AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement entered into by and between:

_____________, a domestic corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines, with principal office at _____________, and represented
in this act by its __Position__, __Name of Officer__, (hereinafter referred to as the
"COMPANY");

- and -

_____________ of legal age, Filipino, (single / married / widow), and a resident of

_____________, Philippines, (hereinafter referred to as the "Business Development Officer
(BDO)"

W I T N E S S E T H: That -

1. The Business Development Officer shall make available his services, knowledge, training and
skill to COMPANY and agree to undertake the Scope of Services to wit:

a) To identify new ventures, projects, productions or investments for COMPANY, to advise on

profitability of the same and to assist in their planning, development, and implementation;

b) To assist in the improvement, development and implementation of existing ventures and

projects of COMPANY;

c) To devise ways and means to ensure the profitability of the said ventures, projects, productions
or investments;

d) To negotiate with prospective clients in behalf of COMPANY, subject however to prior

authority from the President;

e) To make himself available to go on business trips to other cities, provinces or areas where
COMPANY has existing or prospective projects and to accept any assignment to another
location, if and when so requested by the President as may be dictated by business exigencies.

f) To perform such other functions or tasks as may be assigned to him by the President.

2. The Business Development Officer understands and agrees that all records and documents of
COMPANY and all information, data, procedures or processes pertaining to the business or
affairs of COMPANY or that of its clients are absolutely confidential and he shall not disclose or
divulge any such information or data to any person or entity without the prior clearance of the
President, even after the termination of this Agreement. Breach of this confidentiality shall
render the Business Development Officer liable for criminal and civil liabilities under the
applicable laws and shall be a cause for the immediate termination of this Agreement;

3. For and in consideration of the Services to be rendered, COMPANY shall pay the Business
Development Officer a gross monthly remuneration of __________________________
(P__________) payable every 15th and 30th day of each month;

4. The Business Development Officer shall not engage in or have any share or ownership in a
business or occupation which may render himself a competitor of the COMPANY nor act or
enter into any transaction which may, in any manner compete or help any person to compete with
COMPANY or with any of its businesses;

5. The Business Development Officer shall not use his position for your own personal benefit;

6. In case the Business Development Officer intends to resign from COMPANY, he is required to
submit a thirty (30) day written notice prior to the effectivity of such resignation, otherwise,
failure on his part to do so will render him liable for damages. However, it is within the sole
discretion of the Company whether or not to accept such resignation earlier than the expiration of
said period.

7. This Agreement shall be effective for a fixed period from _____________ to _____________.

IN WITNESS WHEREOF, the parties have hereunto set their hands this _____________ at
_____________, Philippines.

COMPANY Business Development Officer

By: General Manager__________________

SIGNED IN THE PRESENCE OF:

__________________ __________________

THIS AGREEMENT (this “Agreement”) is made as of [EFFECTIVE DATE] (the

“Effective Date”) by and between [COMPANY FULL NAME], with its principal
place of business at [COMPANY ADDRESS] (“[COMPANY NAME]“) and [PARTY
FULL NAME], with its principal place of [PARTY BUSINESS OR
RESIDENCE] at [PARTY ADDRESS] (“[PARTY NAME]“), (sometimes collectively
referred to as the “Parties”).
1. Definitions
o 1.1 Restricted Business. The “Restricted Business” shall mean any
activity that relates to [RESTRICTED BUSINESS].
o 1.2 Restricted Territory. The “Restricted Territory” shall
mean [RESTRICTED TERRITORY].
o 1.3 Restricted Period. The “Restricted Period” shall mean the period
starting on the [START DATE] and ending [RESTRICTED
TERM] after such date.

