Bulac Law Office

Unit 123 One Corporate Center Building Pasig City

Philippines 1603
Email: benbulac@yahoo.com
Tel: (02) 654-7875 (0917) 795-2237

LEGAL RETAINER AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Legal Retainer executed this ______day of ____________ 2018 in

___________________ by and between:

_______________________________., domestic corporations duly organized and existing under

and by virtue of the laws of the Philippines, with its principal office located at
____________________________________________, herein referred to as “Client”

-And-

ATTORNEY BEN JOHNSON BULAC, of legal age, citizen of the Philippines and a
member of the Philippine Bar, residing at ______________________________________________________
Hereinafter referred to as “Counsel”

WITNESSETH: That –

Whereas, ________________________________________________________ is a corporation engaged in

the business of, ________________________________________________; that it conducts business at
___________________________________________________________________and lawfully represented by
Mr./Ms. ___________________________________;

Whereas, the Client, Acting through said representatives, engages the legal services of
herein Counsel under a legal retainer agreement, the coverage and limitations of
which shall be set forth under this contract;

NOW THEREFORE, for and in consideration of the forgoing premises,

____________________________________ & ATTORNEY BEN JOHNSON BULAC, hereby agree on
and stipulate the following:
 I. Scope of Legal Service

The legal services to be provided by COUNSEL shall consist of the following,;

a. Assume the position of CORPORATE SECRETARY, whereby the

COUNSEL shall serve as an adviser to the Board of Directors in relation to their
duties and responsibilities under the By-laws and pertinent provisions of law;
execute and have custody over the minutes of the meeting of the Stockholders,
Board of Directors and all other meetings as provided for under the By-Laws; act as
the depository of all corporate documents such as but not limited to the stock and
transfer books, board resolutions, minute resolutions, circulars and memoranda,
among others; to oversee the adequate flow of information to the Board of Directors
prior to the meeting.

b. Ensure the fulfillment of all the requirements imposed by the Securities and
Exchange Commission, the Bureau of Internal Revenue, and the Philippines Stock
Exchange (in case CLIENT goes public).

c. Drafting of documents such as but not limited to contracts in general, legal

opinions, letters of demand, other legal and corporate correspondences,
memoranda, board resolutions, minutes of the meeting of the Stockholders and
Board of Directors, and all other documents in relation to the conduct of CLIENT’s
business, as well those as documents for the purpose of complying with the
requirements of corporate & tax regulatory agencies.

d. Act as the executive consultant of the CLIENTS’s President, Treasurer, Chief

Executive Officer, Chief Operations Officer, Chief Financial Officer and its other
managerial employees.

e. Preside over negotiations, settlements, dialogs and conferences with the CLIENT’s
business clientele or with other 3rd party doing business with the CLIENT. The
LAWYER will be limited to this role and be unable to bind the client to such
settlements unless given permission by the client through a separate and special
power of attorney.

f. Act as the General Legal Counsel of the CLIENT in all legal matters such as but not
limited to labor and union concerns, policy formulation, decision making,
operational concerns, human resource, business engagement matters and the like,
subject to limitations set forth under this contract.

II. Limitations
 This Legal Retainer Agreement is limited to the scope of services herein provided, as
well as those matters incidental or ancillary to the management, operation, risk
reduction, planning and corporate expansion of the CLIENT.

All other legal matters outside the scope abovementioned are not covered under
this contract. Such matters that are not covered includes appearing and/or
representing the CLIENT in any civil, criminal, administrative and labor suits,
petitions or motions filed or to be filed with the Office of the City Prosecutor, the
Courts as defined under B.P. 1291, all other Judicial and Quasi-Judicial Agencies,
Boards, Commissions, Special Courts or regulatory agencies; said limitation includes
the drafting and filing of pleadings, complaints, affidavits, manifestations, motions
and other related documents with said Courts, Quasi-Judicial Agencies and
regulatory agencies abovementioned.

III. Contract Price & Terms of Payment

The contract price for COUNSEL’s legal services is FIVE THOUSAND PESOS (PHP
5,000) per month, to be paid on or before the 30th of every month for the duration
of this contract without need of demand.

Upon signing this contract, the CLIENT shall provide Post Dated Checks dated on the
30th day of every month for the duration of this contract. Said checks shall be made
payable under the name of BEN JOHNSON BULAC.

IV. Term of Contract

The contract shall be in effect for 12 MONTHS reckoned from the date of execution
of herein contract.

V. Transferability
The CLIENT has the right to transfer or assign all rights and privileges granted
under this contract, subject to the approval of the COUNSEL.

In case the CLIENT intends to transfer or assign such rights and privileges, the latter
must serve a written notice to the COUNSEL containing such request which shall
indicate the name and age of the transferee or assignee, the latter’s address,
nationality and contact details.

Within 5 working days from the receipt of the written notice, the COUNSEL shall
serve a written notice to the CLIENT indicating his/her approval or disapproval, as
the case may be. In case of disapproval, such written notice must state the
COUNSEL’s justification for his disapproval of said transfer or assignment. In case of
approval, the CLIENT and the COUNSEL shall endeavor to provide a smooth
transition of such rights and privileges to the assignee or transferee.

VI. Termination by Counsel and Client

The COUNSEL may withdraw from this contract with the CLIENT’s consent or for
good cause. Good cause includes CLIENT’s breach of this contract, its refusal to
cooperate with the COUNSEL or to follow the latter’s advice on a material matter or
any other fact or circumstance that would render the COUNSEL’s continuing
 representation unlawful or unethical, or when there exist conflict of interest in
business or the conduct of legal services.

The CLIENT may withdraw from this contract on the following grounds, to wit;
when counsel engages in unlawful activities which adversely affect the goodwill of
the CLIENT; when the COUNSEL is habitually remiss with his duties and
responsibilities under this contract; disclosure of confidential information relating
to the business of the CLIENT without the latter’s consent; habitual breach of the
COUNSEL’s professional commitments with the CLIENT without any justifiable
cause.

In case of termination, the COUNSEL must promptly return the Post Dated Checks
not yet due and demandable.

VII. Ancillary Rights and Privileges

The COUNSEL shall not have any operational and managerial right over the
business. Corporate prerogatives and the power to create, impose, amend, repeal
and suspend corporate policies is reserved exclusively to the CLIENT.

The CLIENT, upon written notice to the COUNSEL, has the right to inspect corporate
books, documents and ledgers. Such notice must indicate the reason/s for such
inspection. Within 15 working days from the receipt of the written notice, the
COUNSEL must present to the CLIENT the pertinent documents subject of the
request for inspection.

VIII. Separability

In case a court of competent jurisdiction declares any of the provisions of this

contract void, unenforceable or annulled, such declaration shall not affect those
provisions, which are lawful, valid and binding.

IN WITNESS WHEREOF, both parties have hereunto set their hands this ______ day of
________, 2018 in ________________.

___________________________
Client

ATTY. Ben Johnson Bulac

Retained Legal Counsel