Consignment Agreement

CONSIGNMENT AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Consignment Agreement (the "Agreement") is entered into this _____ day of________________, 20_____ at City/Municipality of ___________________________, Province of ___________________________, by and between:

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, represented in this act by ________, who holds the following position: ________, hereinafter referred to as the CONSIGNOR

- and -

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the Philippines, with principal address at ________, represented in this act by ________, who holds the following position: ________, hereinafter referred to as the CONSIGNEE

The CONSIGNOR and the CONSIGNEE will be referred to collectively as the "Parties".

WITNESSETH THAT:

WHEREAS, CONSIGNOR desires to offer the certain products on consignment;

WHEREAS, CONSIGNEE desires to sell the Product on behalf of CONSIGNOR;

NOW THEREFORE, for and in consideration of the foregoing premises, and the terms and conditions herein set forth, the Parties agree:

I. GOODS

The following product or products (the "Product") shall be sold on consignment:

________

II. TITLE AND CONSIGNMENT OF GOODS

CONSIGNOR owns the Product until the same is purchased or CONSIGNEE fails to return the same within the period agreed upon by the Parties. CONSIGNOR grants CONSIGNEE the right to sell the Product.

III. DELIVERY, ACCEPTANCE, AND SALE OF GOODS

CONSIGNOR undertakes to supply and deliver the Product to CONSIGNEE for sale on consignment as agreed upon by the Parties.

CONSIGNEE undertakes to accept the delivery of the Product and to devote its best effort for the sale of the Product. CONSIGNEE shall inspect the Product upon delivery and, if the Product is found to have any damage or deterioration, CONSIGNEE may choose to accept or reject delivery. If CONSIGNEE chooses to accept delivery, CONSIGNEE shall make a written statement of any damage or deterioration of the Product otherwise the same shall be considered as to have been received in good condition.

CONSIGNEE hereby acknowledges and agrees that delivery and acceptance of the Product is for the purpose of the sale of the Product on consignment basis, that it does not have any right, title, or interest in and to the Product, and that the Product is not intended as a security of any kind.

IV. PROMOTIONAL AND ADVERTISING MATERIALS

CONSIGNOR shall provide marketing, promotional, and advertising materials to CONSIGNEE to display or use to encourage sales of the Product. CONSIGNEE reserves the right to approve any materials that will be displayed, which approval shall not be unreasonably withheld.

V. SELLING PRICE

CONSIGNEE undertakes to sell the Product at reasonable and affordable prices even with mark-up provided that CONSIGNEE shall not sell the Product below the following prices (the "Selling Price"):

________

CONSIGNOR undertakes to maintain the Selling Price of the Product during the duration of the Agreement.

VI. SALE ON CREDIT

CONSIGNEE shall not sell the Product on credit or installments. Any sale made on credit or installments shall be fully paid by the CONSIGNEE as if the same was fully paid at the time of the sale.

VII. PAYMENT AND FEES

Upon sale of the Product, CONSIGNEE shall send the Selling Price to CONSIGNOR within ________ (________) Days.

CONSIGNEE shall keep the difference between the Selling Price and the actual price paid by the buyer as the CONSIGNEE's fee under this Agreement.

VIII. INVENTORY AND RECORDS

CONSIGNEE shall conduct an inventory of the Product every first working day of the month. CONSIGNOR may observe the inventory taking at its discretion. CONSIGNEE shall also maintain accurate records of sale that CONSIGNOR may inspect upon reasonable notice.

IX. LOSS AND DAMAGE

CONSIGNEE shall be liable for any loss, damage, deterioration, or destruction of the Product caused by the acts or negligence of the CONSIGNEE. Any loss, damage, deterioration, or destruction of the Product shall be presumed to have been caused by the acts or negligence of the CONSIGNEE unless the CONSIGNEE proves otherwise except if the loss, damage, deterioration, or destruction of the product was caused by fortuitous events beyond the control of CONSIGNEE or acts of God which could not be reasonably foreseen or though foreseen, could not be reasonably avoided, in which case, the presumption shall not arise.

CONSIGNOR holds CONSIGNEE free from any liability for loss, damage, deterioration, or destruction of the Product arising from fortuitous events beyond the control of CONSIGNEE or acts of God which could not be reasonably foreseen or though foreseen could not be reasonably avoided.

X. FORTUITOUS EVENTS

Neither party shall be liable for any breach of this Agreement if the same is due to fortuitous events beyond its control or acts of God which could not be reasonably foreseen or through foreseen could not be reasonably avoided.

XI. INDEMNITY

Each Party hereby agrees to indemnify and hold harmless the other Party, their employees and representatives against any and all damage, liability and loss, as well as legal fees and costs incurred that may arise or otherwise relate to this Agreement except if, upon final judgment, a competent court finds that the bad faith, gross negligence, or willful misconduct of one Party caused the damage, liability and loss in which case no indemnification shall be provided for the said Party.

XII. DURATION AND TERMINATION

This Agreement shall be valid from ________ to ________, but may be terminated earlier upon mutual agreement of the parties in writing.

This Agreement may be renewed upon mutual agreement of the parties in writing.

Notwithstanding the foregoing, this Agreement may validly be terminated upon ________ (________) Days notice in writing:

1. By a party for material breach of the terms and conditions of this Agreement of the other party;

2. By a party for the closure, dissolution, insolvency, or bankruptcy, whether voluntary or involuntary, of the other party;

3. By the CONSIGNOR, if there is no or minimal effort to sell the Product from the CONSIGNEE;

4. By the CONSIGNEE, if the Product is not selling despite best effort;

5. By a party for other similar causes.

XIII. RETURN OF THE GOODS

Upon the termination of this Agreement for whatever reason, CONSIGNEE shall return the unsold Product and any unused promotional materials to CONSIGNOR within the following period ("return period"): ________ from the date of termination.

