MAPÚA UNIVERSITY

Muralla St. Intramuros, Manila

SCHOOL OF MECHANICAL AND MANUFACTURING

ENGINEERING

TYPES OF CONTRACTS

GROUP 5
1.) MAHMUD, Ali R. 2015151413
2.) KIM, SeongSik 2015101013
3.) MESSELE, Avelino C. 2013120914
4.) LEE, Wooam 2013120914
ME70 – C1

Date of Submission: June 27, 2019

ATTY. JOSE BECHAYDA

INSTRUCTOR
 TABLE OF CONTENTS:

A. TYPES OF CONTRACTS..........................................................3

1. Surveying Contract (MAHMUD)............................................3

2. Deed of Sale of a House & Lot (KIM)..................................13

3. Project Management Contract (LEE)………........................26

4. Consignment Contract (LEE)…….......................................28

5. Legal Services Contract (MESSELE)..................................34

B. RIGHT AND OBLIGATIONS OF PARTIES..............................38

1. Surveying Contract (MAHMUD)..........................................38

2. Deed of Sale of a House & Lot (KIM)..................................40

3. Project Management Contract (LEE)………........................41

4. Consignment Contract (LEE)………....................................44

5. Legal Services Contract (MESSELE)..................................48

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A. TYPES OF CONTRACTS:

1.) SURVEYING CONTRACT (MAHMUD)

STANDARD FORM OF AGREEMENT BETWEEN

OWNER AND LAND SURVEYOR

This AGREEMENT is made as of: May 27, 2020

BETWEEN the State of Texas, acting through its Director,

Department of Administration, here in after identified as the
“OWNER”:
Department of Administration, Quezon City
46 Burbank St., North Fairview, Quezon City

And the LAND SURVEYOR: Rivera, Mary Anne A.

123 Sampaguita St., Binondo
Manila City, 1016
663-09-01

For the following Project: Texas Land Survey

Texas Corporation
Project 3

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1 PART 1

1.1 COMPENSATION

1.1.1 The Owner shall compensate the Land Surveyor in

accordance with the full Terms and Conditions of this
Agreement as follows:

SERVICES AMOUNT
Site, Boundary, Certified Survey and Plans ₱20,000
Topographical Survey and Plans ₱50,000
Plats of Survey ₱80,000
Construction Staking ₱120,000
Control Reports and Permitting ₱50,000
Title and Legal Searches ₱35,000
Services Total = ₱455,000
SUPPLEMENTAL SERVICES AMOUNT
Other expenses ₱10,000
Supplemental Services ₱10,00
Total =
AMOUNT
TOTAL SUM FOR ALL ₱465,000
SERVICES =

1.2 ENUMERATION OF AGREEMENT

1.2.1 This Agreement represents the entire and integrated

agreement between the Owner and the Land Surveyor and
supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be
amended only by written instrument signed by both Owner
and Land Surveyor. This Agreement is also comprised of
the documents listed below (if checked).

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 1.2.2 Standard Form of Agreement Between Owner and Land
Surveyor;

Surveyor shall perform the following services (“Surveying”) at certain

real property located at 444 Banana St., Quezon City the aforesaid
Services at the above-described location shall be referred to as the
“Project”. Should additional space be needed for a more complete
description of Services to be provided in connection with the Project
and pursuant to the terms of this Agreement, it shall be attached as
Exhibit A, the terms of which are incorporated by reference as though
fully stated herein. Surveyor shall not be obligated to Client for the
provision of any services of any nature whatsoever not specifically set
forth in Section 1.0 and Exhibit A, if attached.
1.3 PROJECT TEAM

1.3.1 The Owner:

1.3.1.1 Design Project Manager is: Engr. Lilibeth Ampongan

336-12-34
[email protected]

1.3.1.2 Construction Project Manager is: Engr. Elgo Santos

981-69-69
[email protected]

1.3.1.3 Agency point of contact is:

Engr. Nixon Ford
747-89-35
[email protected]

1.3.1.4 The Owner’s Project Manager (respective to the

phase of the Project) shall be authorized to act on the
Owner’s behalf with respect to all aspects of the
Project. The Owner or the Owner’s Designated

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 Representative shall render decisions in a timely
manner in order to avoid unreasonable delay in the
orderly and sequential progress of the Land Surveyor’s
services.

1.3.2 The Land Surveyor:

1.3.2.1 Designated Representative is:

Engr. Joan D. Tiger
768-34-56
[email protected]

1.3.2.2 The Land Surveyor’s Designated Representative

shall be authorized to act on the Land Surveyor’s
behalf with respect to the Project and to bind the Land
Surveyor and the Land Surveyor’s consultants.

1.4 GENERAL TERMS AND CONDITIONS

1.4.1 The Owner and Land Surveyor shall cooperate with one
another to fulfill their respective obligations under this
Agreement. Both parties shall endeavor to maintain good
working relationships among all members of the Project
Team.

1.4.2 Licensing Requirements. By signature on this Agreement,

the declaration is made by the Land Surveyor is
professionally qualified, registered, and licensed to practice
in the State of Montana. In accordance with Montana law,
the Land Surveyor shall sign and stamp all Documents.

1.4.3 The Land Surveyor shall be responsible for the professional

quality, technical accuracy, and coordination of all concepts,
programming, reports, designs, drawings, specifications, and
other services furnished under this Agreement. The Land
Surveyor shall, without additional compensation, correct or

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 revise any errors, deficiencies, or omissions in concepts,
programming, reports, designs, drawings, specifications,
estimates, and other services.

1.5 RESPONSIBILITIES OF THE PARTIES

1.5.1 Owner Responsibilities:

1.5.1.1 Unless otherwise provided under this Agreement,

the Owner shall provide information in a timely manner
regarding requirements and parameters of the Project.
The Owner shall furnish a preliminary project program
setting forth the Owner’s objectives, schedule,
constraints and criteria, including necessities and
relationships, special equipment, systems and site
requirements.

1.5.1.2 The Owner shall examine documents submitted by

the Land Surveyor and shall render decisions
pertaining thereto.

1.5.1.3 The Owner shall furnish the services of consultants

other than those designated as part of the Land
Surveyor’s responsibility or authorize the Land
Surveyor to furnish them as a change in service or
scope.

1.5.2 Land Surveyor’s Responsibilities:

1.5.2.1 The Land Surveyor’s services shall be performed as

expeditiously as is consistent with professional skill
and care, orderly progress of the Project, and in
accordance with the Project Schedule.

1.5.2.2 The Land Surveyor shall maintain the confidentiality

of information specifically designated as confidential by

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 the Owner, unless withholding such information would
violate the law or create the risk of significant harm to
the public. The Land Surveyor shall require similar
agreements of the Land Surveyor’s consultants to
maintain the confidentiality of information specifically
designated as confidential by the Owner.

1.5.2.3 Except with the Owner’s knowledge and express

written permission, the Land Surveyor shall not engage
in any activity, or accept any employment, other
agreement, interest, or contribution that would
reasonably appear to compromise the Land Surveyor’s
professional judgment with respect to this Project.

1.5.2.4 The Land Surveyor is expressly prohibited from

participating in or bidding on any part of the Contract
for Construction or multiple construction contracts, if
any, let by the Owner.

2 PART 2

2.1 SURVEY REQUIREMENTS

2.1.1 TIME: Subject to any limitations stated in this agreement,

the specified Survey shall be completed and the drawing(s)
and report(s) delivered to the Owner within twenty (20)
calendar days upon the Owner’s execution of this
Agreement or authorization from the Owner to proceed.

2.1.2 SITE:

2.1.2.1 Show boundary lines (if any), giving length and

bearing (including reference of basis) on each
straight line; interior angles; radius, point of
tangency and length of curved lines. Where no

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 monument exists, set permanent iron pin
(monument) or other suitable permanent monument
at property corners; drive pin into ground
adequately to prevent movement, mark with wood
stake; state on drawings whether corners were
found or set and describe each.

2.1.3 TOPOGRAPHICAL:

2.1.3.1 Provide minimum of one permanent benchmark on

site for

2.1.4 Protection of Property. The Surveyor shall contact the

agency for information regarding the site and shall take all
reasonable precautions to prevent damage to property,
visible and concealed, and shall reasonably restore the site
to the condition existing prior to the Surveyor's entry,
including, but not limited to, repair of lawns and plantings.
     
3 PART 3

3.1 OWNERSHIP OF DOCUMENTS

3.1.1 All documents developed under this Agreement are and

shall become the property of the Owner whether the Project
for which they are made is or is not executed. It is
understood and agreed that the Owner and his
Architect/Engineer is permitted to reproduce the drawings
and distribute the prints in connection with the use or
disposition of the property without incurring obligation for
additional compensation to the Surveyor.

3.1.2 The signing of this Agreement shall constitute a complete

transfer of ownership, intellectual property and copyright of
all documents from the Land Surveyor to the Owner upon
Substantial Completion of the Project. Such transfer shall

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 not be construed by the Land Surveyor as a grant for usage
nor can it be revoked by the Land Surveyor.

3.2 DISPUTE RESOLUTION

The Owner and Land Surveyor shall endeavor to resolve

controversies, claims, disputes, and other matters in question
between them through good faith debate, discussion, and negotiating
prior to submitting them to mediation, arbitration, or other legal
proceeding.

3.3 WAIVER OF CONSEQUENTIAL DAMAGES

The Land Surveyor and the Owner waive consequential

damages for claims, disputes or other matters in question arising
out of or relating to this Agreement. This mutual waiver is
applicable, without limitation, to all consequential damages due
to either party’s termination in accordance with this Agreement.

3.4 MISCELLANEOUS PROVISIONS

3.4.1 This Agreement shall be governed by the laws of the

State of Montana and venue for all proceedings shall be
Lewis & Clark County.

3.4.2 Causes of action between the parties to this Agreement

pertaining to acts or failures to act shall be deemed to
have accrued and the applicable statutes of limitations
shall commence to run not later than the date of
termination or of Final Acceptance of the Project per the
General Conditions of the Contract for Construction.

3.5 TERMINATION OR SUSPESION OF THIS AGREEMENT

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 The Owner or Land Surveyor may terminate this Agreement
upon giving written notice to the other that such party has
defaulted and failed to fulfill its obligations under this Agreement.
The written notice must contain an itemized description and
accounting of default and failure. In the event of such default,
the Land Surveyor or Owner shall allow twenty (20) calendar
days for corrective action or submission of a corrective action
plan. The twenty (20) days shall be based upon the date of
receipt of the notice by the other party. Should no satisfactory
corrective action be taken or acceptable corrective action plan be
provided by the defaulting party, the other shall have right to
terminate the Agreement.

