MEMORANDUM OF AGREEMENT

REAL ESTATE ASSOCIATE

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement made and entered into by and among:

ROBINSONS PROPERTIES MARKETING AND MANAGEMENT

CORPORATION, a corporation duly organized and existing under
the laws of the Philippines, with office address at Level 2, Galleria
Corporate Center, EDSA cor. Ortigas Ave., Quezon City represented
by its authorized representative ________________________,
hereinafter called "FIRST PARTY";
and
_______________________________, of legal age, Filipino, with
office address at Lower Level, East Lane, Robinsons Galleria
Ortigas Avenue, corner EDSA, Quezon City 1100, hereinafter
referred to as the "SECOND PARTY";
and
___________________________________, of legal age, Filipino,
with residence address at
______________________________________________________
hereinafter referred to as the "THIRD PARTY".

WITNESSETH THAT:
WHEREAS, FIRST PARTY is engaged in business of marketing units of residential,
commercial and office condominiums and buildings;
WHEREAS, the SECOND PARTY is a duly authorized real estate broker of the FIRST
PARTY
and subdivision projects:

BRAND SPECIFIC PROJECT

Communities

Residences
Luxuria

(The foregoing shall be collectively known and referred to as the Projects, unless otherwise
specified.)
WHEREAS, ROBINSONS LAND CORPORATION ( RLC ) is the owner and developer
of the above-named Projects the condominium units and houses and lots of which
;
WHEREAS, the SECOND PARTY is authorized to secure Real Estate Associate
( REA ) under his/her network to assist him/her in marketing the aforesaid Projects;

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 WHEREAS, the THIRD PARTY represents himself/herself as a REA and desires to be
authorized and accredited as a REA of the SECOND PARTY for the Projects;
WHEREAS, the SECOND PARTY has accepted THIRD PARTY as a REA to work
under his/her network of real estate agents sellers and are hereby and recommending and
endorsing the THIRD PARTY to the FIRST PARTY for accreditation;
WHEREAS, the FIRST PARTY agrees to acknowledge THIRD PARTY as a REA of the
SECOND PARTY;
WHEREAS, the FIRST PARTY hereby accepts the THIRD PARTY as a REA of the
SECOND PARTY to offer for sale to interested buyers/clients or the public the inventory at the
aforementioned Projects and is hereby accredited by the FIRST PARTY;
NOW THEREFORE, for and in consideration of the foregoing terms and conditions herein
set forth, the parties hereby agree as follows:
1. ACCREDITATION. The FIRST PARTY hereby accepts and accredits the THIRD PARTY
as a REA of the SECOND PARTY to offer for sale to the public or interested
buyers/clients the inventory at the aforementioned Projects on a non- exclusive basis.

2. PERIOD OF ENGAGEMENT. The engagement of the THIRD PARTY shall take effect
on _______________________ and shall terminate on_______________________ and
is co-terminus with the Agreement of the SECOND PARTY with the FIRST PARTY,
unless sooner terminated by the FIRST PARTY upon written notice to the THIRD
PARTY.

This engagement of services is renewable for maximum of six (6) months upon mutual
consent of the parties herein.

3. COMMISSION. The THIRD PARTY shall be entitled to receive commission at the rates
prescribed by the company for every unit sold:

Name of Project Commission Rate

Unit
Parking

Provided that the commission of the THIRD PARTY, as instructed by the SECOND
PARTY, shall be deducted from the commission of the SECOND PARTY and will be
remitted directly to the THIRD PARTY; Provided that the commission share of the

rate for the SECOND PARTY; Provided further, that the THIRD PARTY shall receive
such commission for sales approved by the FIRST PARTY provided that the complete
sales documents and requirements are signed by the buyers/clients and submitted to the
FIRST PARTY; Provided finally, that the withholding tax and/or other applicable taxes
and/or charges shall be deducted from the commission.
The commission earned by the THIRD PARTY shall be released and paid in accordance
with the commission release and disbursement schedule of the FIRST PARTY which
may be changed from time to time.
It is hereby understood that in case the buyer/client requests and is given any discount
over the standard discounts on the approved selling price and/or the buyer/client is given
extended payment terms over the FIRST PARTY's standard terms of payment, the terms
of which are approved by RLC, the commission rate of the THIRD PARTY shall be
reduced/adjusted accordingly.

