MEMORANDUM OF AGREEMENT
This agreement is made and entered into by and between
_____________________________________________, of legal age,
single/married/widow, a Filipino citizen and a resident of
____________________________________________________________ herein referred
to as the INVESTOR and JAY CALALANG MANATAD, of legal age, single, a
Filipino citizen and a resident of Talisay, Dapitan City, herein referred to as
the INVESTEE.
WITNESSETH, that the parties enter into a covenant and agree to the
following terms:
Section 1. Purpose. The purpose of this agreement is to establish a profit-
sharing mechanism whereby the INVESTOR may receive a share of the
profits generated by the INVESTEE's hog production business. This
agreement aims to provide clarity and define the rights and responsibilities
of both parties involved.
Section 2. Capital and Profit Distribution. At the start of the business,
the INVESTOR may invest any desired amount. The capital received by the
INVESTEE from the INVESTOR shall be allocated a pro-rata share in all profits
and losses of the business. The pro-rata share shall be recalculated after
each profit reporting period to reflect the proportionate capital investments
of all investors. The profits generated by the business shall be distributed to
the investors every three (3) months or on a date closer to that.
Section 3. Lock-in Period. During the initial eighteen (18) months from the
start of the business, the INVESTOR shall not receive any profits and be
prohibited from withdrawing their investments. This provision aims to
provide stability and continuity to the business operations, allowing sufficient
time for the invested capital to generate returns and establish a solid
foundation.
Section 4. Retained Earnings. Any profits derived from the business shall
be subject to a diminishing retained earnings rate. The diminishing rate shall
be scheduled as follows: fifty percent (50%) of the profits during the first 6
months after the lock-in period; forty percent (40%) during the following 6
months; thirty percent (30%) during the subsequent 6 months; twenty
percent (20%) during the next 6 months; and ten percent (10%) in every
profit-sharing period thereafter. The retained earnings allocated for
development purposes shall be withheld to enhance and grow the business,
including but not limited to research and development, infrastructure
investment, marketing, and expansion efforts.
Section 5. Obligations of the INVESTEE. The INVESTEE shall:
a. Conduct the business with utmost diligence, expertise, and
competence, striving for excellence in all aspects of its operations;
b. Endeavor to maximize profitability for the benefit of the INVESTOR,
employing sound business strategies and practices;
c. Promptly report any occurrences of livestock deaths to the
INVESTOR, providing necessary details and updates as required;
d. Keep the INVESTOR informed and seek their input when
appropriate;
e. Present a comprehensive statement of the business's financial
performance and position every six (6) months or as requested by
the INVESTOR; and
f. Consistently adhere to the agreement's provisions regarding the
distribution of profits, ensuring timely and accurate distribution to the
INVESTOR as outlined in the agreement.
Section 6. Rights of the INVESTOR. The INVESTOR shall:
a. In full or in part, have the right to withdraw their investment after
the lock-in period, subject to any applicable terms and conditions
agreed upon in the agreement;
b. Have the right to request financial statements with a one-week
notice to the INVESTEE;
c. Have the right to increase their capital within one month after the
profit-sharing period, subject to any agreed-upon terms and
conditions;
d. Have the right to be informed and consulted on significant matters
that may impact their investment, such as major business decisions
or changes in the business structure;
e. Have the right to receive regular updates on the progress and
performance of the business, including reports on sales, expenses,
and any developments that may affect the investment; and
f. Have the right to be treated fairly and in accordance with the terms
of the agreement, including the prompt and accurate distribution of
profits as outlined in the agreement.
Section 7. Intellectual Property Rights. Any intellectual property
developed during the business operation shall be exclusively owned by the
INVESTEE.
Section 8. Restrictive Covenants. During the term of this agreement and
for a period of 5 years after its termination, the INVESTOR agrees not to
engage in any business activities that directly compete with the business
operated under this agreement within Zamboanga del Norte. The INVESTOR
also agrees not to participate in the management and operation of the
business unless otherwise consented to by the INVESTEE.
Section 9. Indemnification. The INVESTOR agrees to indemnify and hold
harmless the INVESTEE from any losses, damages, or liabilities arising from
any breach of the agreement or negligent actions of the INVESTOR.