3.6 NOTARY PUBLIC

This Agreement entered into as of the day and year first written
above:

Land Surveyor: Rivera, Mary Anne A.

Signature

Print

Title

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 Person signing for the Land
Surveyor shall be a principle
owner in the firm or a
corporate officer and be
legally able to bind the Land
Surveyor to all provisions of
this Agreement.

Owner: STATE OF TEXAS

GEORGE H. LUCAS
Administrator, Architecture &
Engineering Division

For the DIRECTOR, DEPARTMENT OF ADMINISTRATION

Date

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 2.) DEED OF SALE (HOUSE AND LOT) (KIM)

KNOW ALL MEN BY THESE PRESENTS:

           I, KIM, SEONGSIK, legal age, Filipino, and residents of B1 L2

Neighborhood B ParkPlace Village, Imus, Cavite are the owners of a
parcel of land, embraced within and covered by Transfer Certificate of
Title No. M-14344, issued by the Register of Deeds of Morong
Branch, and more particularly described as follows: 
TCT No. M-14344
"A parcel of land (Lot 11. Blk. 1 of the subd. Plan (LRC) Psd-13779,
being a portion of Blk. 55, described on plan (LRC) Psd-10025, LRC
(GLRO) Rec. No. 49867), situated in the Bo. of Tayuman, Mun. of
Binangonan, Province of Rizal, bounded on the x x x, containing an
area of THREE HUNDRED (300) SQUARE METERS more or less. x
x x."
           That for and in consideration of the sum of ONE HUNDRED
THOUSAND PESOS (P100,000.00) Philippine currency, to us in
hand paid by and receipt of which is hereby acknowledged
from MAHMUD, ALI R. of legal age, Filipino, widow, a resident of
1234 F. Roxas Street, Barrio Obrero Tondo, Manila, hereby SELLS,
TRANSFERS and CONVEYS and by these presents and have
SOLD, TRANSFERRED and CONVEYED unto said MAHMUD, ALI
R., the aforesaid parcel of land. 

           WE HEREBY warrant that said parcel of land is free from any
liens and encumbrances and that we will defend the title and rights of
the VENDEE from any claims of whatever kind or nature from third
persons. 

Title
1. Encumbrances
1.1 The purchaser buys the property subject to:
a) any encumbrance shown in the section 32 statement other
than mortgages or caveats; and
b) any reservations in the crown grant; and

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 c) any lease referred to in the particulars of sale.
1.2 The purchaser indemnifies the vendor against all obligations
under any lease that are to be performed by the landlord after
settlement.
1.3 In this general condition 'section 32 statement' means a
statement required to be given by a vendor under section 32 of
the Sale of Land Act 1962 in accordance with Division 2 of Part
II of that Act.
2. Vendor warranties
2.1 The vendor warrants that these general conditions 1 to 28 are
identical to the general conditions 1 to 28 in the standard form
of contract of sale of real estate prescribed by the Estate
Agents (Contracts) Regulations 2008 for the purposes of
section 53A of the Estate Agents Act 1980.
2.2 The warranties in general conditions 2.3 and 2.4 replace the
purchaser's right to make requisitions and inquiries.
The vendor warrants that the vendor:
a) has, or by the due date for settlement will have, the right to
sell the land; and
b) is under no legal disability; and
c) is in possession of the land, either personally or through a
tenant; and
d) has not previously sold or granted any option to purchase,
agreed to a lease or granted a pre-emptive right which is
current over the land and which gives another party rights
which have priority over the interest of the purchaser; and
e) will at settlement be the holder of an unencumbered estate
in fee simple in the land; and
f) will at settlement be the unencumbered owner of any
improvements, fixtures, fittings and goods sold with the land.
2.3 The vendor further warrants that the vendor has no knowledge
of any of the following:
a) public rights of way over the land;
b) easements over the land;

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 c) lease or other possessory agreement affecting the land;
d) notice or order affecting the land which will not be dealt with
at settlement, other than the usual rate notices and any land
tax notices;
e) legal proceedings which would render the sale of the land
void or voidable or capable of being set aside.
2.4 The warranties in general conditions 2.3 and 2.4 are subject to
any contrary provisions in this contract and disclosures in the
section 32 statement required to be given by the vendor under
section 32 of the Sale of Land Act 1962 in accordance with
Division 2 of Part II of that Act.
2.5 If sections 137B and 137C of the Building Act 1993 apply to
this contract, the vendor warrants that:
a) all domestic building work carried out in relation to the
construction by or on behalf of the vendor of the home was
carried out in a proper and workmanlike manner; and
d) all materials used in that domestic building work were
good and suitable for the purpose for which they were used
and that, unless otherwise stated in the contract, those
materials were new; and
e) domestic building work was carried out in accordance
with all laws and legal requirements, including, without
limiting the generality of this warranty, the Building Act
1993 and regulations made under the Building Act 1993.
2.6 Words and phrases used in general condition 2.6 which are
defined in the Building Act 1993 have the same meaning in
general condition 2.6.
3. Identity of the land
3.1 An omission or mistake in the description of the property or any
deficiency in the area, description or measurements of the land
does not invalidate the sale.
3.2 The purchaser may not:
a) make any objection or claim for compensation for any
alleged misdescription of the property or any deficiency in its
area or measurements; or

15
 f) require the vendor to amend title or pay any cost of
amending title.
4. Services
4.1 The vendor does not represent that the services are adequate
for the purchaser's proposed use of the property and the
vendor advises the purchaser to make appropriate inquiries.
The condition of the services may change between the day of
sale and settlement and the vendor does not promise that the
services will be in the same condition at settlement as they
were on the day of sale.
4.2 The purchaser is responsible for the connection of all services
to the property after settlement and the payment of any
associated cost.
5. Consents
The vendor must obtain any necessary consent or license required
for the sale. The contract will be at an end and all money paid
must be refunded if any necessary consent or license is not
obtained by settlement.
6. Transfer
The transfer of land document must be prepared by the purchaser
and delivered to the vendor at least 10 days before settlement.
The delivery of the transfer of land document is not acceptance of
title. The vendor must prepare any document required for
assessment of duty on this transaction relating to matters that are
or should be within the knowledge of the vendor and, if requested
by the purchaser, must provide a copy of that document at least 3
days before settlement.

7. Builder warranty insurance

The vendor warrants that the vendor will provide at settlement
details of any current builder warranty insurance in the vendor's
possession relating to the property if requested in writing to do so
at least 21 days before settlement.
8. General law land
8.1 This general condition only applies if any part of the land is not
under the operation of the Transfer of Land Act 1958.

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 8.2 The vendor is taken to be the holder of an unencumbered
estate in fee simple in the land if there is an unbroken chain of
title starting at least 30 years before the day of sale proving on
the face of the documents the ownership of the entire legal and
equitable estate without the aid of other evidence.
8.3 The purchaser is entitled to inspect the vendor's chain of title
on request at such place in Victoria as the vendor nominates.
8.4 The purchaser is taken to have accepted the vendor's title if:
a) 21 days have elapsed since the day of sale; and
g) the purchaser has not reasonably objected to the title or
reasonably required the vendor to remedy a defect in the
title.
8.5 The contract will be at an end if:
a) the vendor gives the purchaser a notice that the vendor is
unable or unwilling to satisfy the purchaser's objection or
requirement and that the contract will end if the objection or
requirement is not withdrawn within 14 days of the giving of
the notice; and
h) the objection or requirement is not withdrawn in that time.
8.6 If the contract ends in accordance with general condition 9.5,
the deposit must be returned to the purchaser and neither
party has a claim against the other in damages.
8.7 General condition 10.1 should be read, in respect of that part
of the land which is not under the operation of the Transfer of
Land Act 1958, as if the reference to 'registered proprietor' is a
reference to 'owner'.
Money
9. Settlement
9.1 At settlement:
a) the purchaser must pay the balance; and
b) the vendor must:
i) do all things necessary to enable the purchaser to
become the registered proprietor of the land; and

17
 ii) give either vacant possession or receipt of rents and
profits in accordance with the particulars of sale.
9.2 The vendor's obligations under this general condition continue
after settlement.
9.3 Settlement must be conducted between the hours of
10.00 a.m. and 4.00 p.m. unless the parties agree otherwise.
10. Payment
10.1 The purchaser must pay the deposit:
a) to the vendor's licensed estate agent; or
i) if there is no estate agent, to the vendor's legal
practitioner or conveyancer; or
j) if the vendor directs, into a special purpose account in an
authorised deposit-taking institution in Victoria specified by
the vendor in the joint names of the purchaser and the
vendor.
10.2 If the land sold is a lot on an unregistered plan of
subdivision, the deposit:
a) must not exceed 10% of the price; and
b) must be paid to the vendor's estate agent, legal practitioner
or conveyancer and held by the estate agent, legal
practitioner or conveyancer on trust for the purchaser until
the registration of the plan of subdivision.
10.3 The purchaser must pay all money other than the deposit:
a) to the vendor, or the vendor's legal practitioner or
conveyancer; or
k) in accordance with a written direction of the vendor or the
vendor's legal practitioner or conveyancer.
10.4 At settlement, payments may be made or tendered:
a) in cash; or
l) by cheque drawn on an authorised deposit-taking
institution; or
m) if the parties agree, by electronically transferring the
payment in the form of cleared funds.

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 10.5 For the purpose of this general condition 'authorised
deposit-taking institution' means a body corporate in relation to
which an authority under section 9(3) of the Banking Act 1959
(Cth) is in force.
10.6 At settlement, the purchaser must pay the fees on up to
three cheques drawn on an authorised deposit-taking
institution. If the vendor requests that any additional cheques
be drawn on an authorised deposit-taking institution, the
vendor must reimburse the purchaser for the fees incurred.
11. Loan
11.1 If the particulars of sale specify that this contract is
subject to a loan being approved, this contract is subject to the
lender approving the loan on the security of the property by the
approval date or any later date allowed by the vendor.
11.2 The purchaser may end the contract if the loan is not
approved by the approval date, but only if the purchaser:
a) immediately applied for the loan; and
n) did everything reasonably required to obtain approval of
the loan; and
o) serves written notice ending the contract on the vendor
within 2 clear business days after the approval date or any
later date allowed by the vendor; and
p) is not in default under any other condition of this contract
when the notice is given.
11.3 All money must be immediately refunded to the purchaser
if the contract is ended.
12. Adjustments
12.1 All periodic outgoings payable by the vendor, and any
rent and other income received in respect of the property must
be apportioned between the parties on the settlement date and
any adjustments paid and received as appropriate.
12.2 The periodic outgoings and rent and other income must
be apportioned on the following basis:

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 a) the vendor is liable for the periodic outgoings and entitled to
the rent and other income up to and including the day of
settlement; and
q) the land is treated as the only land of which the vendor is
owner (as defined in the Land Tax Act 2005); and
r) the vendor is taken to own the land as a resident
Australian beneficial owner; and
s) any personal statutory benefit available to each party is
disregarded in calculating apportionment.
Transactional
13. Time
13.1 Time is of the essence of this contract.
13.2 Time is extended until the next business day if the time
for performing any action falls on a Saturday, Sunday or bank
holiday.
14. Service
14.1 Any document sent by:
a) post is taken to have been served on the next business day
after posting, unless proved otherwise;
t) email is taken to have been served at the time of receipt
within the meaning of section 13A of the Electronic
Transactions (Victoria) Act 2000.
14.2 Any demand, notice or document required to be served
by or on any party may be served by or on the legal
practitioner or conveyancer for that party. It is sufficiently
served if served on the party or on the legal practitioner or
conveyancer—
a) personally; or
u) by pre-paid post; or
v) In any manner authorised by law or the Supreme Court
for service of documents, including any manner authorised
for service on or by a legal practitioner; or
w)by email.