CONSIGNOR shall arrange for and bear all the costs and expenses for the return of the Product. CONSIGNOR shall give CONSIGNEE a Two (2) Working Day notice of the date when the Product will be collected from the CONSIGNEE. If CONSIGNOR fails to arrange for the return of the Product within the return period through no fault of the CONSIGNEE, CONSIGNEE may charge reasonable storage fees from the day after the last day of the return period until the Products have been returned to CONSIGNOR.

If CONSIGNEE fails to return the Product on the date arranged for by the CONSIGNOR for no valid reason or otherwise delays the return of the Product through no fault of the CONSIGNOR, ownership of the Product shall automatically transfer to CONSIGNEE on the day after the last day of the return period and CONSIGNEE shall be liable to pay the Selling Price to the CONSIGNOR.

XIV. CONFIDENTIALITY

Each Party hereby acknowledges and agrees that they and the other Party each possess certain non-public Confidential Information (as herein defined) and may also possess Trade Secret Information (as herein defined) (collectively, the "Proprietary Information") regarding their business operations and development. The Parties agree that the Proprietary Information is secret and valuable to each of their respective businesses and the Parties have entered into a business relationship, through which they will each have access to the other Party's Proprietary Information. Each of the Parties desires to maintain the secret and private nature of any Proprietary Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.

1. Confidential Information refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, or other oral or written knowledge and/or secrets and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and/or finance or any other information which is confidential and commercially valuable to either of the Parties.

Confidential Information may or may not be disclosed as such, through labeling, but is considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.

Confidential Information shall not mean any information which:

1. is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;

2. is already known, through legal means, to the Receiving Party;

3. is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;

4. is given to the Receiving Party by any third party who legally had the Confidential Information and the right to disclose it; or

5. is developed independently by the Receiving Party and the Receiving Party can show such independent development.

2. "Trade Secret Information" shall be defined specifically as any formula, process, method, pattern, design, or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, and because of such secrecy, an economic or commercial advantage can be achieved.

3. Both Parties hereby agree they shall:

1. Not disclose the Proprietary Information via any unauthorized means to any third parties throughout the duration of this Agreement and the Parties' relationship with each other;

2. Not disclose the Confidential Information via any unauthorized means to any third parties for a period of Three (3) Years following the termination of this Agreement;

3. Not disclose the Trade Secret Information forever, or for as long as such information remains a trade secret under applicable law, whichever occurs first, to any third party at any time;

4. Not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.

XV. RELATIONSHIP OF THE PARTIES

The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency or employment relationship or otherwise between the Parties and that this Agreement is for the sole and express purpose of the consignment and sale of the Product.

XVI. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.

XVII. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.

XVIII. 285558

2588552 22 282525 25522 22 828882, 82 222 25 2252 828252828, 252 825882 22522525282 22 522 22 252 22528 22 2588 825222222, 25 22 25258882 522 2252822 525282 822258225, 85588 2525252225 222 82 822825525 58 58525222222 25 852828852822 25 858825 22 8585 2252. 82 858825 85588 82 522225 22 5582 8222 2552 528288 252528825 82 8582822 525 882225 82 888552888 25 888552855. 82 858825 22 522 2252 25 252888822 22 2588 825222222 85588 8228282522 5 858825 22 522 22525 2252 25 252888822 25 22 252 8522 252888822 22 5 252552 5522.

XIX. 885855828855

5588 825222222 252 82 25285225 82 825222525528, 588 22 85885 8228282522 5 882282 525222222. 52 252 55228 822 22525 52 252 8822525528 22 2588 52852222 552 582225222, 252 825222222 85588 82 8228852525 222282882 58 22 252 5522 2552 8225 888552888 525 888552855 882225 252 825222222.

XX. 555588852558

552 8285885822 22 522 2252822 22 2588 825222222 8888 222 525 85588 222 82 522225 22 522282 252 85885822 22 522 22525 252888822. 52 252 28222 2552 522 252888822 22 2588 825222222 88 5285 22 82 8285885, 888552888 525 888552855 52522 2552 252 522582822 2528888228 85588 82 522225 22 82 82 2588 22582 525 222282 58 82 2522 555 8222 25285225 8588285222 22 252 25252222222 22 252 8285885 252888822.

XXI. 8525285555 852855

552 582528 22 252 2552828 52525 2588 825222222 525 252 858 552 8525852882 525 85588 222 82 822825525 58 258858882 528288 225258882 52858525 82 858.

XXII. HEADINGS

Headings are for convenience only and do not affect the interpretation of this Agreement.

XXIII. ASSIGNMENT

This Agreement, or the rights hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or party by either Party

XXIV. SUCCESSORS AND ASSIGNS

This Contract shall be binding on the successors and assigns of both Parties.

XXV. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between CONSIGNOR and CONSIGNEE and supersedes all prior negotiations, representations, agreements, either oral or written.

XXVI. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.

________
Consignor

By:

________
________

________
Consignee

By:

________
________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )
PROVINCE OF ________________________ )
CITY OR MUNICIPALITY OF ________________________ )S.S.

BEFORE ME, a Notary Public, for and in the CITY OR MUNICIPALITY OF ________________________, ________________________, this _______ day of ________________________, 20______, personally appeared the following persons:

1. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________

2. ________, with the following competent proof of identification: Driver's License with number ________ which expires on ________

all known to me and to me known to be the same persons who executed the foregoing Consignment Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the day and place first written above.

Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.