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4. SUBMISSION; ATTACHMENTS TO THE AGREEMENT. The FIRST PARTY will not
honor any verbal or written agreement, other than this Memorandum of Agreement.

The prescribed period for submission of this Agreement to the FIRST PARTY should not
be later than submission of the sale of units of projects referred to herein. Failure to
submit this Agreement on or before the prescribed period shall deem this Agreement null
and void.

The FIRST PARTY will honor only this Agreement between the SECOND PARTY and
THIRD PARTY. For this Agreement to be valid, submission of the following is required:

a. Original signatures of all parties concerned affixed on this Agreement.

b. Completed Sales Agents Information System (SAIS) form
c. TIN I.D.
d. Other pertinent documents as may be required by the FIRST PARTY

5. RIGHTS AND OBLIGATIONS OF THE THIRD PARTY.

5.1. The THIRD PARTY agrees to be under the supervision of the SECOND PARTY.

5.2. The THIRD PARTY shall promote the sale of the Projects through sales and
marketing programs and activities allowed by the FIRST PARTY including personal
servicing of clientele/prospective buyers, and providing prompt, efficient and reliable
service,

5.3. The THIRD PARTY shall use sales materials approved by the FIRST PARTY.

5.4. The THIRD PARTY shall ensure the proper and full documentation of all
consummated sales, from the preparation of the standard sales documents to obtaining
the buyer/

5.5. The THIRD PARTY agree to conduct his/her business with its clients in the most
professional and ethical manner acceptable to the FIRST PARTY and shall preserve
and maintain at all times the integrity and good reputation of the FIRST PARTY and/or
RLC.

5.6. The THIRD PARTY shall abide by the pricing, payment, sales terms, and all
policies and procedures of the FIRST PARTY. The pricing, payment, sales terms,
policies and procedures shall form integral parts of this Agreement.

5.7. The THIRD PARTY shall ensure that all check payments of the buyer/clients
shall be made payable directly to the FIRST PARTY. The THIRD PARTY are prohibited
from accepting any form of payment, cash or check, directly or indirectly, from the
buyers/clients even if for transmittal to the FIRST PARTY and/or to RLC. However, it
shall be the responsibility of the THIRD PARTY to ensure that all payments are made
on time to the FIRST PARTY. Further, only official receipts issued and validated by the
FIRST PARTY and RLC shall be considered valid and binding. All payments shall be
honored and recognized only upon actual receipt thereof and issuance of official
receipts by the duly authorized cashier or representative of the Treasury Department of
RLC.

5.8. The THIRD PARTY agrees to hold free and harmless the FIRST PARTY and
RLC should payments be given to the THIRD PARTY for transmittal to the FIRST
PARTY be lost or stolen in transit ,whether intentionally or unintentionally or in cases of
force majeure.

5.9. The THIRD PARTY agrees to be bound by the Code of Discipline and/or
Handbook as well as the policies, procedures and guidelines of the FIRST PARTY
which may be issued from time to time which form part of this Agreement.

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6. WARRANTIES.

6.1. The THIRD PARTY warrants that he/she possesses the requisite permits and
licenses to enter into this Agreement with the SECOND PARTY and FIRST
PARTY and to engage in the marketing of the Projects and shall provide copies
of the same prior to the signing of this Agreement.

6.2. The THIRD PARTY agrees and warrant that in his/her business dealings, he/she
shall use the official sales documents issued, acknowledged and signed by RLC.