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 14.3 This general condition applies to the service of any
demand, notice or document by or on any party, whether the
expression 'give' or 'serve' or any other expression is used.
15. Nominee
The purchaser may nominate a substitute or additional transferee,
but the named purchaser remains personally liable for the due
performance of all the purchaser's obligations under this contract.
16. Liability of signatory
Any signatory for a proprietary limited company purchaser is
personally liable for the due performance of the purchaser's
obligations as if the signatory were the purchaser in the case of a
default by a proprietary limited company purchaser.
17. Guarantee
The vendor may require one or more directors of the purchaser to
guarantee the purchaser's performance of this contract if the
purchaser is a proprietary limited company.
18. Notices
The purchaser is responsible for any notice, order, demand or levy
imposing liability on the property that is issued or made on or after
the day of sale that does not relate to periodic outgoings. The
purchaser may enter the property to comply with that responsibility
where action is required before settlement.
19. Inspection
The purchaser and/or another person authorized by the purchaser
may inspect the property at any reasonable time during the 7 days
preceding and including the settlement day.
20. Terms contract
20.1 If this is a 'terms contract' as defined in the Sale of Land
Act 1962:
a) any mortgage affecting the land sold must be discharged as
to that land before the purchaser becomes entitled to
possession or to the receipt of rents and profits unless the
vendor satisfies section 29M of the Sale of Land Act 1962;
and
x) the deposit and all other money payable under the
contract (other than any money payable in excess of the
amount required to so discharge the mortgage) must be
paid to a legal practitioner or conveyancer or a licensed

21
 estate agent to be applied in or towards discharging the
mortgage.
20.2 While any money remains owing each of the following
applies:
a) the purchaser must maintain full damage and destruction
insurance of the property and public risk insurance noting all
parties having an insurable interest with an insurer approved
in writing by the vendor;
y) the purchaser must deliver copies of the signed insurance
application forms, the policies and the insurance receipts to
the vendor not less than 10 days before taking possession
of the property or becoming entitled to receipt of the rents
and profits;
z) the purchaser must deliver copies of any amendments to
the policies and the insurance receipts on each amendment
or renewal as evidence of the status of the policies from
time to time;
aa) the vendor may pay any renewal premiums or take
out the insurance if the purchaser fails to meet these
obligations;
bb) insurance costs paid by the vendor under
paragraph (d) must be refunded by the purchaser
on demand without affecting the vendor's other rights under
this contract;
cc) the purchaser must maintain and operate the
property in good repair (fair wear and tear excepted) and
keep the property safe, lawful, structurally sound,
weatherproof and free from contaminations and dangerous
substances;
dd) the property must not be altered in any way without
the written consent of the vendor which must not be
unreasonably refused or delayed;
ee) the purchaser must observe all obligations that
affect owners or occupiers of land;
ff) the vendor and/or other person authorised by the vendor
may enter the property at any reasonable time to inspect it

22
 on giving 7 days written notice, but not more than twice in a
year.
21. Loss or damage before settlement
21.1 The vendor carries the risk of loss or damage to the
property until settlement.
21.2 The vendor must deliver the property to the purchaser at
settlement in the same condition it was in on the day of sale,
except for fair wear and tear.
21.3 The purchaser must not delay settlement because one or
more of the goods is not in the condition required by general
condition 24.2, but may claim compensation from the vendor
after settlement.
21.4 The purchaser may nominate an amount not exceeding
$5,000 to be held by a stakeholder to be appointed by the
parties if the property is not in the condition required by general
condition 24.2 at settlement.
21.5 The nominated amount may be deducted from the
amount due to the vendor at settlement and paid to the
stakeholder, but only if the purchaser also pays an amount
equal to the nominated amount to the stakeholder.
21.6 The stakeholder must pay the amounts referred to in
general condition 24.5 in accordance with the determination of
the dispute, including any order for payment of the costs of the
resolution of the dispute.
22. Breach
A party who breaches this contract must pay to the other party on
demand:
a) compensation for any reasonably foreseeable loss to the
other party resulting from the breach; and
gg) any interest due under this contract as a result of
the breach.
Default
23. Interest
Interest at a rate of 2% per annum plus the rate for the time being
fixed by section 2 of the Penalty Interest Rates Act 1983 is

23
 payable on any money owing under the contract during the period
of default, without affecting any other rights of the offended party.
24. Default notice
24.1 A party is not entitled to exercise any rights arising from
the other party's default, other than the right to receive interest
and the right to sue for money owing, until the other party is
given and fails to comply with a written default notice.
24.2 The default notice must:
a) specify the particulars of the default; and
hh) state that it is the offended party's intention to
exercise the rights arising from the default unless, within 14
days of the notice being given:
i) the default is remedied; and
ii) the reasonable costs incurred as a result of the default
and any interest payable are paid.
25. Default not remedied
25.1 All unpaid money under the contract becomes
immediately payable to the vendor if the default has been
made by the purchaser and is not remedied and the costs and
interest are not paid.
25.2 The contract immediately ends if:
a) the default notice also states that unless the default is
remedied and the reasonable costs and interest are paid,
the contract will be ended in accordance with this general
condition; and
ii) the default is not remedied and the reasonable costs and
interest are not paid by the end of the period of the default
notice.
25.3 If the contract ends by a default notice given by the
purchaser:
a) the purchaser must be repaid any money paid under the
contract and be paid any interest and reasonable costs
payable under the contract; and
jj) all those amounts are a charge on the land until payment;
and
24
 kk) the purchaser may also recover any loss otherwise
recoverable.
25.4 If the contract ends by a default notice given by the
vendor:
a) the deposit up to 10% of the price is forfeited to the vendor
as the vendor's absolute property, whether the deposit has
been paid or not; and
ll) the vendor is entitled to possession of the property; and
mm) in addition to any other remedy, the vendor may
within one year of the contract ending either:
i) retain the property and sue for damages for breach of
contract; or
ii) resell the property in any manner and recover any
deficiency in the price on the resale and any resulting
expenses by way of liquidated damages; and
nn) the vendor may retain any part of the price paid until the
vendor's damages have been determined and may apply
that money towards those damages; and
oo) any determination of the vendor's damages must take into
account the amount forfeited to the vendor.
25.5 The ending of the contract does not affect the rights of the
offended party as a consequence of the default.

26. ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ____________________ ) S.S.

           BEFORE ME, this ___ day of _________, 20__ in the

City/Municipality of _____________, Province of ___________,
Philippines, personally appeared:
KIM, SEONGSIK               
Driver's License No. ______________

known to me to be the same person who executed the foregoing

25
 instrument, and who acknowledged to me that the same is their free
act and deed. 
27. Notary
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed
my notarial seal, on the day, year, and place above written. 

Name:
___________________________
Notary Public for [Municipality/City/Province]
Office Address of Notary Public _____
Appointment No. _____
Roll of Attorneys No. _____
PTR No. ______;
IBP No. ______;

26
 3.) PROJECT MANAGEMENT CONTRACT (LEE)
Property Management Contract

This agreement is between Mr. Simeon Lim, henceforth known as

"Owner," and Mr. Lee,Wooam, henceforth known as "Manager," who
will be taking over as the manager of the property located at Manila
Executive Regency, 1200 Jorge Bocobo St. Ermita, Manila.

This agreement begins on this day 27 of June, 2019, and continues

for 27 of December, 2019.

Owner and Manager agree to the following provisions as conditions

of this contract:

1. Manager will be an employee of the Owner, and will be required

to work 40 hours per week in a property management capacity.

2. Manager will live Suntrust Parkview, Ermita, Manila.

3. Manager's responsibilities will include, but are not limited to,

rent collection, oversight of landscaping and maintenance,
tenant relations and leasing of new apartments.

4. Owner has the right to give Manager new duties at any time,
which the Manager will be expected to perform to the best of
his/her ability.

5. Manager will be required to be an office presence on the

property during open hours.

6. Manager will maintain a respectable outward personal

appearance, since he/she will be the public face of Manila
Executive Regency.

7. Owner will pay Manager P30,000 every month as

compensation for this position.

8. Owner will provide Manager with support in this position,

including {ways in which Owner will support the Manager}.

27
 9. Owner may terminate the Manager's position {conditions
under which Owner can terminate this contract}.

10. Manager may terminate this contract {conditions under

which Manager can terminate this contract}.

11. Owner and Manager agree that this contract is subject to

the laws and regulations of the state of Manila.

Signed:

___________________________                                
__________________________
Simeon Lim                                                               Wooam Lee

___________________________                                
__________________________
Owner Signature                                                     Manager Signature

28
4.) CONSIGNMENT CONTRACT (LEE)

This Agreement made on the 13th day of June 2019 by

and between LEE Industries (the Consignor)., a Filipino
corporation, with its principal office at 32nd Floor, Tower One,
Ayala Avenue, Ayala Triangle, Makati, and WALWALEE Eric
Co. (the Consignee), with its principal office at 12E Suntrust
Parkview tower Eugenia Ermita, Manila.

WITHNESSETH:

WHEREAS, LEE Industries has developed and is now engaged

in the business of manufacturing and selling certain products to
some areas, and

WHEREAS, Consignee desires to enter the business of

promoting, selling, installing and servicing the products in its
country and other territories.

NOW, THEREFORE, the parties hereto mutually covenant and

agree as follows:

1. Appointment
LEE Industries hereby appoints Consignee as its sole
consignee for the sales within the territory of Tondo, Manila
(hereinafter called “Territory”) of the products of LEE Industries
as specified in Exhibit A (hereinafter called “Products”).

2. Order and Contract

2.1 Consignee may receive orders and buying offers from
customers in Territory and may conclude sales contract on
Products on behalf of LEE Industries with any person, firm, or
company within Territory, provided, however that Consignee
shall execute any sales contract with customer only by using a
sales contract form, a copy of which is attached hereto at the
Exhibit B hereof.