Section 10. Insurance. The INVESTEE shall maintain comprehensive
general liability insurance with coverage of at least thirty percent (30%) of
the initial investment or a specific amount agreed upon by the parties.
Section 11. Notices. All formal notices under this agreement shall be in
writing and delivered personally, sent by registered mail, or delivered via
email to the addresses or email addresses of the parties as specified in the
agreement. Each party shall promptly notify the other party of any changes
in their contact information.
Section 12. Force Majeure. In the event of force majeure, including but
not limited to acts of nature, prolonged disease outbreak, war, civil unrest, or
government regulations, that significantly hinders or prevents the
performance of obligations under this agreement, the affected party shall be
excused from such obligations for the duration of the force majeure event.
The affected party shall promptly notify the other party of the occurrence
and cessation of the force majeure event.
Section 13. Language. This agreement shall be executed in the English
language. If either party requests a translated version of this agreement, it
shall be provided in a language understandable to the requesting party. In
case of any doubts, discrepancies, or inconsistencies between the
translations and the English text, the English text shall prevail. The parties
shall make reasonable efforts to ensure the accuracy and clarity of any
translations. It is understood that any defects or errors in the translations
shall not invalidate or affect the enforceability of the agreement.
Section 14. Dispute Resolution. This agreement shall be governed by and
construed in accordance with the laws of the Republic of the Philippines. Any
disputes arising from the business or the execution of this agreement shall
be resolved through amicable negotiation between the parties. If the parties
are unable to reach a resolution through negotiation, the dispute shall be
submitted to mediation in the barangay where the investee presently
resides. If mediation fails, it shall be resolved in the courts of Dapitan City to
the exclusion of any other jurisdiction.
Section 15. Termination, Duration, and Renewal. This agreement may
be terminated by either party upon providing a written notice of three (3)
months or a shorter period as agreed upon by both parties. However, no
termination shall take effect within the lock-in period. Upon termination, the
INVESTEE shall provide a detailed account of the remaining invested capital
within thirty (30) days from the effective date of termination. The agreement
is valid for a term of 5 years and may be renewed for another 5 years upon
mutual written consent of both parties, subject to review and negotiation of
any revised terms and conditions.
Section 16. Amendments. No alteration, modification, or amendment shall
take effect unless reduced in writing and sent to the other party at least one
(1) week prior to its intended effectivity. Within such period, if the other
party disagrees, they shall respond with their objections and may propose
counterproposals. If no response is received within the specified period, the
proposed alteration, modification, or amendment shall be deemed valid and
effective, becoming an integral part of this agreement. It is required that
such notice must be received by the other party personally, otherwise, if
such notice is sent to the residential address of the other party and is not
received personally, the grace period for the maturity of the proposed
amendment, alteration, or modification shall be extended for one (1) week.
Thereafter, the proposed amendment, alteration, or modification shall be
deemed consented to by the other party, if no objections and
counterproposal is made.
Section 17. Integration Clause. This agreement constitutes the entire
understanding between the parties and supersedes any prior agreements or
understandings, whether oral or written.
Section 18. Separability Clause. If any provision of this agreement or any
part thereof is declared unconstitutional, unlawful, or otherwise invalid, the
remaining provisions not affected by such declaration shall remain in full
force and effect. The parties shall make reasonable efforts to replace the
invalid provision with a valid one that reflects the original intent of the
agreement.
Section 19. Effectivity Clause. By signing this agreement, both parties
acknowledge that they have fully read and understood its terms and
conditions. This agreement shall take effect immediately upon being signed
by both parties on every page thereof.
IN WITNESS WHEREOF, we have hereunder affixed our signature
on ________________________, at Dapitan City, Philippines.
JAY CALALANG MANATAD
Philhealth ID No. 14-251899642-7
__________________________________
I.D. No. ______________________________
Signed in the presence of: _____________________________
_________________________
Republic of the Philippines }
City of Dapitan } S. S.
ACKNOWLEDGMENT
BEFORE ME, Notary Public in the City of Dapitan, appeared the above
named persons with their competent evidence of identity above indicated,
known to me to be the same persons who freely and voluntarily execute this
public document consisting of 4 pages including this page where the
acknowledgement is written, this _______________ at Dapitan City, Philippines.
WITNESS MY HAND AND SEAL.
Doc. No :____
Book No :____
Page No :____
Series of 2024
