PARTNERSHIP AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Partnership Agreement is executed this October 19, 2020 by and

between:

(insert name of corporation), a corporation duly organized and existing

in accordance with laws of the Republic of the Philippines, with principal offices
at (state address), represented in this act by its President, (state name of
representative),  hereinafter referred to as the FIRST PARTY;

- and–

(insert name of corporation), a corporation duly organized and existing

in accordance with laws of the Republic of the Philippines, with principal offices
at (state address), represented in this act by its President, (state name of
representative), hereinafter referred to as the SECOND PARTY.

-WITNESSETH-

WHEREAS, the Parties have agreed to make contributions to a common fund

for the purpose of acquiring, holding and operating a (state nature of business)
hereinafter referred to as the business interest.

WHEREAS, the Parties have agreed, in pursuit of the business interest, to enter

into a Partnership pursuant to the Partnership Laws of the Philippines. 

NOW THEREFORE, the parties agree as follows:

1.         Name and Business

The parties hereby form a partnership under the name of (state name of
partnership) to conduct the business interest. The principal office of the
business shall be in (state address of the office).

2.         Term

The partnership shall commence on (state date of commencement) and shall

continue to exist until terminated as herein provided. 
3.         Contributions 

The capital of the partnership shall be contributed by the partners as follows: 

Nature of
Contribution
(Cash,
Property,
Name Service, etc.) Share Contribution
A
B
C
Total 100% xxx

A separate capital account shall be maintained for each partner. Neither partner
shall withdraw any part of his capital account. Upon the demand of either
partner, the capital accounts of the partners shall be maintained at all times in
the proportions in which the partners share in the profits and losses of the
partnership. 

4.         Profit and Loss 

Both the net profits and net losses of the partnership shall be divided and borne
equally between the partners. A separate income account shall be maintained
for each partner. Partnership profits and losses shall be charged or credited to
the separate income account of each partner. If a partner has no credit balance
in his income account, losses shall be charged to his capital account. 

5.         Salaries and Drawings 

No partner shall receive any salary for services rendered to the partnership.

Each partner may, from time to time, withdraw the credit balance in his income
account.  All other expenses incurred by the parties in the pursuit of the
business interest shall be accounted for in accordance with policies to be
mutually set by the parties in accordance with generally accepted accounting
principles.

6.         Interest 

No interest shall be paid on the initial contributions to the capital of the

partnership or on any subsequent contributions of capital. 

7.         Management 
 The partners shall have equal rights in the management of the partnership
business, and each partner shall devote his entire time to the conduct of the
business. A managing partner may be designated by the parties subject to the
exigencies of the partnership.  Without the consent of the other partners, no
partner shall on behalf of the partnership borrow or lend money, or make,
deliver, or accept any commercial paper, or execute any mortgage, security
agreement, bond, or lease, or purchase or contract to purchase, or sell
or contractto sell any property for or of the partnership other than the type of
property bought and sold in the regular course of its business. 

8.         Banking 

All funds of the partnership shall be deposited in its name in such checking
account or accounts as shall be designated by the partners. All withdrawals
therefrom are to be made upon checks signed by at least two partners. 

9.         Books 

The partnership books shall be maintained at the principal office of the

partnership, and each partner shall at all times have access thereto. The books
shall be kept on a fiscal year basis in accordancewith
generally accepted accounting principles and shall be closed and balanced at the
end of each fiscal year. An audit shall be made as of the closing date. 

10.       Termination 

10.1     The partnership may be dissolved at any time by agreement of the partners,
in which event the partners shall proceed with reasonable promptness to
liquidate the business of the partnership. The partnership name shall be sold
with the other assets of the business. 

10.2     The assets of the partnership business shall be used and distributed in the
following order: (a) to pay or provide for the payment of all partnership
liabilities and liquidating expenses and obligations; (b) to equalize the
income accounts of the partners; (c) to discharge the balance of the
income accountsof the partners; (d) to equalize the capital accounts of the
partners; and (e) to discharge the balance of the capital accounts of the
partners. 

11.       Death

11.1     Upon the death of a partner, the surviving partner/s shall have the right either
to purchase the interest of the decedent in the partnership or to terminate and
liquidate the partnership business. If the surviving partner elects to purchase
the decedent's interest, he shall serve notice in writing of such election, within
 three months after the death of the decedent, upon the executor
or administrator of the decedent, or, if at the time of such election no legal
representative has been appointed, upon any one of the known legal heirs of
the decedent at the last-known address of such heir. 

11.2     If the surviving partner/s elect/s to purchase the interest of the decedent in
the partnership, the purchase price shall be equal to the decedent's capital
account as at the date of his death plus the decedent's income account as at the
end of the prior fiscal year, increased by his share of partnership profits or
decreased by his share of partnership losses for the period from the beginning
of the fiscal year in which his death occurred until the end of the calendar
month in which his death occurred, and decreased by withdrawals charged to
his income account during such period. 

11.3     No allowance shall be made for goodwill, trade name, patents, or other

intangible assets, except as those assets have been reflected on the partnership
books immediately prior to the decedent's death; but the survivor shall
nevertheless be entitled to use the trade name of the partnership.  

12.       Arbitration and Attorneys Fees

The Parties agree that any dispute, claim, or controversy concerning this
Agreement or the termination of this Agreement, or any dispute, claim or
controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, shall be settled in good faith by the
parties. If no agreement is reached, the Parties shall refer the same
to arbitration in accordance with Philippine arbitration rules then in effect.
The arbitrator may grant injunctions or other relief in such dispute or
controversy. The decision of the arbitrator shall be final, conclusive and binding
on the parties to the arbitration. Judgment may be entered on the arbitrator’s
decision in any court having jurisdiction. The Parties will pay the costs and
expenses of such arbitration in such proportions as the arbitratorshall decide,
and each party shall separately pay its own counsel fees and expenses. 

13.       Final Agreement

This Agreement terminates and supersedes all prior understandings or

agreements on the subject matter hereof. This Agreement may be modified only
by a further writing that is duly executed by both parties.

14.       Severability

If any term of this Agreement is held by a court of competent jurisdiction to be

invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effectas if such invalid or unenforceable term
had never been included.
15.       No Implied Waiver

Either party's failure to insist in any one or more instances upon strict
performance by the other party of any of the terms of this Agreement shall not
be construed as a waiver of any continuing or subsequent failure to perform or
delay in performance of any term hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement on the

date and place above specified.

FIRST PARTY                                                         SECOND PARTY

SIGNED IN THE PRESENCE OF:

________________                                                               
___________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
                                                )S.S.

            BEFORE ME, this (insert date) in (insert place), personally appeared:

Name ID No. Issued at Issued on

known to me to be the same persons who executed the foregoing instrument

consisting (state number of pages) pages including this Acknowledgment, and
who acknowledged to me that the same is their voluntary and free act and deed
and those of the parties and institutions represented.

       IN WITNESS WHEREOF, I set my hand and affix my notarial sea on the
date and place above written.

Notary Public

Doc.  No.  _____;

Page No.  _____;
Book No.  _____;
Series of ______.