29
2.2 Consignee shall not make or use other contract form than
the form specified in the paragraph 2.1 of this Article or shall
not modify, amend or alter such specified form by and reason
whatsoever without a prior written consent of LEE Industries.

3. Price
3.1 Price for each item of Products to be sold to customers in
Territory shall be provided in the Exhibit A attached hereto as
an integral part hereof. Consignee shall sell Products and
contract with customers strictly in accordance with the said
Exhibit A.

3.2 Notwithstanding provisions of the preceding paragraph 3.1,

LEE INDUSTRIES may change any price of Products and, in
such case, LEE INDUSTRIES shall inform Consignee of such
change along with the valid period of the new price of Products
from time to time.

4. Sole Consignee
4.1 LEE INDUSTRIES agrees to make no agency or
distributorship agreement with any other person, firm or
company for the sales of Products in Territory during the life of
this Agreement, insofar as Consignee at all times fully complies
with its obligations hereunder.
4.2 Nothing herein contained shall be construed as exclusion of
LEE INDUSTRIES’s direct transaction with any person, firm or
company in Territory.

5. Competitive Business
Consignee shall not deal as agent, distributor or representative,
or in any other manner, with any goods or equipment
competitive or likely to compete with Products during the life of
this Agreement.

6. Independent Business

30
Consignee shall at all times be independent of LEE
INDUSTRIES. In the event that Consignee invests or expends
any amount for advertisement or business operation or newly
employs persons in order to carry out this Agreement, LEE
INDUSTRIES in not responsible for such Consignee’s
expenditure thereon even if this Agreement has been
terminated or canceled for any reason whatsoever.

7. Minimum Transaction
7.1 The following minimum sales of Products shall be
guaranteed by Consignee under this Agreement.
(a) PHP 10,000,000 for each half or first year hereof;

7.2 If Consignee fails to attain the said minimum sales in any

one period, LEE INDUSTRIES is entitled to terminate this
Agreement prematurely by giving thirty (30) days notice.

7.3 The above minimum sales shall be calculated on the total

sales amount of Products for which Consignee has effectively
received the payment from its customers and, in addition, of
Products for which LEE INDUSTRIES has directly shipped and
received the payment in its direct transaction with clients in
Territory.

8. Title
The absolute title to all Products consigned to Consignee by
LEE INDUSTRIES shall remain in LEE INDUSTRIES until such
time that Products have been effectively delivered to
customers.

8. Insurance
During the period when Products are in the custody of
Consignee or other custody as stipulated in (a) of the
paragraph 8.1 of Article 8, Consignee shall keep them in sale
and in good conditions. Consignee agrees to keep Products
insured in the name and for the benefit of LEE INDUSTRIES

31
against loss by fire, theft or otherwise with extended coverage.
Any policy of such insurance shall be delivered to LEE
INDUSTRIES and Consignee shall bear all premiums thereof.

9. Commission
9.1 In consideration of Consignee’s services hereunder, LEE
INDUSTRIES shall pay Consignee within one (1) month after
the close of each calendar quarter commissions at the rate of
___ percent on all sales amount which are or become
consummated, collected and fully paid for by Consignee or
customer during such calendar quarter. LEE INDUSTRIES
reserves the right to deduct from any commission due any
amount which may be owed by Consignee to LEE
INDUSTRIES.

9.2 LEE INDUSTRIES needs not to pay Consignee any

commission in case when payment for Products shipped to
customers is made between LEE INDUSTRIES and customers
under a separate sales contract between them.

10. Term
This Agreement shall be effective as of the date first written
above and shall remain in effect for a period of three (3) years
from the effective date. At the end of the three (3) year period, if
both LEE INDUSTRIES and Consignee so consent in writing,
this Agreement shall be continued for an additional term of
three (3) years. Such consent shall not be unreasonably
withheld by either party.

11. Termination
11.1 If Consignee fails to fully, adequately and in timely manner
perform any of its responsibilities or obligations set forth herein,
and such failure is not corrected within thirty (30) days after
written notice thereof is given by LEE INDUSTRIES, then LEE
INDUSTRIES shall have the right to immediately terminate this
Agreement by giving written notice thereof to Consignee.
11.2 LEE INDUSTRIES shall have the right by written notice to
Consignee to immediately terminate this Agreement and all of

32
Consignee’s rights and responsibilities hereunder if (ⅰ)
Consignee shall voluntarily or involuntarily enter into or
acquiesce in any dissolution, liquidation, bankruptcy or similar
insolvency or winding-up proceedings, or (ⅱ) in the event of
the appointment of a receiver for any of the assets of
Consignee, the making of an assignment for the benefit of the
creditors of Consignee, or the taking of any similar action such
as requesting a creditor’s assignment or composition of
creditors, or (ⅲ) if the present owners of Consignee (or of the
corporation which controls Consignee) shall no longer own or
control more than fifty percent (50%) of the shares of
Consignee (or of the corporation which controls Consignee).

12. Assignment
This Agreement shall not be assignable by either Consignee or
LEE INDUSTRIES without the other party's written consent.

13. Arbitration
All disputes, controversies or differences which may arise
between the parties hereto, out of or in relation to or in
connection with this Agreement, or the breach thereof, shall be
finally settled by arbitration in Manila, the Republic of the
Philippines in accordance with the Commercial Arbitration
Rules of the Philippines. The award rendered by arbitrator(s)
shall be final and binding upon both parties.

14. Governing Law

This Agreement shall be governed as to all matters, including
validity, construction and performance, by and under the laws
of the Philippines.

15. Waiver
Failure of any party to insist upon the strict and punctual
performance of any provision hereof shall neither constitute
waiver of nor estoppel against asserting the right to require
such performance, and never shall a waiver or estoppel in one

33
instance constitute a waiver or estoppel with respect to a later
breach whether of similar nature or otherwise.

16. Integration
This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter of
this Agreement and merges all prior discussions and
negotiations between the parties, and neither of the parties
shall be bound by any conditions with respect to the subject
matter of this Agreement other than as expressly provided in
this Agreement or other than as duly set forth on or subsequent
to the date hereof in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have caused this

Agreement to be executed by their duly authorized officer or
representative as of the date first above
written.

LEE INDUSTRIES Inc. Consignee

Name, President Name, President

34
 5.) LEGAL SERVICES CONTRACT (MESSELE)

You, _____Mr._Wooam Lee___________, agree to retain me, Atty.

Avelino Messele, of Messele’s Law Consultancy to represent you in
the following matter: Neighbor Unwilling to evacuate my Land in
Batangas and you agree to the following terms:
The attorney’s fee is based upon the amount of time I devote to
your case. It is impossible to determine in advance how much time
will be needed. In addition to me, it may be necessary for other
professionals in our office to work on your case. I will use my best
judgment to determine the most economical use of my time and the
time of the staff. You will be billed for all time spent on your case
including conferences, telephone calls, pretrial discovery, trial
preparation, document drafting, correspondence and pleadings,
negotiations, legal research, court time, and travel to and from
locations away from our office. TIME IS BILLED IN QUARTERS OF
AN HOUR; that is, the minimum amount of time you are billed for any
activity on your case is one-quarter (1/4) of an hour.
Any figures I quote you for the total cost of my services are
merely estimates. Your adversary, the opposing attorney, or others
may engage in activities beyond my control that require time that was
not originally contemplated. You will receive an itemized hourly bill; I
normally bill around the 20th of each month. If my billing does not
exceed the amount you have deposited into escrow, then you will
receive a statement showing how much time I have spent, how much
money has been drawn from escrow, and how much money remains
in escrow.
I know that this contract seems very long to you, but it is
necessary to ensure that each of us knows what is expected of the
other. I also know that you will probably feel that the contract is overly
concerned with my getting paid for the work I do. The contract is not a
judgment of you or your credit history, but rather is based upon my
experience with many clients. I am not a bank. I cannot afford to lend
you money, which is what happens when I do legal work for you and
you do not pay me in full each month. I have to pay my bills, just like

35
you, and this contract is intended to help you understand exactly what
is expected of you.
Your cooperation is very important. You must inform me
immediately of any change of address, telephone number,
employment, or circumstances. Full disclosure of all facts is essential
to enable me to properly represent you. You must promptly fill out
and return all papers I ask you to. If you do not, I have the right to
withdraw from your case. You promise to read everything I send you,
and to ask questions if you do not understand something.
You agree to pay attorney’s fees as follows:
1. I do not represent clients on a fixed-fee basis. I charge $180.00 per
hour for all legal work, and $50.00 per hour for travel time. If it
becomes necessary in my opinion to consult with another attorney in
my office, then both of us will charge you a total of $200.00 per hour
for work we do together on your case, which we will share. If it
becomes necessary to hire outside counsel, you must make your own
arrangements with that attorney and I am not responsible for his or
her fee, nor will he or she have a claim to any money held by me in
escrow.
2. YOU UNDERSTAND THAT I WILL NOT BEGIN WORKING ON
YOUR CASE UNTIL BOTH ACCOUNTS ARE PAID IN FULL.
3. YOU AGREE TO PAY A NONREFUNDABLE RETAINER FEE of
$2,000.00. This sum is considered by you and me to be earned upon
receipt, but it will be credited to periodic billings. In other words, with
payment of this sum, you have purchased a certain amount of my
time which I warrant I am ready, willing, and able to expend on your
case. If you decide to seek other legal representation, no amount of
this sum will be returned to you; if I decide to withdraw from
representing you, then whatever amount has not been applied to time
spent will be returned to you.
4. YOU AGREE TO PAY A REFUNDABLE FEE TO BE HELD IN
TRUST of $ 10 000.00. This sum will be deposited into the law firm’s
escrow account and held until it has either been earned by me (at
which time a draw for fees will be made against this amount) or which

36
shall be returned to you as unearned attorney’s fees. If your monthly
statement shows that all of the money paid into escrow has been
used to pay for the time I have spent on your case, I have the option
of requiring that more money be placed into escrow to secure my fee.
If you pay your monthly statement in full, depositing additional money
into escrow probably will not be necessary.

