TOLL MANUFACTURING CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT OF TOLL MANUFACTURING is made and executed by and

between:

    ANGELES CORE ENTERPRISES, INC., a domestic corporation duly organized and
existing under the Philippine laws, with principal address at Bo. Pulong Cacutud, Angeles City
duly represented by MR. ANSON ONG, hereinafter referred to as the “MANUFACTURER”;

-AND-
 
        SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC), a duly registered
cooperative under the Cooperative Development Authority and with business address at
Sorosoro Ibaba, Batangas City represented by its Chief Executive Officer, HON. RICO B.
GERON hereinafter referred to as the PRINCIPAL.

WITNESSETH;
 
WHEREAS, the PRINCIPAL is in need of toll manufacturer for its Aqua Feeds (“PRODUCT”) to
meet the market demand;

WHEREAS, the MANUFACTURER has represented that its own and operated manufacturing

plant and possess substantial capital investments, technical knowledge, skills, equipment,
materials, tolls and manpower to contract the manufacturer of the PRODUCTS for the
PRINCIPAL in a skill full manner suitable to the needs of the latter and in accordance with
specifications and process required.

NOW THEREFORE, for and in consideration of the foregoing premises, the PRINCIPAL hereby
engages the MANUFACTURER as contract of its PRODUCTS, under the following terms and
conditions, to wit:

1. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding
between the parties with respect to the subject matter hereof and merges all prior discussions
and negotiations between them. There are no oral representations or inducements pertaining
there to which are not contained herein; and neither of the parties hereto shall be bound by any
conditions, warranties, understandings to representations with respect to such subject matter
other than as expressly provided herein. Nothing herein shall be construed that the parties have
entered in partnership or joint venture in the manufacture of the PRODUCTS.

2. WORK SCOPE. During the term of this Agreement, MANUFACTURER will supply product
that complies with the product warranties set out in this agreement at a cost provided in the
applicable purchase order or production order. PRINCIPAL has responsibility to ensure their
specifications meet applicable regulatory requirements and effectively communicate
requirements to the MANUFACTURER. All parts and components purchased and inventory
used in the manufacture of the product, shall be sourced from the PRINCIPAL’s list. Parts and
components NOT listed on the PRINCIPAL’s list shall NOT be used unless approved by the
PRINCIPAL. Any modifications to the PRINCIPAL’s list must be approved, in writing, by the
PRINCIPAL.

3. TERM:  This term is for a period of ONE (1) YEAR commencing on _____________ to
_______________. Upon its expiration, this contract may be renewed under such terms and
conditions as my be mutually agreed upon by both parties, written notice of intention to renew
the contract shall be served to the MANUFACTURER not later than thirty (30) days prior to the
expiry date of the period herein agreed upon.

4. PRICES. Unit pricing listed on MANUFACTURER’s quotation shall be specific to the order
quantity, release quantity, and revision level of the assembly. Pricing cannot be changed without
written approval by both parties, which shall not be unreasonably withheld. MANUFACTURER
shall be responsible for and pay all shipping and insurance costs for products. All taxes will be
borne by PRINCIPAL. If sales to PRINCIPAL are exempt from any taxes, PRINCIPAL shall
furnish to MANUFACTURER a Certificate of Exemption from the application taxing authority.
Initial term pricing shall remain fixed for a minimum of 12 months. Successive years negotiated
prices will be firm, for each one-year period. In the event that the parties fail to agree to pricing
for any future period, the price shall be the reasonable price, fixed in accordance with the law.
5. PRODUCT ACCEPTANCE. Prior to the release of the finished PRODUCT to the
PRINCIPAL, the MANUFACTURER, through the Quality Assurance Department, shall conduct
product analysis to ensure that the finished PRODUCTS are of good quality and conform with
the standards, specifications and technical requirements mutually agreed upon by parties. The
PRINCIPAL has the option to reject finished PRODUCT or the use of certain materials during
manufacturing process whenever these are proven not to conform with the technical
requirements, standard and specifications agreed upon. In such case, the MANUFACTURER
shall replace the rejected finished PRODUCT or material at its own expense.

6. INSPECTION. The MANUFACTURER shall allow the PRINCIPAL'S duly authorized

representatives to enter its premises at reasonable time the manufacturing process of the
MANUFACTURER. However, the PRINCIPAL'S exercise of its right to inspect shall not dimish
the MANUFACTURER'S duty to comply with its obligations hereunder, especially in regard to
the quality, quantity and appearance of the PRODUCT.

7. INVENTORY. All production overruns or reject shall be accounted for and shall be disposed
of in accordance with the instruction of the PRICIPAL. Pending disposal thereof, they shall be
replaced in a well-secured room by appropriate officers of the MANUFACTURER to prevent the
PRODUCTS from falling into the hands of lawless elements such as fake manufacturers and
trademark violators.

8. WARRANTY. The MANUFACTURER hereby warrants that the PRODUCT that it shall
manufacture for the PRINCIPAL are high quality and conforn with the standard, specifications
and technical requirements agreed upon.

9. PRODUCT DEFECTS. In case of product defects discovered after the delivery, the rateined
samples in the possesion of the MANUFACTURER and representative samples from among the
delivery PRODUCTS in the PRINCIPAL'S possesion which have been randomly selected shall
be the basis of comparison for the purpose of determining the responsibility for the fault or
negligence that gave rise to such defects.