2. Consideration. [PARTY NAME] expressly acknowledges that the

covenants of this Agreement are supported by good and adequate
consideration.
3. Non-Competition
o 3.1 Restrictions. During the Restricted Period and within the
Restricted Territory, [PARTY NAME] shall not, directly or indirectly,
without the prior written consent of [COMPANY NAME], own,
manage, operate, join, control, finance or participate in the
ownership, management, operation, control or financing of, or be
connected as an officer, director, employee, partner, principal, agent,
representative, or consultant of any entity engaged in the Restricted
Business.
o 3.2 Exceptions. It is not a breach of this Agreement for [PARTY
NAME] to participate as a passive investor holding up to [PASSIVE
INVESTMENT PERCENT] of the equity securities of an entity
engaged in the RestrictedBusiness[, which securities are publicly
traded].
4. Non-Solicitation. [PARTY NAME] shall not directly or indirectly induce or
attempt to induce any of the employees of [COMPANY NAME] to leave the
employ of [COMPANY NAME], or solicit the business of any client,
customer, [or any consultant] of [COMPANY NAME].
5. Non-Disclosure
o 5.1 Confidential Information. “Confidential Information” shall include
all [non-public] [business-related] information, written or oral,
disclosed or made available to [PARTY NAME], [directly or
indirectly,] through any means of communication [or observation] by
[[COMPANY NAME] [or any of its affiliates or representatives] to [or
for the benefit of] [PARTY NAME].
o 5.2 Confidentiality. [PARTY NAME] agrees to hold the Confidential
Information in strict confidence.
o 5.3 Non-Disclosure. [PARTY NAME] shall not (i) disclose any
Confidential Information to any person[, except in the performance
of [PARTY NAME]‘s obligations under the [Employment/Purchase]
Agreement] or (ii) use any Confidential Information for the benefit of
any person other than [COMPANY NAME].
o 5.4 Return of Property. At [COMPANY NAME]‘s request, all
Confidential Information in the possession of the [PARTY
NAME] shall be [promptly | immediately] returned to [COMPANY
NAME] or destroyed.
6. Acknowledgements. [PARTY NAME] acknowledges that the restrictions,
prohibitions and other provisions of this Agreement, including the
Restricted Area and Restricted Period, are reasonable, fair and equitable
in scope, terms and duration, are necessary to protect the legitimate
business interests of [COMPANY NAME], and are a material inducement
to [COMPANY NAME] to enter into this Agreement.
7. Representations and Warranties
o 7.1 Authority. [PARTY NAME][Each party] warrants that it has the
authority to enter into this Agreement for itself and its corporate
affiliates and subsidiaries.
o 7.2 No Conflict. [PARTY NAME][Each party] that the execution and
delivery of this Non-Competition Agreement nor the performance of
this Non-Competition Agreement will result directly or indirectly in a
violation or breach of: (i) any agreement or obligation [PARTY
NAME] [each party] is or may be bound; or (ii) any law, rule or
regulation.
8. Remedies. Any [INJUNCTIVE STANDARD] of this Agreement may result in
irreparable damage to [COMPANY NAME] for which [COMPANY
NAME] will not have an adequate remedy at law. Accordingly, in addition to
any other remedies and damages available, [PARTY
NAME] acknowledges and agrees that [COMPANY NAME] may
immediately seek enforcement of this Agreement by means of specific
performance or injunction, without any requirement to post a bond or other
security.
9. General Provisions
o 9.1 Entire Agreement. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and
understandings, oral and written, between the parties with respect to
such subject matter.
o 9.2 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of
which together will constitute one and the same instrument.
o 9.3 Further Assurances. The parties shall execute and/or cause to
be delivered to each other such instruments and other documents,
and shall take such other actions, as each party may reasonably
request at any time for the purpose of carrying our or evidencing any
of the provisions of this Agreement.
o 9.4 Amendments. This Agreement may not be modified, amended,
altered or supplemented except by the execution and delivery of a
written agreement executed by the parties hereto.
o 9.5 Waiver. The waiver of a breach of any provision of this Non-
Competition Agreement shall not operate as or be construed as a
waiver of any subsequent breach of this Non-Competition
Agreement.
o 9.6 Notices. All notices, demands, requests or other communications
given under this Agreement shall be in writing and be given by
personal delivery, certified mail, return receipt requested, or
nationally recognized overnight courier service to the address set
forth below or as may subsequently in writing be requested.

If to [COMPANY FULL NAME]:

[COMPANY ADDRESS]

Attention: [COMPANY CONTACT NAME]

If to [PARTY NAME]:

[PARTY ADDRESS]
Attention: [PARTY CONTACT NAME]

1.

o 9.7 Assignment. Neither Party may delegate its obligations or assign

its rights to another person or entity without the prior written consent
of the other Party.
o 9.8 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of [GOVERNING
LAW STATE].
o 9.9 Consent to Jurisdiction. Each party hereto hereby irrevocably
submits to the exclusive venue in state or federal court
in [VENUE] for the purposes of any suit, action or proceeding arising
out of or relating to this Agreement, and hereby waives, and agrees
not to assert in any such suit, action or proceeding, any claim that it
is not personally subject to the jurisdiction of such court, that the
suit, action or proceeding is brought in an inconvenient forum or that
the venue of the suit, action or proceeding is improper.
o 9.10 Waiver of Jury Trial.Each party irrevocably and unconditionally
waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating
to this agreement, any other related document or the transactions
contemplated hereby or thereby.
o 9.11 Severability. If, for any reason, any provision of this Agreement,
or any part of any provision, is held invalid, such invalidity shall not
affect any other provision of this Agreement or any part of such
provision not held so invalid, and each such other provision and part
thereof shall to the full extent consistent with law continue in full
force and effect.
o 9.12 Attorney Fees. If any party to this Agreement brings an action
to enforce its rights under this Agreement, the prevailing party shall
be entitled to recover its costs and expenses, including without
limitation, reasonable attorney fees, incurred in connection with such
action, including any appeal of such action.