5. We agree that you have paid $2000.00 on the nonrefundable

retainer fee, and $2500.00 into escrow. You have promised to pay
the balance of $8000.00 for the retainer and $3000.00 for the escrow
account by 27 of June, 2019.
6. You and I have thoroughly discussed your case, and you
understand that your case is going to require a lot of time to get it
ready for settlement or trial. Therefore, you have agreed to pay
$2500.00 per month to the law firm, to be placed in escrow and
drawn against as I proceed with your case.
7. You agree to pay all costs of your case, including court costs and
expenses such as service-of-process fees, depositions, appraisals,
witness or consultant fees for accountants, counselors, and other
experts. By this agreement, you are appointing me to make
expenditures and retain experts for amounts that I deem to be in your
best interest. I may advance these costs out of your escrow account,
or I may, at my discretion, require you to deposit sufficient sums with
me before the fee is paid or the expert is retained.
8. You have chosen to pay by VISA or MasterCard. You hereby
authorize my firm to charge your VISA or MasterCard account with
legal fees or escrow payments. I will, in addition, send you an
itemized statement showing the legal work done. Since VISA or
MasterCard charge a fee for their services, I will add 5% to any fees
charged on their cards.
_____________________________________

Client’s Signature
________________________________ ______________________________
Expiration Date VISA/MasterCard #

37
 9. You agree that I have made no guarantee regarding the outcome
of any part of your case. I have or will give you my opinion as to your
chances of success based on my knowledge and experience, but
there are no guarantees as to how your case will turn out.
10. At my discretion, I have the right to withdraw from your case if you
have misrepresented or failed to disclose material facts to me, if you
fail to follow my advice, or for any other reason. Likewise, you may
discharge me at any time for any reason. You will be required to pay
for the time expended to turn over the file(s) and other information to
you or substitute counsel and for the time and costs if I must proceed
to court to obtain permission to withdraw. In any of these events, you
will execute such necessary documents as will permit me to
withdraw.
11. The court may order your adversary to pay part or all of your
attorney’s fees and costs. Such awards are totally unpredictable. You
will remain totally responsible for payment of all fees and costs. Any
amount received from a third party as the result of a court order will
be credited to your account or refunded to you if I have already been
paid in full.
12. Should you receive any cash property settlements as part of your
case, you agree to have this money deposited into the firm’s trust
account and you give me the authority to pay any balance due me out
of this money before transferring the balance to you.
13. I will have a lien on all of your documents, property, or money in
my possession for the payment of all sums due me from you under
the terms of this agreement. In addition, I am entitled to a charging
lien ensuring that, if I elect, payment to me will come from any money
you receive as part of the settlement of the issues in your case.
14. Should I have to bring suit or otherwise spend time trying to
collect the amounts due me under this agreement, you will also be
responsible for court costs and reasonable attorney’s fees, including
payment of my normal hourly rates if I represent myself.
15. No settlement will be made in your case without your approval.

38
16. If you call me at home, I will charge you $90.00 per call, unless, in
my opinion, it is an emergency.
17. You understand that I do not do tax work nor give tax advice, but
that I may, if necessary, ask one of my partners for tax advice, for
which you will be billed.
18. Special provisions:
_______________________________________________________
19. You are, by signing below, agreeing that you have read this
contract and understand it fully.
THIS IS A LEGALLY BINDING CONTRACT. YOU HAVE THE RIGHT
TO SEEK INDEPENDENT COUNSEL FROM ANOTHER
ATTORNEY BEFORE SIGNING IT.
____________________________________
____________________________________

CLIENT’S SIGNATURE DATE

____________________________________
____________________________________

SURETY DATE

B. RIGHTS & OBLIGATIONS OF PARTIES

1.) SURVEYING CONTRACT (MAHMUD)

RIGHTS:
1. All documents developed under this Agreement are and
shall become the property of the Owner whether the Project
for which they are made is or is not executed. It is
understood and agreed that the Owner and his
Architect/Engineer is permitted to reproduce the drawings
and distribute the prints in connection with the use or
disposition of the property without incurring obligation for
additional compensation to the Surveyor.

39
2. The Land Surveyor shall have the right to include
photographic or artistic representations of the design of the
Project among the Land Surveyor’s promotional and
professional materials. The Land Surveyor shall be given
reasonable access to the completed Project to make such
representations. However, the Land Surveyor’s materials
shall not include the Owner’s confidential or proprietary
information regardless of whether or not the Owner has
previously advised the Land Surveyor in writing of the
specific information considered by the Owner to be
confidential or proprietary.
3. The Owner or Land Surveyor may terminate this Agreement
upon giving written notice to the other that such party has
defaulted and failed to fulfill its obligations under this
Agreement. The written notice must contain an itemized
description and accounting of default and failure. In the
event of such default, the Land Surveyor or Owner shall
allow twenty (20) calendar days for corrective action or
submission of a corrective action plan. The twenty (20) days
shall be based upon the date of receipt of the notice by the
other party. Should no satisfactory corrective action be
taken or acceptable corrective action plan be provided by the
defaulting party, the other shall have right to terminate the
Agreement.

OBLIGATIONS:
1. The Owner shall furnish a preliminary project program
setting forth the Owner’s objectives, schedule, constraints
and criteria, including necessities and relationships, special
equipment, systems and site requirements.
2. The Owner shall examine documents submitted by the Land
Surveyor and shall render decisions pertaining thereto.
3. The Owner shall furnish the services of consultants other
than those designated as part of the Land Surveyor’s
responsibility or authorize the Land Surveyor to furnish them
as a change in service or scope.
4. The Land Surveyor’s services shall be performed as
expeditiously as is consistent with professional skill and

40
 care, orderly progress of the Project, and in accordance with
the Project Schedule
5. Except with the Owner’s knowledge and express written
permission, the Land Surveyor shall not engage in any
activity, or accept any employment, other agreement,
interest, or contribution that would reasonably appear to
compromise the Land Surveyor’s professional judgment with
respect to this Project.
6. The Land Surveyor shall maintain the confidentiality of
information specifically designated as confidential by the
Owner, unless withholding such information would violate
the law or create the risk of significant harm to the public.
The Land Surveyor shall require similar agreements of the
Land Surveyor’s consultants to maintain the confidentiality of
information specifically designated as confidential by the
Owner.
7. The Land Surveyor is expressly prohibited from participating
in or bidding on any part of the Contract for Construction or
multiple construction contracts, if any, let by the Owner.

2.) DEED OF SALE OF A HOUSE AND LOT (KIM)

Deed of Sale (House and Lot)

Under the Subdivision and Condominium Buyers Protective

Decree, a home buyer has the right to demand from the developer
the delivery of the title of the lot or unit to him/her upon full payment
of the lot or unit.

In the event that the owner or the developer fails to develop the
subdivision or condominium project according to the approved plans
and within the time limit, a buyer may choose to be reimbursed the
total amount paid including amortization interests. No installment
payment made by the buyer shall be forfeited in favor of the owner or
developer

Under the Realty Installment Buyer Protection Act, a buyer of

real property on installment who has paid at least two (2) years of
installments has the following rights in case he defaults in the
payment of succeeding installments:

41
  To pay, without additional interest, the unpaid installments due
within the total grace period. A one (1) month grace period is
given for every one (1) year of installment payments. This right
can only be exercised by the buyer only once in every five (5)
years of the life of the contract and its extensions, if any.

 If the contract is cancelled, the buyer is entitled to be refunded

by the seller the cash surrender value (CSV) of the payments
on the property equivalent to 50% of the total payments made.
If more than five (5) years of installments was paid, an
additional 5% every year but not to exceed 90% of the total
payments must be returned. The actual cancellation of the
contract shall take place after 30 days from receipt by the buyer
of the notice of cancellation or the demand for rescission of the
contract by a notarial act and upon full payment of the CSV to
the buyer.

Further, you shall have the right to sell your rights or assign it to
another person or to reinstate the contract by updating the account
during the grace period and before actual cancellation of the contract.
The deed of sale or assignment shall be done by notarial act.

3.) PROJECT MANAGEMENT CONTRACT (LEE)

ARTICLE 3: RESPONSIBILITIES OF THE OWNER
3.1 The Owner shall be responsible to oversee and monitor the
performance of the Owner’s Project Manager to ensure that it
performs its obligations in a satisfactory manner. The Owner shall
provide the necessary general direction and broad management
coordination required to execute the Project.
3.2. The Owner shall designate an individual or individuals who shall
have the authority to act on behalf of the Owner under this Contract
and who shall be responsible for day-to-day communication between
the Owner and the Owner’s Project Manager.

42
3.3 Upon satisfactory completion of services performed, the Owner
shall make payments to the Owner’s Project Manager as provided in
Articles 7, 8, 9 and 10.
3.4 The Owner shall be responsible for requiring the Contractor
and/or the Designer to comply with their respective contract
obligations and to cooperate with the Owner’s Project Manager.
3.5 The Owner shall provide timely information with respect to its
requirements relative to the Project Schedule and the Project Budget,
and shall further give timely notice to the Owner's Project Manager of
any changes or modifications to the same.
3.6 To the extent such data is available and deemed relevant to the
Proposed Project by the Owner, the Owner shall furnish to the
Owner’s Project Manager existing surveys of the Project site, building
plans, borings, test pits, structural, mechanical, chemical or other test
data, tests for air and water pollution and for hazardous materials,
photographs and utility information. The Owner’s Project Manager
shall be entitled to reasonably rely upon the sufficiency and accuracy
of the information furnished under this Article 3.6, provided that the
Owner’s Project Manager shall notify the Owner in writing of any
deficiencies in such data that the Owner’s Project Manager becomes
aware of.
ARTICLE 4: RESPONSIBILITIES OF THE OWNER’S PROJECT
MANAGER
4.1 The Owner’s Project Manager shall provide project management
services to monitor procurement procedures, design, construction
and other related activities and to facilitate, coordinate and manage
the Project with respect to timely performance in accordance with the
Project Schedule and the requirements of the Green Repair Program
and monitor the quality of services and workmanship and shall
recommend courses of action to the Owner when respective
contractual requirements are not being fulfilled. Services shall
continue through substantial use and occupancy by the Owner, and
Project closeout. As part of Basic Services, the Owner’s Project
Manager shall provide information as requested during final auditing
as conducted by the Authority.