10. DELIVERY. The MANUFACTURER shall deliver the finished PRODUCTS at its expense
from the MANUFACTURER'S warehouse at Bo. Pulong Cacutud, Angeles City, in such
quantities provided in the P.O or on the advice of MANUFACTURER, which ever is earlier. The
MANUFACTURER warrants that the PRODUCTS to be picked up adhere to the PRINCIPAL'S
Quality Assurance requirements.

11. FORCE MAJEURE. It is understood that if the performance required from the PRINCIPAL
or the MANUFACTURER is delayed or prevented by force majeure, the performance required
herein stipulated shall correspondingly not applied, however, that in such event, each party shall
give the other party written notice within a reasonable time concerning the occurrence and
cessation of such force majeure.

For the purpose of this Agreement, the term force majeure, shall mean war, acts government of
the public enemy, fire, lightning,earthquake, hurricane, typhoon, flood rains which inundate the
factory, strikes, lockouts, riots, and civil commotion, failure of electric power of water supply and
major equipment breakdown not attributable or negligence of the defaulting party.

12. NON-EXCLUSIVITY. The PRINCIPAL'S reserves the right to engage the services of the
other manufacturer to manufacture its PRODUCTS not otherwise stated herein. The
PRINCIPAL'S may manufacture, process, pack or have any interest in the manufacture,
processing or packing of products which closely resemble to the PRODUCTS as their nature,
kind or use or in their name, graphics, appearance or design which is likely deceive of confuse
the public into believing that the said PRODUCTS are made by the PRINCIPAL.

13. PRODUCT REGISTRATION. Taking in consideration the formulation of the PRODUCTS

were exclusively developed by the MANUFACTURER for the PRINCIPAL, the latter holds the
absolute right to their prototypes including the right to have the PRODUCTS registered before
the Bureau of Animal Industry (BAI) and the Intellectual Property Office (IPO).

14. BINDING EFFECT. The terms shall be binding on the successors and assigns of the parties
hereto. Neither party may assign or transfer any of their respective rights or obligations herein
without prior consent of the other. The failure of either any time to require performance by the
other of any terms, provisions or conditions of this Agreement shall be in no way affect its right
thereafter to enforce the same, nor shall the waiver or non-enforcement by either party or
inaction as to breach of any term, provision or condition hereof be held to be waiver of
succeeding breach thereof.

15. WAIVER. Either party's failure to exercise, in whole or in part, or delay in exercising any
right under this Agreement will not preclude any future exercise of the same right or the exercise
of any other right hereunder.
16. NON-LICENSING. The parties understand that except as may be otherwise expressly
stated herein, the terms and conditions of the Agreement shall not be considered in any way as
a grant of any license whatsoever under either party's present or future trademarks, trade
secrets, or other proprietary rights, nor is any such license granted by implication, or otherwise.
17. SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable,
such invalidity of unenforceability shall not affect the enforceability of any other provisions of this
Agreement not held to be invalid.
18. AMENDMENTS. Modification of this Agreement must be made in writing, signed by a duly
authorized individual of each party. Such writing shall be effective as an amendment only to the
extent that the writing expressly indicates the intent of the parties to modify this Agreement. No
Amendment shall be deemed effective, until a duplicate original of such Amendment is received
by each party.
19. TERMINATION CLAUSE. If either party breaches a material provision of this Agreement
and the breach is not cured within 60 days after receipt of written notice from the other party
specifying the nature of the breach or if a plan is not in place to expeditiously cure such breach,
the non-breaching party may terminate the Agreement by written notice to the party in breach.
As used above, the term “breach” shall include, but not be limited to the occurrence of any of
the following events: the failure of a such party to comply with a material provision of this
Agreement; the filing by the party of a petition in bankruptcy or insolvency; or any adjudication
that the party is bankrupt or insolvent; or the filing by the party of any petition or answer seeking
reorganization, readjustment, or rearrangement of the business under any law relating to
bankruptcy or insolvency; or the appointment of a receiver for all or substantially all of the
property of the party, or the making by the party of any assignment or attempted assignment of
the benefit of creditors; or the institution of any proceedings for the liquidation or winding up of
the business or for the termination of the corporate charter of the party. Termination or other
expiration of this Agreement shall not affect the survival of any rights or obligations hereunder
which by their nature are to survive and be effective following termination of this Agreement.
20. JUDICIAL RELIEF:   Should any one of the parties herein be compelled to seek judicial
relief against the other, the losing party shall pay an amount of One Hundred (100) % of the
amount claimed in the complaint as attorney's fees which shall in no case be less than Php
50,000.00 pesos in addition to other cost and damages which the said party may be entitled to
under the law.

IN WITNESS WHEREOF, the parties herein affixed their signatures on the date and place
above written.

 
HON.RICO B. GERON MR. ANSON A. ONG
PRINCIPAL MANUFACTURER   

Signed in the presence of:

______________________ ______________________
 ACKNOWLEDGEMENT

Republic of the Philippines)

_______________________) S.S
 

BEFORE ME, personally came and appeared:

 
   Name                            CTC Number             Date/Place Issued
HON. RICO B. GERON 30627998      January 11, 2017 / Batangas City
MR. ANSON A. ONG 32600956 January 04, 2017/Angeles City.

Known to me and to me known to be the same persons who executed the foregoing instrument
and acknowledged to me that the same is their free and voluntary act and deed.
 
This instrument consisting of ________ ( ) page/s, including the page on which
this acknowledgement is written, has been signed on each and every page thereof by the
concerned parties and their witnesses, and sealed with my notarial seal.
 
WITNESS MY HAND AND SEAL, on the date and place first above written.
                                                                    
                                                                                                                               

Notary Public
 

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Series of 20____.