6.3. The THIRD PARTY further agrees and warrants that he/she shall:

a. Keep confidential all and any information as the FIRST PARTY and/or
RLC may from time to time transmit to his/her or which he/she may gather or

b. Render the FIRST PARTY and/or RLC and their officers free and
harmless from all claims, damages, actions, and suits that may arise from or in
connection with the discharge of his/her function or omissions thereof, or that of
his/her people, representatives, or successors.

c. In the event the buyer/client of the THIRD PARTY withdraws at any stage
from the sale for any reason whatsoever, and the FIRST PARTY is rendered
liable to return whatever payments already made by the said buyer/client, the
THIRD PARTY shall return whatever commission he/she has already received
from the FIRST PARTY. The amount to be likewise returned by the THIRD
PARTY shall be debited by the FIRST PARTY against future commissions, if
any, due to the THIRD PARTY in case of his/her failure to return the same upon
demand. Should there be no future commission due to the THIRD PARTY, the
THIRD PARTY shall return the commission received to the FIRST PARTY within
fifteen (15) days from demand. For this purpose, the SECOND PARTY and
THIRD PARTY shall be jointly and secondarily liable to the FIRST PARTY.

7. TERMINATION.

7.1. This Agreement may be terminated by the FIRST PARTY even prior to its
expiration and without need of judicial declaration on the following grounds:

a. Expiration of the period under paragraph 2 hereof;

b. Violation of or non-compliance by the THIRD PARTY with any of the

stipulations herein stated, sales terms and conditions, policies and procedures,
which are considered as integral parts of this Agreement;

c. Voluntary withdrawal of the THIRD PARTY;

d. Loss of confidence by the FIRST PARTY;

e. Commission of acts prejudicial or detrimental to the interest, name and/or

reputation of the FIRST PARTY, such as but not limited to:

i. Falsification of, tampering with or providing false information in

ii. Conniving with employees/personnel of the FIRST PARTY to

enable acceptance of buyers and/or documents in order to
complete a sale;
iii. Falsification of accountable documents such as but not limited to
Acknowledgment Receipts, Provisional Receipts, Official
Receipts, R

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 Information Sheet, Identification Cards/Documents and other
machinations;
iv. Falsification of, tampering with or providing false information in
any document submitted to the Company, including but not limited
to your resume, application form, Standard Agent Information
Sheet (SAIS) Form, and other machinations;
v. Disseminating exclusive and confidential information to the
competitors of the FIRST PARTY;
vi. Taking or borrowing money or goods from prospective or existing
buyers, or the commission of any act detrimental to the FIRST
PARTY, RLC and buyers/clients;
vii. Requesting or accepting any payment, check or cash, from
prospective and/or existing buyers as payment for the unit
viii. Misrepresentations of any kind to buyers;
f. For other cases at the sole and exclusive determination of the FIRST
PARTY.

7.2. In any case of pre-termination of this Agreement as contemplated under

paragraph 7.1.(b), (d) and (e), all commissions and other remuneration which the
THIRD PARTY may have already earned, but have not yet been released shall
be forfeited in favor of the FIRST PARTY as and by way of liquidated damages.
For all other cases, forfeiture of the commission shall likewise take place if the
reason for the withdrawal by the THIRD PARTY is due to any of the reasons
referred to in paragraph 7.1(b), (d) and (e) or if the acts referred to were
committed prior to the release of commissions due.

8. NO EMPLOYER-EMPLOYEE RELATIONSHIP. Nothing herein contained shall be

interpreted to mean that an employer- employee relationship exists between the FIRST
PARTY on the one hand and the THIRD PARTY on the other hand. Payments to the
THIRD PARTY shall be in the form of commissions based solely on sales generated by
him/her. It is understood that the THIRD PARTY is an independent contractor tasked
merely to sell on commission basis the herein specified projects whose engagement is
for a specific and limited period.