43
4.2 The Owner’s Project Manager shall perform the services required
under this Contract in conformance with applicable federal, state, and
local laws, ordinances and regulations.
4.3 The Owner’s Project Manager shall report to the Owner any act or
inaction in connection with the Project which the Owner’s Project
Manager believes creates a substantial health or safety risk.
Notwithstanding the immediately preceding sentence, the Owner's
Project Manager shall not assume responsibility for safety
precautions and programs in connection with the Project, which shall
remain the sole responsibility of the Contractor.
4.4 The Owner’s Project Manager shall comply with terms and
conditions of all project agreements executed between the Owner
and the Authority and any and all administrative directives issued by
the Authority now in effect or hereafter promulgated during the term
of this Contract, without any additional compensation. The Owner
shall reasonably compensate the Owner’s Project Manager for
complying with any such term or condition or directive, that was not
provided to or was not readily available to the Owner’s Project
Manager prior to such Services being performed and that materially
impacts the Owner’s Project Manager’s scope, or other aspect of its
Services, Fee, schedule, or any obligations and responsibilities under
this Contract.
4.5 The Owner’s Project Manager acknowledges the importance that
the Owner attributes to the abilities and qualifications of the key
members of the Owner’s Project Manager’s team, including
Subconsultants, and the continuity of key members participation in
the services to be provided under this Contract. This Contract has
been entered into on the representation of the Owner’s Project
Manager that the individuals, consultants, assignments and
responsibilities will be maintained throughout the duration of this
engagement. No substitution or replacement of individuals or change
in the Subconsultants, listed in Attachment B, shall take place without
the prior written approval of the Owner and the Authority, except
when necessitated by causes beyond the Owner’s Project Manager’s
control. If the Owner’s Project Manager proposes to replace one of
the key members of the Owner’s Project Manager’s team, the
44
Owner’s Project Manager shall propose a person or consultant with
qualifications at least equal to the person or firm the Owner’s Project
Manager proposes to replace. The Owner and the Authority shall
have the right to approve any substitution or replacement or change
in status for the persons or Subconsultants listed in Attachment B and
such approval shall not be unreasonably withheld. At the request of
the Owner, the Owner’s Project Manager shall consult with the Owner
to resolve any situation in which the Owner determines that a
member of the Owner’s Project Manager’s team is failing to perform
services in an acceptable manner to the Owner. The Owner shall
have the right to direct the removal of any such person or consultant.
No act or omission of the Owner or the Authority made or permitted
under this Section shall relieve the Owner’s Project Manager of its
responsibility for the performance of the services specified in this
Contract.
4.6 The Owner’s Project Manager shall employ at all times
professional and support personnel with requisite expertise and
adequate numbers to assure the complete, timely and high quality
performance of the obligations of the Owner’s Project Manager.
4.7 The Owner’s Project Manager shall be and shall remain liable to
the Owner for all damages incurred by the Owner as a result of the
failure of the Owner’s Project Manager to perform in conformance
with the terms and conditions of this Contract

4.) COSIGNMENT CONTRACT (LEE)

RIGHTS AND OBLIGATIONS

1. Consignee’s Services
1.1 During the life of this Agreement, Consignee shall render
following services, and bear all costs and expenses incurred arising
from such services
(a)To keep Products bailed by LEE INDUSTRIES hereunder in the

45
 custody of Consignee or other custody approved by LEE
INDUSTRIES at the place agreed between the parties hereto;
(b)To have a showroom where Products shall be displayed to
potential customers;
(c) To make contracts as much as possible with customers by using
the sales contract form stipulated in the paragraph 2.1 of Article
2 here on behalf of LEE INDUSTRIES;
(d)To collect whole money from customers under contracts above
men and to remit such money to LEE INDUSTRIES, provided
that remittance for the money collected in each month shall be
made within ten(10) days from the last day of such each month;
(e)To give LEE INDUSTRIES marketing information and report as
stipulated herein or as instructed by LEE INDUSTRIES
hereunder from time to time;
(f) To render services as stipulated herein or as instructed by LEE
INDUSTRIES hereunder from time to time.

8.2 During the life of this Agreement, LEE INDUSTRIES shall

furnish Consignee with Products. The quantity, items etc. of
Products so furnished and time when LEE INDUSTRIES delivers
Products to Consignee shall decide upon by LEE INDUSTRIES at
its sole discretion but after negotiation with Consignee on them.
2. Maintenance
2.1Consignee shall take care of any after-sales service for the
customers wit the most careful attention. Consignee shall inform
LEE INDUSTRIES of any mechanical or operation trouble with
Products as soon as Consignee receives a notice of such trouble
from any customer, and shall take any necessary action to be
mutually agreed. LEE INDUSTRIES and Consignee shall discuss
how LEE INDUSTRIES and/or Consignee shall bear any cost
necessitated for such action on a case-by-case basis.

2.2Consignee shall keep sufficient parts, tools and equipment for

the maintenance service of Products to customers. During the
warranty period provide in each sales contract between LEE
INDUSTRIES and customer, Consignee shall repair any
defective Products within the scope of Consignee’s technical
capability.

46
3. Technical Training
Consignee shall at its own expense send personnel of its own
choice in a number to be agreed upon by the parties hereto to LEE
INDUSTRIES for the purpose of being thoroughly trained in the
installation, operation repair and maintenance of Products installed
in Territory. LEE INDUSTRIES shall train the personnel dispatched
by Consignee for a period not to exceed six (6) months.

4. Expenses and Import Duty

4.1 Consignee shall bear all expenses incurred for unloading
charge, storage, transportation and handing of Products in
Territory.
4.2 LEE INDUSTRIES shall remit to Consignee the amount for
import duty immediately after the amount is fixed.
4.3 Unless otherwise provide herein, no other payment than the
above shall be made by LEE INDUSTRIES without any written
consent of LEE INDUSTRIES to do so.

5. Sales Promotion
Consignee shall diligently and adequately advertise and promote
the sales of Products at its cost throughout Territory. LEE
INDUSTRIES may furnish without or with charge to Consignee
reasonable quantity of advertising materials.

6. Information and Report

Both LEE INDUSTRIES and Consignee shall periodically and/or on
the request of either party furnish information and market reports
each other to promote the sales of Product as much as possible.
Consignee shall give LEE INDUSTRIES such report as inventory,
market conditions and other activities of Consignee.

7. Industrial Property Right

7.1 Consignee shall not register in Territory any patent, utility
model, trademark, design or copyright in Products.
7.2 Consignee shall not use LEE INDUSTRIES’s signature,

47
 monogram, name or any other mark that is now or may
henceforth be owned by LEE INDUSTRIES, or similar to them.

8. Confidentiality
The technical and/or commercial information given by LEE
INDUSTRIES will be supplied and disclosed to Consignee in
confidence. Except where such confidential information otherwise
becomes public knowledge, Consignee shall not disclose such
confidential information or otherwise use it except for such disclose
to employees and buyers as may be necessary in connection with
sale and use of Products. The obligations of this Article shall
survive termination of this Agreement for the period of five (5) years
after termination.

9. Rights and Obligations after Termination

9.1 Upon termination of this Agreement, Consignee shall notify its
customers in Territory to the effect that this Agreement has
terminated.

9.2 In case Consignee holds a stock of Products at the time of

termination hereof.
Consignee shall ship back whole of Products stocked to LEE
INDUSTRIES.

10. Force Majeure

Neither party shall be liable to the other party for failure to perform
parts or whole of this Agreement and/or each individual contract
when such failure is due to strikes, labor trouble, riots, storms, fires,
explosions, floods, inevitable accidents, war(declared or
undeclared), embargoes, blockades, legal restrictions,
insurrections,
Act of Gods or any other cause similar thereto which is beyond the
control of the party.

11. Notice
Any notice required or authorized to be given by either party hereto
shall be received in writing and shall be deemed effectively served
when deposited in mail, registered and addressed to the party to

48
 whom such notice is directed at such party’s place of business as
follows :
To LEE INDUSTRIES Tel No. : 09063788744

Address : 32nd Floor, Tower One, Ayala Avenue, Ayala

Triangle, Makati

To Consignee Tel No. : 09153258444

Address : 12E Suntrust Parkview tower Eugenia, Ermita,
Manila.

Or such other address as either party shall hereinafter furnish to

the other party by written notice as herein provided.

5.) LEGAL SERVICES CONTRACT (MANUEL)

These general terms and conditions (“General Terms and

Conditions”) constitute the second part (“Second Part”) of the
Agreement on Legal Services that applies to the provision of legal
services to clients (“Client”) by the respective COBALT law firm (“Law
Firm”) indicated in the First Part of this Agreement on Legal Services
(“First Part”). Unless agreed otherwise, both the First Part and the
Second Part together shall constitute Agreement on Legal Services
(“Agreement”) entered into with a Client. In case of discrepancies
between the Second Part (General Terms and Conditions) and the
First Part, the latter shall prevail.
1. CLIENT AGREEMENT
The Agreement is entered into in writing or in a format
reproducible in writing, using the client agreement template
prepared by the Law Firm. An Agreement is regarded as
concluded if it is in a format which is also reproducible in writing
and if the volume, scope and terms of provision of legal
services are agreed to by e-mail without signing a formal client
agreement. Oral client agreements may be entered into only for
a one-time purpose or for provision of legal services in respect
of a clearly defined assignment, and when possible these oral

49
agreements should be confirmed by email. Legal services are
provided on behalf of the Law Firm only by members of the Bar
Association of the jurisdiction where the Law Firm is established
(the “Local Bar Association”), i.e. attorneys, senior assistant
attorneys and assistant attorneys respectively, depending upon
each jurisdiction (“attorney” or “attorneys”). Attorneys and
senior assistant attorneys provides legal services
independently, while assistant attorneys provide legal services
under the supervision of an attorney pursuant to the provisions
of the Local Bar Association. Attorneys may engage other
employees working for the Law Firm in provision of legal
services. Such employees cannot independently provide legal
services to a Client on behalf of the Law Firm, but they assist
the attorneys who engage them in provision of legal services
under the supervision of, and on the responsibility of those
attorneys. Only those attorneys and employees who are
actually engaged in provision of services to the Client are
considered as engaged. A list of the persons providing legal
services on behalf of the Law Firm and the list of other
employees is available on the website of the Law Firm
www.cobalt.legal. The party to the Agreement that provides
legal services is always the Law Firm, indicated in the First Part
of the Agreement, and provides those services as a legal entity
(in the case of Law Firms in Estonia, Latvia and Belarus) or as
a joint venture (in the case of Law Firm in Lithuania). The
services are not to be constructed as being provided by a
specific attorney or other employee of the Law Firm providing
legal services to the Client. The attorneys and other employees
of the Law Firm or the private individuals providing services via
the Law Firm are not personally liable to the Client except when
stipulated by law. The Law Firm and its attorneys may
represent and defend the Client in all disputes, negotiations and
proceedings out of court and in court, in arbitration tribunals
and elsewhere. Limitations on the right of representation are
agreed to in writing or in a format reproducible in writing. In
particular assignments, e.g. court representations, the Client
will provide a separate power of attorney for performing the

50
 assignments agreed to in the First Part of the Agreement.
Engaging external counsel, including law firms from abroad, in
provision of legal services always requires prior approval from
the Client. In granting approval, the Client commits to give
instructions to such external counsel, assess the advice
provided, and assumes liability for payment of invoices
delivered by external counsel. The Law Firm is not liable for
payment of invoices for fees or expenses related to provision of
services by external counsel.
2. PROVISION OF LEGAL SERVICES
At the outset of provision of legal services, the Law Firm
agrees with the Client on the scope of work to be performed as
legal services by the Law Firm. 2 The scope of work may
thereafter be amended by agreement between the parties. The
legal services provided to the Client by the Law Firm are based
on the facts of the specific assignment as provided by the
Client. The Client cannot rely on the advice provided by the
Law Firm in any circumstances which the Law Firm has not
analyzed prior to providing the advice. Legal services only
include the provision of legal assistance within the scope of the
assignment agreed with the Client. Legal services do not cover
advice in other areas (such as any financial, accounting,
environmental, technical or other advice). Attorneys and
employees of the Law Firm are qualified to provide legal
services only on the basis of the law of jurisdiction of the
respective Law Firm. Based on its general experience in the
respective area of law, the Law Firm may provide views on
issues related to the law of other jurisdictions, but this does not
constitute provision of legal services and the Law Firm does not
assume any liability for the correctness of such views. The
Client undertakes to provide the Law Firm all relevant
information and documents concerning the assignment and to
keep the Law Firm informed of facts that change or may be
anticipated to change. In co-operating with the Law Firm and at
its request the Client will promptly deliver documents and
positions and perform other acts necessary for timely
performance of the assignment. The Client undertakes to

51
 accept the assignment carried out by the attorneys and
employees of the Law Firm and forthwith notify the Law Firm
regarding any amendments required. If the Client fails to deliver
such notification to the Law Firm, the legal services shall be
considered to have been accepted by the Client. Unless
otherwise agreed with the Client in writing or in a format
reproducible in writing, the Law Firm does not undertake to
amend or update any information, opinions or documents
provided to or prepared for the Client after performance of an
assignment due to amendments to or revocation of legal acts,
development of case law or due to apparent or actual changes
in any other circumstances.

