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MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:


This Memorandum of Agreement (“Agreement”) is entered into by and between
the following:

PERFORM WELL SECURITY INC., a private institution existing under and by


virtues of the laws of the Republic of the Philippines with principal address at # 404
Admiralty Tower Madrigal Business Park Ayala, Alabang, Muntinlupa City, represented
by the President and General Manager (GM), Mr Judy Andres Balansay and Vice
President (VP), Ismael M Carascon, hereinafter referred to as the FIRST PARTY and
SECOND PARTY,
-and-
Mr Leo Alangdeo Andiso, as investor, hereinafter referred to as the THIRD
PARTY;

Withnesseth:--
WHEREAS, the FIRST PARTY and SECOND PARTY, has established a private
institution primarily for pooling of personnel for security for different establishment which
duly approved by Supervisory Office and Investigation Agency (SOSIA);
WHEREAS, one objective of this to train professional/s man and woman to
become highly effective, capable and well trained individual to provide security and safety
of any establishment/workplace;
WHEREAS, the FIRST PARTY and SECOND PARTY has chosen the THIRD
PARTY as one of the investors/financier given the latter’s resources and its proximity;
WHEREAS, the THIRD PARTY has agreed to cooperate with the FIRST and
SECOND PARTY in utilizing former’s resources/assets for procurements of
provisions/materials for the welfare of the company.
WHEREAS, the THIRD PARTY has agreed invest P1,000,000,000.00 that will
be placed on a joint-account together with the FIRST and SECOND PARTY to serve
generating funds in all their operational expenses in any case the payment of the client
will be delayed.
WHEREAS, the THIRD PARTY has agreed for the fulfilment of contract
whichever acquire to any client in the given period, thus,he cannot withdraw his
investment nor rescind the contract without proper deliberation and approval of the FIRST
and SECOND PARTY.
NOW THEREFORE, for and in consideration of the foregoing premises, the
parties bind themselves to the following terms and conditions:

Obligations of the FIRST & SECOND PARTY


1. The FIRST & SECOND PARTY shall provide the THIRD PARTY with the copy of
the published current terms and conditions of the company.
2. The FIRST & SECOND PARTY will provide the THIRD PARTY the liquidated
assets and Liabilities of the company for transparency and protection of the shares
provided and invested by them.

3. The FIRST & SECOND PARTY undertakes to inform the THIRD PARTY of any
circumstances unforeseen events or cause of force majeure that will cause deterioration
and loss to the company.

4. The FIRST & SECOND PARTY through its supervisory powers will employ, hire
and monitors conduct, performance and professional demeanour of each employee to
any project may deemed

5. The FIRST & SECOND PARTY undertakes to withdraw, remove nor dismiss in
favour of any Employee who, through commission of disciplinary infraction, and after due
investigation will prove to be unfit to continue the employment. For the purpose of averting
personal harm or injury to a fellow employee or to any one employed with the SECOND
PARTY, and/or potential damage to the company.

6. The FIRST & SECOND PARTY agrees not to use the name of the THIRD
PARTY to enter in a contract or agreement as a form of REPRESENTATION.

Obligation of the THIRD PARTY

1. The THIRD PARTY shall equip with a copy of the publish current terms and
conditions of the company.

2. The THIRD PARTY shall be provide financial support to the company in any
project they will acquire less all the expenses (office rental, guards salary and other
operational expenses), thus the fruits therein will be divided among them as three (3)
partners.

3. The THIRD PARTY will be jointly responsible together with the partners for the
procurement of the provision and materials needed for the employees to perform their
job.

4. The THIRD PARTY shall jointly together with the partners provide the employees
with their nominal financial or material consideration in consequences of the work hours
done.

5. The THIRD PARTY will provide the company the financial and /or monetary
needs as to what the other incorporators provide for the establishment of the company

6. The COMPANY agrees to provide each incorporators of the company policy,


rules and regulations which pertinent to the articles of incorporators.

By signing below, both parties consent to the terms of this agreement.

_________________________________ ________________
Date

_________________________________ ________________
Date

_________________________________ _______________
Date

_________________________________ ________________
Date

SIGNED IN THE PRESENCE OF

______________________________ _________________________
Witness Witness

ACKNOWLEDGEMENT

Republic of the Philippines )


____________________________ )ss

BEFORE ME, a Notary Public and within the above jurisdiction on


_____________________ personally appeared the following exhibiting to me their
Community Tax Certificates and government-issued identification cards:

Name CTC No./ID No. Date/Place of Issue

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 own free act and voluntary
deed.

This instrument, which refers to a Memorandum of Agreement consist of four (4) pages
including the one where there is acknowledgement is written, signed by the parties on
each and every page and sealed with my notarial seal.

WITHNESS MY HAND on the date and place first above-written.

Doc. No.___________;
Page No.__________;
Book No.__________;
Series no._________;