GENERAL LEGAL RETAINER AGREEMENT

 
KNOW ALL MEN BY THESE PRESENTS

This General Legal Retainer Agreement (the “Agreement”) is executed this

___________________ in Bacolod City, Philippines and entered into by and between:

_______________________, a domestic corporation with office

address in ___________________, represented by its Owner MS. JOSIE
CRUZ, of legal age, married, Filipino and a resident of Bacolod City and
hereinafter referred to as the “CLIENT”;

-and-

ATTY. Maria G. Clara of legal age, single, Filipino and a resident

of Bacolod City, hereinafter referred to as the “ATTORNEY”;

RECITALS:

The Attorney has offered her professional legal services to the Client and Client
agrees to retain the professional legal services of the Attorney under a retainership
basis, subject to the terms and conditions hereinafter stipulated;

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 whereby the Attorney shall render legal services to
the Client, under the following terms and conditions:

1. Duties and Responsibilities of Attorney. The Attorney is

being appointed as Client’s Legal Counsel in general. In particular, she
shall have the following duties and responsibilities:

a. Review, preparation and/or notarization of deeds,

contracts, agreements, affidavits, basic legal documents and
legal forms not related to any litigation or case before any
administrative agency or quasi-judicial body of government but
which the Client may be a party or may have interest into,
regardless of the number of documents or consideration
involved;

b. Directly coordinate with the members of the Human

Resources Department handling employment matters/concerns
of the Client as of the date of this Agreement, arrange schedule
of meetings with the said deparment from time to time, attend to
activities of the Client that requires the Attorney’s presence
including conferences (either in person or through electronic
means) or meetings involving the Client’s interest whether in
Bacolod or in other locations where the interest of the Client
needs to be represented;

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 c. The Attorney may be consulted at all times by the
officers and employees of the Client, on all business transactions
requiring professional advice and opinion;

d. The Attorney may also do legal research upon request

of the Client, handle interviews with individuals and make
visitations with the proper office or agency that may pertain to
the legal concerns of the Client from time to time;

e. The Attorney shall, whenever requested by the Client,

take immediate measures to investigate the facts and ascertain
the legal position of the Client concerning any accident, claim or
liability, and he shall in such cases, do what may be required for
the protection of the interests of the Client;

g. The Attorney shall promptly notify the Client of all suits

that maybe brought against the Company, and report to the
Client in full, all proceedings subsequently connected therewith;

i. The Attorney, regularly or upon request, will provide

reports to the Client either in writing or through such
practicable means as may be required by the circumstances;

j. The scope of the Attorney’s work is restricted to the

services earlier mentioned, unless the scope of such services are
increased or decreased by agreement of the parties;

k. Any advice rendered will be based on the law as it

stands at the time the advice is provided;

l. When the Client asks the Attorney to review any advice

already given if a material fact relating thereto is changed, or the
occurrence of which is delayed or is to be repeated, or if an
apparently similar transaction is to be undertaken, his original
advice or his course of action may not be applicable or
appropriate in such circumstances; and

m. The Attorney does not guarantee the success of any

process or action it takes in relation to the services proposed.

2. Term. This Agreement shall be valid from 01 May 2016

to 30 April 2021, subject to automatic renewal for the same period
and in the succeeding year thereafter, unless otherwise agreed upon by
the parties, may be terminated upon a sixty-day prior written notice,
without prejudice to any accrued and outstanding professional fees and
out-of-pocket expenses owing to the Attorney.

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 The conditions embodied herein shall be deemed effective on 01
August 2015 and shall continue to be in full force and effect within the
term stipulated herein.

3. Fees and Out of Pocket Expenses. This Agreement shall

cover the following fees and schedules:

a. Acceptance Fee: Waived;

b. Monthly Retainer Fee: Five Thousand Pesos

(PhP5,000.00), net of tax, payable once a month, not later than
the last day of August 2015 and in the succeeding months
thereafter;

c. Out of Pocket Fund or Expenses:

c.1 All expenses for the printing and reproduction

of documents, mailing, transportation, filing fees,
transcript of stenographic notes, charges that may be
required by the court and other government agencies,
sheriff’s fees, meals, transportation and representation
expenses and all other expenses incidental to the
foregoing will be to the account of the Client;

c.2 Photocopying of documents from the office of

Attorney is at One Peso and Fifty Centavos (PhP1.50) per
page;

c.3 For the convenience of the parties, Attorney

may request for funds in anticipation of expenses that he
may incur in the process of rendering his services to
Client as contemplated herein.

