MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement, made and executed this __ th day ______ 20__ in the City of
_________, by and between:

Company, a corporation organized and existing under the laws of the

Republic of the Philippines, with principal office address at the
____________________________________, represented herein by its ,
_____________, and hereinafter referred to as “_____________ ”;

- and -

Contractor., a corporation duly organized and existing under the

laws of the Republic of the Philippines, with principal office address
at___________________________, represented herein by its ________,
_____________, and hereinafter referred to as “Contractor”;

WITNESSETH: That -

WHEREAS, Company is in need of a contractor for an office fit-out to be

installed at the ________________________________, (the “Subject Office Space”);

WHEREAS, the Contractor is desirous of fitting out a highly appealing and

excellent office at the Subject Office Space;

WHEREAS, in a conference between Company and Contractor, Company has

contracted Contractor to fit-out its new office space in the specifications agreed upon and
in accordance with global standards;

NOW, THEREFORE, for and in consideration of the foregoing premises and the
terms and conditions stipulated herein, the parties agree as follows:

SECTION 1. SCOPE. – Contractor hereby agrees to render: (i) architectural

design, construction and engineering works; and (ii) fit out of the general office space to
(the “Project”), which will be executed in the following phases:

1.1. First Phase which shall involve the design and conceptualization of the fit-
out for the Subject Office Space, coordination with and the appropriate
private and government agencies to ensure compliance with building
requirements and safety regulations, as well as the drawing up and
finalization of all the necessary documents for the commencement of the
project’s implementation;

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 1.2. Second Phase which shall involve the construction of the permanent
partitions, rooms, other amenities and utilities; and
1.3. Third Phase which shall involve the installation of office furniture,
equipment and other finishing touches to the Subject Office Space.

SECTION 2. CONTRACT PRICE. - For and in consideration of the Project,

shall pay Contractor, the aggregate sum of
________________________________________Pesos (P_____________) [the “Contract
Price”], payable as follows:

(i.) Fifty Percent (30%) of the Contract Price, or an amount equivalent to

_____________________________________ Pesos
(P____________) upon the execution of this Agreement;

(ii.)Twenty Percent (20%) of the Contract Price, or an amount equivalent to

_______________________ Pesos (P___________) upon
commencement of the Project Work (Site Works);

(iii.) Twenty Percent (20%) of the Contract Price, or an amount

equivalent to ______________________ Pesos (______________)
upon Fifty percent (50%) completion of Project Work;

(iv.) Twenty Percent (20%) of the Contract Price, or an amount

equivalent to _____________________ Pesos (P____________)
upon Completion of Project Work; and

(v.)Ten Percent (10%) of the Contract Price, or an amount equivalent to

_____________________ Pesos (P_____________) upon
acceptance of the completed project, but no longer than Thirty (30)
days from the date of completion.

SECTION 3. UNDERTAKING OF THE PARTIES – Contractor undertakes to

finish the fit-out of the Subject Office Space within _____ (__) days from the start of
Second Phase, which phase shall commence upon the issuance of the necessary permits
and/or Notice to Proceed by the _____________ Building Administration. Company
undertakes to assist Contractor in securing the necessary permits for the Project by
providing necessary documentation and/or information.

Contractor further undertakes to deliver the following documents to: (i)

plans/sketches for the office fit-out inclusive of the necessary measurements and
specifications; (ii) work schedule with regard to the construction and fit-out the project;
and (iii) itemized description of scope of work.

In the event that the fit-out of the Subject Office Space is not completed within
__Duration_ (__) days from the start of Second Phase, except when the delay or
cancellation of work is caused by force majeure resulting in Contractor’s incapacity to

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perform the work within the time schedule, Contractor shall pay Company an amount
equivalent to 1/10% of the value of the Construction Work that is delayed / has not yet
been completed (remains to be completed) on the agreed date of Turnover. Such amount
shall be computed based on the items pending completion for every day of delay or part
thereof until the completion of the fit-out of the Subject Office. Company shall not be
liable to pay any additional costs that may be incurred by Contractor in the completion of
the Project.

SECTION 4. ACCEPTANCE AND LIABILITY – Upon the completion of

each phase of the Project, Company is given a period of five (5) days within which to
evaluate if the completed works are in accordance with its specifications. Should
Company find that the fit-out has complied with its specifications, Company shall furnish
Contractor with a written acceptance of the same and pay the corresponding portion of the
Contract Price.

However, in the event that the fit-out did not address the specifications stated in the
plans and approved swatches/samples, Company shall have the right to obligate
Contractor to reconstruct or repair the same with no additional cost to the former.

Furthermore, Contractor shall pay Company an amount equivalent to 1/10% of the

value of the Construction Work that is delayed / has not yet been completed (remains to be
completed) on the agreed date of Completion / Turnover. Such amount shall be computed
based on the items pending completion. The agreed amount shall be deducted from the
10% Retention but shall not be applicable if the Change Control procedure has been
applied.

SECTION 5. CHANGE CONTROL – Change Control shall be employed when

Company, Contractor, other Contractors, Government Agencies and/or ____________
Building Administration request changes or revisions not reflected in the original scope of
works and/or submitted plans. Change Control procedure shall be employed to resolve and
implement changes and revisions agreed upon. All change requests shall be the form of a
written request or signing of a confirmation of a verbal instruction form present at the
work area. A written response shall be given by Contractor not more than three (3)
working days of receipt of such request. Changes shall be communicated and presented to
the Company Project Head for Approval. Review and approval period is subject to gravity
of change. Approved changes will be included in the updated project plan and scheduled
for implementation by the project head. Items involved in the Change Control procedure
and their dependencies, shall be exclusive of the Project deadline.

SECTION 6. WARRANTY – Contractor guarantees against manufacturing

defects for a warranty period one (1) year from acceptance. The term “manufacturing
defects” refers to all the work done by Contractor as referred to in Section 2 hereof.

SECTION 7. ENTIRE AGREEMENT – This Agreement constitutes the entire

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agreement between Company and Contractor and supersedes all previous oral or written
communications, representations or agreements between the parties.
.
IN WITNESS WHEREOF, the parties have hereunto set their hands on the date
and at the place first written above.

COMPANY CONTRACTOR

By: By:

___________ ___________
Designation Designation

SIGNED IN THE PRESENCE OF:

____________________________ _____________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

TAGUIG CITY, METRO MANILA ) S. S.

SUBSCRIBED AND SWORN to before me this ____ day of ______________

2015, affiants exhibiting to me their Community Tax Certificates/Passport Nos. and
competent evidence of their identity bearing their photograph and signature, to wit:

Community Official
Date/Place Identification
Name Tax Cert./ Issuing
Issued Card No.
Passport No. Agency

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all known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is their free and voluntary act and
deed, as well as of the corporations herein represented.

This instrument refers to a MEMORANDUM OF AGREEMENT which consists

of five (5) pages, including the pages whereon this acknowledgment is written, and which
is signed by the parties and their instrumental witnesses, as well as that of the corporations
herein represented.