3. FEES AND INVOICING

Unless agreed otherwise, the Client pays the Law Firm for
legal services based on the hourly fee rates set out in the First
Part of the Agreement. The amount of the fee for legal services
requested by the Client is calculated on the basis of, but not
limited to the following criteria: (i) the time spent in fulfilling the
assignment; (ii) the qualifications and experience of the
attorney or employee performing the assignment, and the
resources required for fulfilling the assignment; (iii) the business
interest involved; (iv) the risks assumed (if any) in fulfilling the
assignment; and (v) the time constraints for fulfilling the
assignment. For the avoidance of doubt, time spent on
telephone calls relating to the Client’s matters, including calls
with the Client, other advisors of the Client or opposing counsel
will also be charged. Unless otherwise agreed, the Law Firm
will charge the Client for time its personnel spends traveling in
performance of the assignment. The time spent on fulfilling an
assignment is recorded in a time tracking system. Unless
agreed otherwise, the minimum time tracking unit is 15 minutes.
The amount of fees is determined irrespective of whether those
fees will be reimbursed to the Client as cover for legal
expenses or under an insurance policy acquired for any other
reason, or whether, in a given dispute, the losing party is
obliged to pay the costs of the opposing party. The Law Firm

52
issues an invoice either directly to the Client or to a third person
designated by the Client. If the third party designated by the
Client fails to pay an invoice by the due date of payment, the
Law Firm may readdress the invoice in the name of the Client,
and the Client shall pay the invoice by the due date of payment
indicated in the invoice. The Law Firm may unilaterally change
its hourly fee rates but must inform the Client at least 30
calendar days in advance in a format reproducible in writing at
the time of or before provision of legal services. If the Client
does not agree to pay the fee for provision of legal services on
the basis of an hourly fee rate(s) that is (are) different from the
fee rate(s) set out in the First Part of the Agreement or agreed
upon between the parties at a later date, each party will be
entitled to cancel the Agreement. Cancellation of the
Agreement by the Client does not release the Client from the 3
obligation to pay an invoice delivered for legal services
provided, and expenses related thereto, up to and including the
moment of cancellation. Fee estimates are always indicative
and are based on information available to the Law Firm at the
time the estimate is given. Unless agreed otherwise, fee
estimates cannot be regarded as fixed quotes. Unless
otherwise instructed by the Client, the Law Firm may take such
action as it considers necessary or advisable in order to carry
out an assignment, and incur reasonable out-of-pocket
expenses on the Client’s behalf. The Law Firm invoices on a
monthly basis, unless otherwise agreed in writing. The term of
payment of an invoice is 10 calendar days. Value added tax is
added to fees in the cases and at the rate set by law. In
addition to fees, the Client also reimburses direct expenses
incurred by the Law Firm in provision of legal services
(including, but not limited to, translations, photocopying, long
distance calls, notary fees, stamp duties, etc.). If the Client is
required to deduct or withhold any taxes or other sums (such as
bank charges) from any amount payable indicated in an invoice
in whatever circumstances, the Client will pay and bear such
taxes or other amounts and ensure that the Law Firm receives
the full amount of the invoice net of any deduction or

53
 withholding. If payment of an invoice is delayed, the Law Firm
may suspend provision of legal services, charge interest at the
rate of 0.06% on the overdue amount for each calendar day of
delay, and withhold documents prepared for the Client’s
assignment until full payment by the Client of amounts overdue.
The Client will reimburse to the Law Firm all additional
expenses incurred by the Law Firm in relation to collection of
any amounts not paid by the due date of payment by the Client.
Invoices are sent to the Client in electronic form to the e-mail
address indicated in the Agreement and without a physical
signature. The Law Firm may outsource distribution of invoices
to Clients to third party professional service provider
safeguarding proper maintenance of professional secrecy of
information entrusted to the Law Firm by the Client. Upon the
Client’s request, the Law Firm will provide an invoice in paper
form. In case of the agreement with the Law Firm in Latvia the
Client has been duly advised and understands that according to
Sections 539 and 540 of the Civil Procedure Law of Latvia
invoices for legal assistance and associated expenses issued
by attorneys as persons belonging to the court system, have
the force of an executive document and in the case of non-
settlement will be enforced according to the procedure provided
for enforcement of judgments.

4. CONFLICT OF INTEREST
Before accepting an assignment, the Law Firm always
conducts an internal conflict-of-interest check to verify that the
Law Firm can accept the assignment. Notwithstanding such
checks, circumstances may arise that prevent the Law Firm
from acting for the Client in an existing ongoing or future matter.
In these situations, the rules of professional conduct regulating
conflicts of interest apply, and the Law Firm may terminate the
Agreement. The relations between the Law Firm and the Client
do not create mutual exclusivity. The Client may use the
services of other Law Firms for the purpose of fulfilment of any
assignment. In addition, the Law Firm retains the rights to
render legal assistance to other persons and execute

54
 assignments not connected to the Client’s assignment,
including providing of services to persons operating in the same
field as the Client or who might potentially have interests
opposite of the ones of the Client.

5. ELECTRONIC COMMUNICATION, IT SYSTEMS AND

ORIGINAL DOCUMENTS
The Client agrees to exchange of information electronically.
The Client is aware of the risks deriving from electronic
communication: messages may get delayed or lost, confidential
and personal information may be intentionally or unintentionally
modified, stolen or disclosed to third parties. The Law Firm is
not liable for the risks related to electronic communication of
digitally formatted information, provided that the Law Firm has
taken all reasonable precautions. Measures taken to protect
electronic communication and to ensure its confidentiality and
preservation by the Law Firm may in certain 4 cases cause
communications from the Client to be blocked or delayed.
TheClient is advised to follow up by telephone regarding any
messages that are particularly time-sensitive or in
circumstances in which it is unclear that the message has been
duly received by Law Firm. The Law Firm uses IT systems
(including electronic communication, time tracking, client
administration and document administration systems) which
contain information on clients of the Law Firm, the legal
services provided to them and documents related thereto.
Unless agreed otherwise, the Law Firm returns to Client all
original documents in its possession in relation to an
assignment after completion of the assignment, rejection of the
assignment or cancellation of the Agreement.

6. KNOW YOUR CUSTOMER AND VAT INFORMATION

Under the respective regulation on prevention of money
laundering and terrorist financing, the Law Firm must identify its
Client as well as persons acting on the Client’s behalf and the
final beneficiaries of the Client. It is also the Law Firm’s duty in

55
 certain situations to determine the origin of the Client’s assets.
The Law Firm may be obligated to decline or suspend an
assignment and report to the authorities if the Client does not
provide the required information, if a transaction is suspicious in
comparison with previously known transactions, or if assets are
suspected of being used for terrorist financing or money
laundering. Although it is the professional and legal obligation
of the Law Firm to avoid disclosing information concerning its
Clients and the legal services provided to them, under the
applicable mandatory regulation may require the Law Firm to
inform the authorities about cash transactions exceeding a
statutory amount, regardless of whether the transaction is
carried out as a single payment or as several linked payments,
or if it becomes known to the Law Firm or the Law Firm has
reason to suspect that any given transaction being carried out
in the Client’s name may be related to money laundering. If it
appears to be necessary to give notice of money laundering at
any time while the Law Firm is acting in the interests of the
Client, it may not be possible for the Law Firm to inform the
Client about notification or the reasons for it. In some cases, the
Law Firm may have to provide information to the Tax, Revenue
and Customs authorities on the VAT registration number of a
Client and the value of services purchased by the Client.
Additionally, in certain cases the authorities and trustees in
bankruptcy may require submission of invoices and annexes
thereto. The Client understands and accepts that such
measures, being mandatory legal obligations of the Law Firm,
do not constitute breach of professional secrecy provisions.

7. PERSONAL DATA
The Law Firm collects, stores, uses and processes personal
data about the Client and the persons directly related to it (e.g.
employees and/or representatives) in accordance with laws
applicable to protection of personal data for, amongst others,
the purposes of performing the Agreement, administering billing
and accounting systems, maintaining its internal information
systems, managing client relationships, complying with its legal

56
 obligations and for marketing purposes. For the purposes of
fulfilment of the Client’s assignment the Law Firm will process
the personal data of the Client and the persons directly related
to it (e.g. employees and/or representatives) in the capacity as
a personal data processor in accordance with laws and
regulations governing personal data protection. The Client must
inform the Law Firm on security measures it requires for the
protection of persona data processing. If the Client has not
separately informed the Law Firm on such security measures,
the Client hereby agrees that the security measures taken by
the Law Firm correspond to the requirements of the Client and
applicable law. Persons whose personal data are processed by
the Law Firm are entitled, under law, to obtain information on
the personal data processed by the Law Firm and to request
that the Law Firm rectify or erase their personal data. If
necessary for the provision of legal services, the Law Firm may
process the personal data of another person or the Client
obtained on the basis of the Agreement or by law, including
sensitive personal data, without the consent of those persons.
The Law Firm may transfer the above referred to information
about the Client and the persons directly related to it (e.g.
employees and/or representatives) to third parties where such
information is needed for the performance of the Client’s
assignment (e. g. to foreign counsel which 5 the Client may ask
the Law Firm to engage or to which the Client’s assignment
may be transferred, etc.), as much as it is needed to achieve
this purpose.