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d. Mode of Payment:

d.1 Payment of the Monthly Retainer Fee is to be

made by the Client on or at the last day of every month. If
it falls on a holiday or weekend, then payment is to be
made on the day prior to the holiday or weekend;

d.2 For the Out-of-Pocket Fees or Fund, the

Attorney will send his bill or Statement of Account to the
Client through e-mail, fax, registered mail, private courier
or personal service, whichever is deemed practicable
within the applicable period;

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 d.3 Official receipts may be delivered to the Client
upon request by the latter to the Attorney;

d.4 For payments to be made through checks,

Client can make it payable to the full name of Attorney as
reflected in this Agreement;

4. Conflict of Interest. The rules on Legal Ethics prohibit the

Attorney from accepting an engagement involving the prosecution or
defense of the Client’s interests which may be adversarial to those of
another retained client where the Attorney has previously represented
such client in respect of the same set of facts or events. Sometimes, the
interest may not be readily discernible at the time the Attorney accepts
a specific engagement from a retainer client; accordingly, the Attorney
has to reserve the right to withdraw from the engagement should such
conflict of interest develop or become apparent.

5. Notice and Disclaimer:

a. The Attorney will provide the services set out in this

Agreement and will use all reasonable efforts to provide the
services required in an efficient and timely manner, using
necessary skill and expertise to an appropriate professional
standard. The Attorney does not purport to provide any advice or
render any expert opinion or views to take on any role on any
matter other than as set out in this Agreement, regardless of
whether the Attorney has the capability or expertise to render
such service, advice, opinion or view or to take on such role;

b. The Attorney’s services will be provided based on his

interpretation of relevant laws, rules and regulations, if any, and
jurisprudence, current on the date it is provided, but should not
be relied on, subsequent to any change in laws, rules and
regulations, jurisprudence and rulings after that date;

c. When applicable, the Attorney will indicate within his

deliverables the sources of the information presented. He will not
seek to establish the reliability of these sources by reference to
evidence independent of documents provided. He will, however,
satisfy himself, so far as possible, that the information presented
is consistent with other information that is made available to
him in the course of his work in accordance with the provisions
of this Agreement.

6. Representations and Warranties. Each of the parties

represents and warrants that:

a. It/He has full power, authority and legal right to

execute, deliver and perform this Agreement;

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 b. This Agreement constitutes its legal, valid and binding
obligation, enforceable in accordance with the terms hereof;

c. The execution, delivery and performance of this

Agreement has been duly authorized by all necessary action on
its part; and

d. The execution, delivery and performance of this

Agreement does not and will not violate any provision of, or
result in a breach of or constitute a default under any law,
regulation or judgment, or violate any Agreement binding upon
the party or its properties.

7. Mutual Commitments. The parties covenant and agree that

they shall perform all such acts and execute and deliver such other
documents, instruments, or agreements as may be necessary in order
to give effect to the intent underlying this Agreement or to fully
implement or consummate the transactions contemplated under this
Agreement.

8. Undertaking. The parties covenant and agree that they will

perform all undertakings and obligations imposed on them under this
Agreement in good faith, and that they will not willfully take or omit to
take any action which would frustrate the spirit and intent underlying
this Agreement.

9. Action for Damages. In case of material breach of the terms

and conditions of this Agreement, the innocent party is hereby
authorized to initiate legal action for damages against the erring party,
for the purpose of compelling compliance with the terms and conditions
of this Agreement.

10. Severability of Provisions. In case any of the provisions

contained in this Agreement shall be declared invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby.

11. Governing Law and Venue for Legal Action. This

Agreement shall be governed by and construed, in all respects, by the
laws of the Republic of the Philippines. Any legal action from or as a
result of the Agreement is hereby agreed by the parties to be initiated in
any of the courts in Bacolod City only, to the absolute exclusion of all
other courts in the Philippines or other countries for that matter.

12. Modification of the Agreement. This Agreement shall

continue to be in full force and effect until full completion of the
purposes set forth herein and that any modification or amendment in

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 any of its provisions shall only be allowed if the same is reduced into
writing at the instance of both parties.

IN TRUTH AND WITNESS WHEREOF, the parties have hereunto set their hands
in the following manner:

 
For the CLIENT For the ATTORNEY:

MS. Josie Cruz ATTY. Maria Clara

SSS ID No. _________________  IBP ID No. 11111

Attested to by:

__________________________   __________________________

Republic of the Philippines )

City of Bacolod ) Sc.
x-------------------------x

ACKNOWLEDGMENT
 
BEFORE ME, for and in the City of Bacolod, this _________________________,
personally appeared the above-named parties and/or their authorized
representative/s and they acknowledged to me that they are the same persons who
executed the foregoing instrument, consisting of six (6) pages, including this page and
that they executed the foregoing instrument out of their own free and voluntary act
and deed, for themselves and/or in behalf of their respective principals.

WITNESS MY HAND AND SEAL.

Doc. No. ___________;

Page No. ___________;
Book No. ___________;
Series of 2016.