RETAINER AGREEMENT

This Retainer Agreement is entered into by and between:

DEATH STAR INC., a corporation duly organized and existing under
and by virtue of the laws of the Philippines, represented herein by its
President, HARRY POTTER with principal place of business at No. 81 Las
Vegas Street, Sampalok, Manila City; and hereinafter referred to as the
“CLIENT”;
-and-
GRANGER-WEASLEY LAW FIRM, a general professional
partnership engaged in the practice of law, with principal address at No. 7
New York Street, Happy Building, Sampalok, Manila City represented by
HERMIONE GRANGER, Senior Associate; and hereinafter referred to as
“LAWYER”.

WITNESSETH
WHEREAS, the CLIENT offered to engage the services of the
LAWYER as its Legal Counsel and the latter agreed thereto.

NOW, THEREFORE, for and inconsideration of the foregoing

premises and mutual covenants, the PARTIES, agreed as follows:

A. EFFECTIVITY: This Agreement shall be commencing from April 18,

2022 and shall be deemed terminated immediately upon the resolution
of the case against Ayala Land Corporation for Breach of
Contract with Damages docketed as Civil Case No. 123456 in
RTC of Pasig.

B. SCOPE OF SERVICE: As Legal Counsel, the LAWYER’s scope of

services shall include the following but is limited only to the above
mentioned case:
1. Render legal opinions on any matter that may be referred by the
CLIENT;
2. Review and prepare any contract and agreement for the CLIENT;
 3. Prepare, file, prosecute and represent CLIENT;
4. Prepare and send demand letters;
5. Perform such acts which require the LAWYER’s legal knowledge or
expertise.

C. PROFESSIONAL FEES: The LAWYER shall be paid the following

professional fees:
1. Retainer Fee- The CLIENT shall pay the LAW FIRM the retainer fee
of Twelve Million Pesos (₱12,000,000.00), excluding the 12% value
added tax (VAT) which is for the account of the CLIENT. The retainer
fee shall be paid immediately upon the execution of this agreement.
2. In addition to the said retainer fee, the LAW FIRM shall be paid the
following professional fees:
a) Acceptance fee:
The LAW FIRM shall be paid the acceptance fee of One
Million Pesos (₱1,000,000.00) for the above-mentioned
case.
b) Appearance fees:
The LAWYER shall be paid an appearance fee of
₱20,000.00 per appearance in the hearings of the cases
handled by the firm; or attendance in meetings or
conferences within Metro Manila relating to the case.
For provincial appearances, the CLIENT shall pay an
appearance fee of ₱25,000.00 and shall shoulder the
expenses for transportation (including airplane fare), hotel
accommodation and meals of the LAWYER.
c) Success fee:
In the event that the LAW FIRM was successful in
retaining the possession and having said property titled
aunder the name of the Client, Counsel shall be paid
Twelve percent (12%) of the value of the subject contract in
the dispute.
c) Dismissal of services fee:
 In the event that the CLIENT terminated the services of the
LAWYER anytime after the execution of this agreement,
except for reason of fraud, negligence or undue cause, the
LAWYER reserves the right to retain the professional fee
and additional One Hundred Thousand Pesos
(₱100,000.00) as pre-termination fee.

D. COURT FEES AND OTHER INCIDENTAL EXPENSES: The

following expenses shall be for the account of the CLIENT.
1. Court expenses, including but not limited to, filing/docket fees,
summons fees, mediation fees, sheriff’s trust fund, appeal fees,
commissioner’s fees, expenses for transcript of stenographic notes,
sheriff’s fees, bonds and other court expenses, in connection with
CLIENTS cases.
2. Photocopying, printing or other modes of reproduction of pleadings,
papers and documents, notarial expenses, mailing expenses
(postage/private courier- and transportation and other incidental
expenses. If he said expenses are advances by the LAWYER, CLIENT
shall reimburse the LAWYER within two (2) days from receipt of the
billing.

E. OTHER TERMS AND CONDITIONS:

1. It is understood that this agreement is not an employment contract and
that no employer-employee relationship will result from the same.
2. This agreement covers only the services specified above and shall not
include the appeal. Should there be required services not contemplated
by this agreement, the parties shall discuss and make necessary
adjustments to the fees above-stated.
3. The LAWYER has the sole authority to determine the means and
methods of practice of its law profession.
4. The LAWYER does not warrant nor guarantee that it will obtain a
favourable decision that the account will be collected, fully or partially.
5. It is further understood and agreed upon by the parties that the 12%
value added tax (VAT) on all professional fees paid to the LAWYER shall
be for the account of the CLIENT, and shall be included and indicated in
the LAWYER’s billings and receipt.
 6. The failure of the Parties to insist upon a strict performance of any of
the terms, conditions and covenants hereof shall not be deemed waiver
on their respective commitments and obligations under this Retainer
Agreement.
7. All pertinent record, document, data or information shall be turned
over to the LAWYER.
8. CLIENT understands and expressly agrees that Attorney may
withdraw from representation of Client at any time if Client fails to honor
the fee arrangement therein set forth including, but not limited to,
payment of fees and expenses on a timely basis; fails to cooperate in the
preparation of the case; fails to make a full and complete disclosure of the
facts and circumstances relating to the case; or otherwise takes any action
which impedes the ability of Attorney to provide adequate and ethical
representation.
9. The CLIENT shall have the sole authority to sign, execute, and enter
into or consider the possibility of an amicable settlement or compromise
agreement, submission to arbitration, simplification of the issues,
necessity or desirability of amendments to the pleadings;
10. The LAWYER shall have the authority to sign the certification of non-
forum shopping and such other matters that may aid in the prompt
disposition of the issues in the aforesaid case.

IN WITNESS WHEREOF, the Parties have hereunto signed this

Agreement on this 18th day of April, 2022 at the City of Manila.

HERMIONE GRANGER HARRY POTTER

Lawyer Client

SIGNED IN THE PRESENCE OF:

DOLORES UMBRIDGE RON WEASLEY

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MANILA )

BEFORE ME, a Notary Public for and in the City of Manila, this 18th
day of April 2022, personally appeared HARRY POTTER with his TIN 125-
658-432-000 and HERMIONE GRANGER with her TIN 456-987-234-
000, together with their instrumental witnesses, known to me to be the same
persons who executed the foregoing instrument and acknowledged to me
that the same is their true act and voluntary deed.

WITNESS MY HAND AND NOTARIAL SEAL.

ATTY. REMUS LUPIN

COMMISSION NO.1234-45789
Notary Public of the City of Manila
Until December 31, 2023
ROLL NO. 98345
PTR OR. NO. 456754 - 01/05/2022
IBP LIFETIME NO. 34547 - 01/07/2022
MCLE COMPLIANCE No.7823544
3F, JKR BLDG, SAMPALOK, MANILA

Doc. No. 5;
Page No. 20;
Book No. 3;
Series of 2022