MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS

Date: ____________, 2015
AAAAAAA, of legal age, married, and a resident of _____________, herein referred
to as the FIRST PARTY.
-

And

________, of legal age and a resident of the _____________, herein referred to as

the SECOND PARTY.
Collectively referred to as the Parties.
WITNESSETH
WHEREAS, SECOND PARTY desires to provide funds to FIRST PARTY to be use
by the latter for the propose business enterprise to be operated, and manage by FIRST
PARTY;
WHEREAS, in consideration of the investment amount of SECOND PARTY, FIRST
PARTY agrees to provide SECOND PARTY returns on its investments as specified on this
Agreement.
NOW THEREFORE, for and in consideration of mutual promises and covenants
hereinafter contained, the parties have agreed on the following terms and conditions:

Section 1.Scope of Authority

Nothing contained in this Agreement shall be construed to create partnership, joint
venture or employer-employee relationship between the parties for any reason
whatsoever.
Section 2. Representation
The SECOND PARTY acknowledges that it had conducted a review of the financial
projections, and ocular inspection of the location of the business enterprise that the
SECOND PARTY considers sufficient for the purposes of deciding whether or not to
make an investment. The SECOND PARTY further acknowledges that it has full access
to information and has had an opportunity to ask all the questions and has received all
the answers from FIRST PARTY, his agents and/or representatives, regarding business
plans, management and prospects.

1.

Section 3. Purpose of the Investment

A. The Investment Amount shall be used by FIRST PARTY to establish and operate a
propose business enterprise to be operated and managed solely by the FIRST
PARTY. The management, control and disbursement of the Investment Amount shall
be under the full and sole discretion of the proposed business enterprise.
B. It is agreed that the SECOND PARTYs only participation in the proposed business
enterprise is that of a financial investor and shall have no right to participate in

management and ownership of the proposed business enterprise and shall have no
discretion on the management, control and disbursement of the Investment Amount.
C. The Investment Amount shall be provided without restrictions on use. That is, FIRST
PARTY may use the Investment Amount for income generating projects, except as
may be expressly provided otherwise.
D. FIRST PARTYs sole obligation to the SECOND PARTY is to provide the SECOND
PARTY with an investment return stated in Section 5 (B) in this Agreement.
Section 4. General Provision
A. SECOND PARTY agrees to indemnify, defend and hold FIRST PARTY harmless from
any tax liability, cost, expenses, liabilities, obligations, penalties, actions, judgments,
suits, claims and disbursements (including without limitation, the reasonable fees and
expenses of counsel for FIRST PARTY in connection with any investigative,
administrative or judicial proceeding), which may be imposed on, incurred by or
asserted against FIRST PARTY in any matter related to the tax treatment of the
payment to FIRST PARTY of the Investment Amount hereunder.
B. No party may assign such partys rights or obligations under this Agreement without the
consent of all parties hereto.
C. The Parties shall perform their obligations in good faith and shall not perform acts or
omissions which would prejudice in any manner or degree the rights of the any party or
their ability to perform their obligations under and arising from this Agreement.
D. The Parties further agree that any disagreements arising from or in connection with this
Agreement shall be resolved through conciliation, mediation and/or arbitration.
E. This Agreement may not be amended, supplemented, canceled or discharged except by
written instrument executed by the party against whom enforcement is sought. No
failure to exercise, and no delay in exercising, any right, power or privilege hereunder
shall operate as a waiver thereof. No waiver of any breach of any provision of this
Agreement shall be deemed to be a waiver of any preceding or succeeding breach of
the same or any other provision.
F. If any one or more of the provisions of this Agreement shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired.
G. This Agreement may be terminated upon the mutual agreement of the parties in writing
Section 5. Investment Amount and Returns
A. In consideration of the terms and conditions contained herein, Investor shall provide to
Entrepreneur the Investment Amount in the amount of Pesos: Three Hundred Thousand
& 0/100 (P300,000.00) to be deposited in cash or in check on the designated bank
details provided hereunder:
Bank:
Account Name:
Account Number:

B. The investment returns shall only be upon the FIRST PARTYs receipt of the Investment
Amount and within approximately six (6) months thereafter, that it shall establish the
proposed business enterprise using the Investment Amount together with other capital
or monies invested by the FIRST PARTY.
C. In consideration of the investment amount, SECOND PARTY shall receive an amount
as investment return equivalent to twenty five (25%) percent of the quarterly income of
the share of the FIRST PARTY from the quarterly net income of the propose business
enterprise less applicable withholding taxes and charges.
D. If SECOND PARTY defaults in his obligation to pay the Investment Amount or any of its
remaining amount, as and when due on written notice by FIRST PARTY, FIRST PARTY
shall have the option to either: a.) Terminate this Agreement; b.) Assume the remaining
amount by any prospective investor or by any third party investor or c.) Repay to
SECOND PARTY all amounts paid by SECOND PARTY to FIRST PARTY, without
interest or premium. Except, SECOND PARTYs default to perform the obligation is
prevented by reason of fortuitous event, force majeure and/or order or act of public
authority.
E. It is hereby agreed and understood that the SECOND PARTY and SECOND PARTYRepresentative understand the risk of investing into the proposed business enterprise
as envisaged under this Agreement and the same may result in the depletion or losses
of the Investment Amount. The Parties therefore agree that FIRST PARTY shall not be
liable in any manner whatsoever to the SECOND PARTY and the SECOND PARTYRepresentative and the latter shall have no recourse against the FIRST PARTY and/or
the proposed business enterprise or any of their stockholders, directors, officers,
employees or agents and its successors and assigns for any depletion or loss of the
Investment Amount and/or the Investment Instruments that have been used pursuant to
this Agreement.

Section 5. Confidential Information

Both parties agree that any information provided by the parties to one another for the
purpose of and related to this Agreement constitute confidential information and neither
party may disclose such information to any third party without written consent of the
other
Section 6. Non-Competition
A. The Parties jointly and severally undertakes that during the effectivity of this Agreement
shall not directly or indirectly:
a.) Engage in (whether alone or in partnership or joint venture with anyone else) or
otherwise be concerned with or interested in any business or enterprise (whether as
trustee, principal, agent, owner, partner, officer, director, employee, consultant,
investor, lender or otherwise) that directly or indirectly competes with the FIRST
PARTYs current business.
b.) Solicit or attempt to solicit business from or perform services for or induce or attempt
to induce, any customer, supplier, licensee or business associate of FIRST PARTY
to cease doing business or cease doing the amount of business which the customer
or client would normally do with FIRST PARTY, or in any way interfere with the
relationship between any customer, supplier, licensee or business relation of the
FIRST PARTY without the FIRST PARTYs prior written consent.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed by their duly authorized representatives as of the date first set forth above.

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Investor Full Name

First Party

Second Party

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES)
_______________________) SS.

BEFORE ME, a Notary Public of _________ and in ________, Philippines, this

________day of _____ 2015, personally appeared:
NAME

COMPENTENT IDENTIFICATION

DATE/PLACE ISSUED

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Investor
All known to me and to me known to be the same persons who executed the
foregoing instrument consisting of ____ (___) pages including this page where this
acknowledgement is written and acknowledged to me that the same are their own free and
voluntary act and deed and those of the entities they represent.
WITNESS MY HAND AND SEAL on the date and at the place above stated.
Doc. No.:______
Page No.:______
Book No.:______
Series of 2015