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MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:


This Agreement is made and executed by and between:
ERIC JER BARRO DARUNDAY, of legal age, married/single,
Filipino, and a resident of Balagonan Jose Abad Santos,
Davao Occidental, Philippines, referred to as the “FIRST
PARTY”;
AND
Clarita, of legal age, married/single, (Nationality), and a
resident of (full address, Davao City, Philippines, referred to as
the “SECOND PARTY”;

WITNESSETH THAT:

WHEREAS, the First party is the absolute and registered owner of a Fishing
Vessel particularly described as follows:
Name of Vessel: PBCA “CLARITA”
Type of Vessel: Fishing Vessel
Material of Hull: Wood
Type of Stem: Rake
Type of Astern: Transom
Gross Tonnage: 9
Type of Engine: Isuzu
No. of Engine: 1
P/Model 160/6BDI
SN of Engine: 317897

WHEREAS, the First Party desires to operate and conduct Business Venture
together with the Second Party of the aforementioned property for the
purpose of profit-making activities and the latter agree and hereby
agrees of the before mentioned-activities;

WHEREAS, the parties for purposes of forming a Business Venture under the
laws of the Philippines, by executing this Agreement for the purposes set
forth herein, are desirous of fixing and defining between themselves their
respective responsibilities, interest, liabilities and willing to invest capital to
finance in connection with the performance of the before mentioned
project;

NOW THEREFORE, for and in consideration of the foregoing, and of the


covenants herein after set forth the First Party and Second Party hereby
agree on this day to voluntarily associate ourselves together under the
following terms and conditions and subject to existing and applicable
laws of the Republic of the Philippines;

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ARTICLE I – THE AGREEMENT
1. Name of Business: - That the name of this Business Venture shall be
DARUNDAY FISHING; the business shall be conducted under that name.
The name of the Business Venture may be change from time to time by
filing an amendment thereto to any appropriate government agency
provided the First Party shall give a written notice of the proposed change
of name to the Second Party;
2. Purpose of Business: - That the purpose(s) for which this Business is
established (is/are) as follows:
Primarily for Fishing activities and may include any activity which is
related or incidental to such business purpose and the business shall not
engage in any other business;
3. Principal Place of Business: - The principal place of Business of this
agreement shall be at the Balagonan, Jose Abad Santos, Davao
Occidental, or at any other place as may be determined from time to
time by the First Party. That the First Party may change the principal place
of this business provided that a written notice shall be given of the
proposed change of address to the Second Party at least Fifteen (15)
days before such change;
4. Term of Agreement: - The term of this Agreement shall commence as of
the date hereof and shall be terminated and dissolved upon the earliest
to occur of: (a) completion of the Project and receipt of all sums due to
the parties and payment of all laborers and material man employed by
this business venture in connection with the project; (b) the unanimous
agreement of the parties; (c) the order of a court of competent
jurisdiction;

ARTICLE II – FINANCIAL MATTERS

5. Profits and Losses: – Commencing on the date hereof and ending on


the termination of the business, all profits, losses and other allocations to
this agreements shall be allocated as follows every after conveyance of
the vessel:
NAME Profits/Losses
First Party 40%
Second Party 60%

ARTICLE III – MANAGEMENT


6. Management: – The parties in this agreement shall have full, exclusive
and complete authority and discretion in the management and control of
the business for purposes herein stated and shall make all decision
affecting the Business Venture. At such, any action taken shall constitute
the act of, and serve to bind, the parties. The parties shall manage and
control the affairs of the business to the best of its ability and shall use its
best effort to carry out the purpose of this agreement;

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7. Payment of Expenses: - All expenses of this Business Venture for the
purpose herein stated shall be paid by the parties and shall be reimbursed
by the Business Venture.
8. Indemnity of the parties: - The parties to this agreement shall have no
liability to the other for any loss suffered which arises out of any action or
inaction if, in good faith, it is determined that such course of conduct was
in the best interests of the Business Venture and such course of conduct
did not constitute negligence or misconduct. The parties to this
Agreement shall each be indemnified by the other against losses,
judgments, liabilities, expenses and amounts paid in settlement of any
claims sustained by it in connection with the Business Venture.
9. Dissolution: - The Business Venture shall be dissolved upon the
happening of any of the following events:
(a) The adjudication of bankruptcy, filing of a petition pursuant to a
chapter of the Financial Rehabilitation and Insolvency Act of the
Philippines, withdrawal, removal or Insolvency of either of the parties;
(b) The sale or other disposition, not including an exchange of all, or
substantially all, of the Business Venture assets; and
(c) Mutual agreement of the parties.
10. Book and Records: - The Business Venture shall keep adequate books
and records at its place of business, setting forth a true and accurate
account of all business transactions arising out of and in connection with
the conduct of the Business Venture.

ARTICLE IV – MISCELLANEOUS

11. Severability: – If any term, provision, covenant, or condition of this


Agreement is held by a court of competent jurisdiction to be invalid, void,
or unenforceable, the rest of the agreement shall remain in force and
effect and shall in no way be affected, impaired, or invalidated.

12. Governing Law: – This agreement is executed and intended to be


performed in the Republic of the Philippines and the law of the Philippines
shall governed its interpretation and its application.

13. Entire Agreement: – This instrument contains the entire agreement of


the parties relating to the rights granted and obligations assumed in this
instrument and supersede any prior agreement. Any oral representations
or modifications concerning on this instrument shall be of no force and
effect unless contained in a subsequent written modification signed by
the party to be charged.

14. Amendments: – This agreement may be amended at any time from


time to time, by mutual agreement of the Partners, but any amendment
must be in writing signed by each Partners.

IN WITNESS WHEREOF, we have hereunto set our hands this _____________


at _____________, Philippines

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Eric Jer B. Darunday Clarita
First Party Second Party

Signed in the presence of

__________________________ ____________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)


___________________________ ) SS.

BEFORE ME, a Notary Public, this ____________day of ________________,


personally appeared the following:

Name Proof of Identity

Eric Jer B. Darunday _____________________________________


Clarita _____________________________________

This instrument, consisting of Four (4) page/s, including the page on which
this acknowledgment is written, has been signed on the left margin of
each and every page thereof by the concerned parties and their
witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand the day, year and
place above written.

Doc. No. ........;


Page No. .......;
Book No. ........;
Series of 2019.

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