8. INTELLECTUAL PROPERTY, CONFIDENTIALITY,

NONSOLICITATION
Copyright and other intellectual property rights in all attorney
work product generated in the course of the assignments by the
Law Firm belong to the Law Firm. However, the Client has the
right to use such attorney work product for the purposes for
which they are provided. Subject to Clause 9 of these General
Terms and Conditions, the Law Firm will keep confidential
Client information that becomes known to the Law Firm while

57
 providing legal services in accordance with the rules of
professional conduct. In matters involving publicly listed
companies, the Law Firm must comply with applicable
securities rules and apply the Law Firm’s internal policy relating
to insider information and maintain a register of insiders. If
necessary for the provision of legal services, or if the obligation
derives from the law, the Law Firm may disclose to third
persons (including notaries, translators, banks and state
authorities) confidential information and documents regarding
the Client without separate consent from the Client. If the Client
instructs the Law Firm to use the services of other service
providers for provision of legal services or if the Client agrees
with the use of other service providers suggested by the Law
Firm, the Law Firm may, unless clearly agreed otherwise,
disclose to them such confidential information and materials as
the Law Firm considers necessary for the overall performance
of the assignment. The Law Firm is also entitled to disclose the
information entrusted by the Client and/or relating to legal
services provided to the Client by the Law Firm in the course of
internal review and/or professional investigation either in
disciplinary or ethics procedure, when the review or
investigation is conducted pursuant to rules of the Local Bar
Association. During the period of the Agreement and for 12
months after its expiry, the Client agrees to avoid soliciting any
lawyer or attorney who worked for the Law Firm during the
validity period of the Agreement for employment or provision of
services under another contract.

9. REFERENCES
The Law Firm may reveal to third persons the fact that the
Client is a client of the Law Firm, the cases and assignments in
which the Law Firm has assisted the Client, and the general
nature of the services provided to the Client. Contents of the
legal services provided to the Client may be disclosed without
the Client’s consent provided that such information has been
already legally published or made accessible to the public in
any other way to at least the same extent. Information

58
 publishable on the basis of the law, including information on
public court cases, or published by means of mass media by
the Client itself or third persons may be disclosed by the Law
Firm to the extent which it has already been published or is
subject to publishing pursuant to the law. The Law Firm may
also use the trademark or logo of the Client for that purpose,
unless agreed otherwise in writing or in a format reproducible in
writing. When the Client publicizes information regarding the
assignment carried by the Law Firm, the Client shall, to the
extent possible, indicate that the legal assistance in relation
thereof was provided by the Law Firm.

10. LIMITATION OF LIABILITY

The Law Firm is liable for direct proprietary damage wrongfully
caused to the Client through provision of legal services up to
triple the amount of fees paid or payable for legal services. In
any case the liability of the Law Firm for damages caused to the
Client through provision of legal services is limited to EUR
1,000,000. The Law Firm is not liable for loss of profit or
nonproprietary damage. Without limiting the generality of the
foregoing, if the Client has been advised by an advisor other
than the Law Firm in the same matter, the liability of the Law
Firm is always also limited to its pro rata share of the total
damages. The liability of the Law Firm to the Client will be
reduced by insurance indemnities or compensation for damage
received by the Client under any insurance agreement or under
any other agreement, unless it is contrary to the Client’s
agreement with the insurer or third party or the Client’s rights
against the insurer or third party are thereby restricted. The Law
Firm reserves the right to limit its liability to a lower amount than
stated above subject to 6 agreement with the Client, depending
on the nature of a particular assignment or part thereof. The
Law Firm is not liable for damage caused by advice or
documents provided to the Client if they are used for any other
purpose than that for which they were originally prepared. The
Law Firm is liable only to the party who entered into the
Agreement with the Law Firm and will not accept liability for

59
 damage that may be caused to any third person. The Law Firm
does not assume liability for services provided by external
counsel (including other law firms) irrespective of whether the
other counsel was engaged on the initiative of the Law Firm
itself or of the Client, provided that the Client has been informed
about engaging such external counsel. If the law prescribes the
liability of the attorneys or of any employees working for the
Law Firm or individuals providing services via the Law Firm, the
limitations of liability set out above also apply to those persons
to the extent permitted by law.

11. TERMINATION OF AGREEMENT

This Agreement shall come into effect on the date of its
execution and shall remain valid until its termination if not
provided otherwise below. The Client may terminate the
Agreement at any time by notifying the Law Firm in writing or in
a format reproducible in writing. The Law Firm may terminate
this Agreement at any time by serving a 14-day prior written
notice to the Client before the termination date, unilaterally in
cases, where the Law Firm has a substantial reason, provided
that such termination does not contradict rules of professional
conduct and that the Client interests are duly respected. The
Law Firm may terminate fulfilment of an assignment with an
immediate effect (upon inform the Client thereof) provided that
such termination does not contradict rules of professional
conduct if the Client fails to pay an invoice for legal services
when due. An invoice overdue for over 30 days constitutes a
fundamental (material) breach of the Agreement, and the Law
Firm may then terminate the Agreement extraordinarily with an
immediate effect (upon informing the Client thereof) irrespective
of the assignment for the performance whereof the Agreement
has been entered into. In some cases, the Law Firm may be
obligated or entitled under the rules of professional conduct to
terminate the Agreement, for example if the Client submits
falsified evidence or demands that the attorney use means or
ways that are contrary to law in order to protect the Client’s
interests or demands that the attorney act in a way not in

60
 compliance with the honour and reputation of the attorney or
rules of professional ethics, or if a conflict of interest exists /
arises in fulfilling the Client’s assignment, or if the Client acts
contrary to the attorney’s instructions or in any other manner
expresses that the Client has lost trust in the attorney, or if the
Client gives instructions to the attorney that are detrimental to
the Client’s interest or clearly useless for performance of an
assignment, and does not forego demanding compliance with
these instructions irrespective of the attorney’s explanations.
Upon termination of the Agreement, the Client shall pay to the
Law Firm fees for legal services provided and expenses
incurred prior and up to termination of the Agreement. If
services to the Client under this Agreement are not rendered for
6 (six) months or longer, the Law Firm shall be entitled (at its
own discretion) (i) to unilaterally change the fees indicated in
the First Part of this Agreement; or (ii) to unilaterally terminate
this Agreement with immediate effect by serving a respective
notice to the Client.

12. GOVERNING LAW

The Agreement is governed by the laws of the respective
jurisdiction of a particular Law Firm, as indicated in the First
Part of the Agreement.

13. CLAIMS
If a legal service is not in conformity with the terms of the
Agreement, the Client may: (i) require performance of the
obligation; (ii) withhold performance of an obligation which is
due from the Client; (iii) demand compensation for damage; (iv)
withdraw from or cancel the Agreement; (v) require a reduction
of the fees; (vi) in the case of a delay in performance of a
monetary obligation, demand payment of default interest. The
Client who has a complaint or claim regarding the activities of
an attorney or employee of the Law Firm shall submit a
complaint to the Law Firm in a format reproducible in writing.
The complaint must clearly set out a description of the Client’s

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 rights that have been violated, and the circumstances of the
violation. Any existing evidence regarding 7 violation of the
Client’s rights must be appended to the complaint. A claim for
damages must be presented to the Law Firm in writing. The
Client shall be required to file a claim for damages during 12
months from the moment of receiving the legal service from the
Law Firm or from the moment when the assignment or a
substantial part of it can reasonably be considered to have
been completed, whichever occurs first. If the Client fails to file
the claim during the said period, the right of the Client to file the
claim shall expire. If the Client’s claim against the Law Firm is
based on a claim by a third party (including the public
authorities) against the Client, the Law Firm may respond to
and settle the claim or make an agreement on the Client’s
behalf with the party filing the claim, provided that the Law Firm
indemnifies the Client for any direct damage related to it. If the
Client settles a claim, compromises or otherwise takes action
relating to the claim without the Law Firm’s consent, the Law
Firm has no liability for the claim. If the Client is compensated
by the Law Firm or by the insurers of the Law Firm in respect of
a claim, the Client assigns the right of recourse against third
parties to the Law Firm or its insurers.

14. DISPUTES
Any dispute, controversy or claim arising out of or relating to
the Agreement is settled by negotiation. Should negotiations
fail, the parties are entitled to apply to their respective courts of
law. In case of the agreement with the Law Firm in Estonia: a)
disputes where the monetary value of the principal claim is less
than €50,000 are settled by Harju County Court as the court of
first instance, and b) disputes where the monetary value of the
principal claim is over €50,000 are settled by the Arbitration
Court of the Estonian Chamber of Commerce and Industry
under the Rules of the Arbitration Court. The court of honour of
the Estonian Bar Association adjudicates matters related to
attorneys’ fees contested by a Client or to the reasonableness
of a claim for expenses for legal services under the conciliation

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 procedure. The rules of procedure of the court of honour are set
out in the Estonian Bar Association Act and in the internal rules
available on the website of the Estonian Bar Association:
www.advokatuur.ee. In case of the agreement with the Law
Firm in Latvia: The Client has a right to refer the dispute also to
the Council of Sworn Attorneys of Latvia in accordance with the
procedure for out-of-court resolution of disputes between
attorneys and their clients approved by the Council of Sworn
Attorneys of Latvia. The aforementioned procedure is available
on the webpage www.advokatura.lv. In case of the agreement
with the Law Firm in Lithuania: a) disputes where the monetary
value of the principal claim is less than €50,000 are settled by
courts and the parties agree that the venue of such competent
courts shall be Vilnius, Republic of Lithuania (the agreed
territorial jurisdiction), and b) disputes where the monetary
value of the principal claim is over €50,000 are settled by the
arbitration in Vilnius Court of Commercial Arbitration in
accordance with its Rules. The number of arbitrators shall be
three. The venue of arbitration shall be Vilnius, Lithuania. The
language of arbitration shall be English.

15. NOTICES
All notices, requests, demands and other communications
between the parties under this Agreement shall be made in writing
and shall be deemed to have been duly given when delivered in
person, sent by courier mail, registered mail or ordinary mail, fax
or e-mail at the addresses of the parties indicated in the First Part
of the Agreement. Each party shall forthwith notify the other party
about any change of its contact details indicated in the First Part of
the Agreement. 16 AMENDMENTS The Law Firm may unilaterally
amend these General Terms and Conditions from time to time,
notifying the Client by e-mail at least 30 calendar days in advance.
The Law Firm publishes amendments to the General Terms and
Conditions on its website www.cobalt.legal. The Client that does
not agree with an amendment to the General Terms and
Conditions may terminate the Agreement in line with Clause 11 of
the General Terms and Conditions.

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