9. INDEMNITY. Representations made by the THIRD PARTY to buyers/clients shall not

bind the FIRST PARTY and/or RLC unless written approval is given by the FIRST
PARTY and /or RLC. The THIRD PARTY agrees to be solely responsible and liable for
any liability to third parties arising from the misrepresentation or misconduct and hereby
holds free and harmless the FIRST PARTY and/or RLC from any liability to third parties
arising from the misrepresentation or misconduct and shall indemnify the FIRST PARTY
and/or RLC for any and all damages, losses, claims, actions and suits that may arise
from or in connection with his/her acts, omissions, misconduct, representations or
misrepresentations.

10. Should the FIRST PARTY resort

to the Courts for the protection of its rights or redress of its grievances under this
agreement, the THIRD PARTY hereby agree, jointly and solidarily, to pay the FIRST
PARTY, by way of Attorney's fees, a sum equivalent to twenty percent (20%) of the total
amount claimed, but which in no case shall be less than Thirty Thousand Pesos
(P30,000.00), an additional amount if the case reaches the Court of Appeals and/or the
Supreme Court, and finally, the cost and expenses of litigation, and the damages, actual
or consequential to which the FIRST PARTY may be entitled by law.

11. NOTICE. Notice permitted and required to be given under this Agreement shall be
deemed complied with if sent to the address of the parties as above-written or at such
new address as either party may advise the latter in writing.

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12. VENUE. Any and all actions or suits in connection with or arising from this agreement
shall be filed with or instituted in the proper courts of Pasig City to the exclusion of all
other venues.

13. MODIFICATION; WAIVER. The FIRST PARTY reserves the right to change, amend,
revise, modify or repeal any of the stipulations stated herein as well as the pricing,
payment, sales terms, policies and procedures at any time it deems proper without
notice to the THIRD PARTY. The THIRD PARTY agrees to strictly and faithfully comply
with such new, amended, revised, or modified stipulations, sales terms, policies and
procedures promulgated by the FIRST PARTY. It is further understood and agreed that
no failure or delay by the FIRST PARTY in exercising any right or remedy under this
Agreement shall be construed as a waiver of said right or remedy nor any single or
partial exercise of the same shall preclude further exercise thereof.

14. ASSIGNMENT. The THIRD PARTY shall not be allowed to assign, convey, dispose of
their rights, interests and obligations under this agreement and any violation hereof shall
be sufficient cause for termination or cancellation of this Agreement. Further, any such
assignment conveyance or disposition shall be considered NULL AND VOID.

15. SEPARABILITY. In case one or more provisions contained in this Agreement shall be
declared invalid, illegal or not enforceable in any respect by any competent authority, the
validity, legality and enforceability of the remaining provisions shall not be affected or
impaired thereby.

16. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, oral or
written, between the parties and is intended as a complete and exclusive statement of
the agreement between the parties.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this ___ day
of ____________________ at __________________________________

ROBINSONS PROPERTIES MARKETING

& MANAGEMENT CORPORATION

FIRST PARTY

_______________________
SECOND PARTY

By:

_______________________
THIRD PARTY

SIGNED IN THE PRESENCE OF:

_________________________ _________________________

(acknowledgment page follows)

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REPUBLIC OF THE PHILIPPINES
____________________________ ) S.S.

BEFORE ME, a Notary Public for and in ________________________________,

this____ day of _______________, personally appeared the following:

Name Competent Evidence of Identity Date/Place Issued

all known to me and to me known to be the same person who executed the forgoing instrument
and acknowledged to me that the same is of their free and voluntary act and deed.
It is further certified that the foregoing instrument refers to an Agreement consisting of
__________ (___) typewritten pages including this page on which the acknowledgment is
written with all pages duly signed by the parties herein and their instrumental witnesses at the
proper places and duly impressed with my notarial seal.

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

NOTARY PUBLIC
Doc. No. _____;
Page No._____;
Book No._____;
Series of _____.

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