutory protection obtained or obtainable thereon.
Consultant hereby assigns to Company all worldwide right, title and interest in and to Intellectual
Property created, made, conceived, reduced to practice or authored by Consultant during the
performance of this Agreement or its succeeding Amendments or with the use of information,
materials or facilities of the Company during the term of this Agreement. The Company shall be free
to make, have made, use and sell products utilizing the Intellectual Property assigned to the
Company.

2. Consultant shall promptly disclose to the Company all Intellectual Property created during the term of
this Agreement.

3. Consultant shall execute or cause to be executed, all documents and perform such acts as may be
necessary, useful or convenient to secure or enforce for Company statutory protection including
patent, trademark, trade secret or copyright protection throughout the world for all Intellectual
Property assigned to Company pursuant to this Section. In addition, any Intellectual Property which
qualifies as a work made for hire under the Philippine Intellectual Property laws shall be a work
made for hire and shall be owned by Company.

ARTICLE VIII
CONFIDENTIALITY/TRADE SECRETS

1. Consultant acknowledges that this Agreement creates a confidential relationship between him and the
Company. That confidential relationship is the basis on which the Company has disclosed and may in
the future disclose Company's commercially valuable, proprietary, confidential information
pertaining to the services and equipment provided for in this Agreement and any succeeding
Amendments. Such information shall be a trade secret of the Company and Consultant shall not,
even after the expiration of this Agreement, divulge or disclose the same to any person, party, or
entity. The Company may also disclose information disclosed to Company in confidence by a third
party. Consultant shall hold such information in strict confidence, and shall neither disclose the same
to any third party nor use it for purposes other than providing services hereunder, without Company's
prior written consent. This secrecy obligation shall not apply to information that is or becomes
generally available to the public as a matter of record other than as a result of a breach of this
Agreement by Consultant.

2. Consultant shall safeguard all material, whether written or otherwise, which Company supplies to his
and shall not copy or duplicate such materials without Company's prior written consent. During the
term of this Agreement, Consultant shall not perform services similar to those described in this
Agreement or its succeeding Amendments for any business entities involved in the manufacture,
distribution and/or sale of soft drinks, coffee, tea and/or fruit or vegetable juice concentrates and/or
any other beverages.

3. In the event of a breach or threatened breach of the foregoing provisions of this Article 8, the parties
recognize and acknowledge that the damages to be suffered by the Company will not be fully
compensated in money damages alone, and accordingly, the Company or the third party owner of the
confidential information shall, in addition to other available legal or equitable remedies, be entitled to
an injunction against such breach or threatened breach without any requirement to post bond as a
condition of such relief.

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 ARTICLE IX
COMPANY NAME

Without Company's prior written approval, Consultant shall not publish or use any advertising,
sales promotion or publicity matter relating to services, equipment, materials, products and reports
furnished by Consultant wherein the names of Company, its subsidiaries, affiliates and/or authorized
bottlers are mentioned or their identity implied.

ARTICLE X
RIGHT TO AUDIT

Company and its authorized representative may from time to time, upon reasonable notice, audit
Consultant for the sole purpose of determining Consultant's compliance with its obligations under this
Agreement.

ARTICLE XI
MISCELLANEOUS

1. ASSIGNMENT/MODIFICATION. This Agreement or any right or obligation thereunder shall not be

assigned or subcontracted in whole or in part without the prior written consent of the Company. The
parties may modify this Agreement only by written instrument signed by each of the parties hereto
(the “Amendment”).

2. GOVERNING LAW. This Agreement shall be construed under and governed by the laws of the
Philippines. The duties, obligations, rights and remedies under this Agreement are in addition to and
not in limitation of those otherwise imposed or available by law.

3. COMPLETE UNDERSTANDING. This Agreement is the complete understanding of the parties in

respect of the subject matter of this Agreement and supersedes all prior agreements relating to the
same subject matter.

4. WAIVER. Failure by either party to enforce a provision of this Agreement shall not constitute a
waiver of that or any other provision of the Agreement unless expressly so waived in writing by a
party.

5. SEPARABILITY. The invalidity or enforceability of any provision of this agreement shall not affect
the validity or enforceability of any other provision of this Agreement.

6. DISPUTE RESOLUTION. Any dispute between the parties that arises from this Agreement shall be
settled by an Arbitration Panel consisting of three (3) representatives from the Philippines Chamber
of Commerce and Industry. Each party shall designate an arbitrator and between them they will select
the third one who will act as president of the panel. The decision of the Arbitration Panel shall be
deemed final and binding. Cost of the Arbitration Procedure shall be divided between the parties.

IN WITNESS HEREOF, the parties hereunto have caused their representatives to sign this
Agreement on the date and place first mentioned above.

CONSULTANT COMPANY
By:

________________________
NAME OF AUTHORIZED SIGNATORY
Position

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 Signed in the Presence of:

Witness: Witness:

Annex “A”

Scope of Services:

Annex “B”

Monthly fee of Php ______ net of 15% withholding tax (which will be shouldered and paid by Company)

Payment Terms:

Company will review billing statement for accuracy and will pay Consultant within 30 days
upon receipt of invoice.

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