EXCLUSIVE AGENCY AGREEMENT

This Exclusive Agency Agreement is made and entered into this 9

th
of March 2014 by and
between ol!hy with its !rinci!al !lace of business located at Manila "the #Agent$% and the
&om!any &an'eron( )nc( with its !rinci!al !lace of business located at &ebu* &ity "the
#&om!any$%
+,E-EA.* &om!any is in the business of develo!ing* manufacturing and selling
throughout the /hili!!ines of a Medicine to cure can'er sore0
+,E-EA.* &om!any wishes to a!!oint Agent as its agent to mar'et and !romote
such !roducts in such countries on an exclusive basis0
12+* T,E-E32-E* the /arties hereby agree as follows4
1. Grant of Right
"a% A!!ointment( .ub5ect to the terms and conditions of this Agreement* &om!any hereby
a!!oints the Agent as its exclusive Agent to mar'et and !romote the /roduct of Medicine* and
to solicit !urchase orders for the /roducts* in the Territory( Agent hereby acce!ts such
a!!ointment and agrees not to use a third !arty to !erform its obligations !ursuant to this
Agreement without the !rior written consent of &om!any( )t is ex!ressly agreed that the Agent
has no authority to enter into agreements or ma'e any commitments on the &om!any6s behalf(
"b% -estrictions on Agent6s Activities( Agent shall not4 i% sell the !roduct to any other
!rovinces other than in Manila( ii% /roducts shall be sold accordingly to the suggested retail
!rice ".-/% dictated by 7ohn(
"c% -estrictions on &om!any6s Activities(* &om!any shall not* and shall !rocure an
underta'ing from its agents or other intermediaries for territories other than the Territory that
they will not4 i% engage in any !romotional activities relating to the /roducts directed
!rimarily to customers in the Territory* "ii% solicit orders for /roducts from any !ros!ective
customer located in the Territory* or "iii% solicit orders for /roducts from any !ros!ective
customer located outside the Territory with a view to their ex!ortation to the Territory(
2. Trademar!
"a% 2wnershi!( The Agent ac'nowledges &om!any6s exclusive ownershi! of the
Trademar's and ac8uires no right* title or interest in or to the Trademar's hereunder( Any and
all goodwill associated with the Trademar's will inure exclusively to the benefit of &om!any(
uring the Term* the Agent shall not attem!t to register any of the Trademar's or any
trademar's* service mar's* logos* brand names* trade names* domain names and9or slogans
confusingly similar to the Trademar's( The Agent shall execute such documents and do all
such acts and things as may be necessary in &om!any6s reasonable o!inion to establish
&om!any6s ownershi! of any rights in and to the Trademar's* at &om!any6s ex!ense(
"b% :rant of -ights( &om!any hereby grants to the Agent for the Term* and sub5ect to the
terms and conditions herein* a non;exclusive* non;transferable* revocable right to use the
Trademar's in connection with the mar'eting and !romotion of the /roducts in the Territory
in accordance with the terms and conditions of this Agreement and any guidelines issued by
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&om!any from time to time( uring the Term* Agent shall have the right to indicate to the
!ublic that it is an authori<ed Agent of the /roducts(
". Agent#! $%&igation!.
)n addition to such other duties and obligations as are set forth in this Agreement* the Agent
shall4
"a% iligently mar'et and !romote the /roducts* and solicit !urchase orders for the
/roducts* within the Territory of Manila0
"b% Ma'e a monthly order worth =0*000 !esos of goods0
"c% .old accordingly to the suggested retail !rice ".-/% dictated by 7ohn(
"d% >e charged with the 3reight(
"e% Made !ayments through !ost dated chec' 90days from sale(
'. Com(an)#! $%&igation!.
)n addition to such other duties and obligations as are set forth in this Agreement* the
&om!any shall4
"a% Assist the Agent by !roviding an ade8uate su!!ly of /roduct !rice lists* catalogues
and other !romotional literature at no charge to the Agent0
*. +,ote! and -,r.ha!e $rder!
"a% The &om!any shall have the right* from time to time in its sole discretion and without
notice* to amend !rices* terms of !ayment and the :eneral Terms and &onditions of .ale(
The Agent shall !rom!tly forward to the &om!any co!ies of all !ro!osals made by the Agent
to current or !ros!ective customers(
"b% All !urchase orders for and offers to !urchase /roducts received by the Agent shall
!rom!tly be forwarded to the &om!any and are sub5ect to acce!tance by the &om!any(
The &om!any reserves the right in its sole discretion to acce!t or re5ect any such order or
offer* and to cancel or delay any order* in whole or in !art* at any time after acce!tance*
without incurring any liability to the Agent for commissions* damages or otherwise(
The &om!any shall send the Agent a co!y of all acce!tances or re5ections sent by it to
customers with res!ect to !urchase orders or offers !rocured by the Agent from customers(
"c% The &om!any shall invoice all customers directly* and all !ayments due from
customers shall be made directly to the &om!any( )n the event !ayment for /roducts is made
by any customer to the Agent* the Agent shall immediately forward such !ayment to the
&om!any(
/. Commi!!ion! and E0(en!e!
"a% The &om!any shall !ay to the Agent* as com!ensation for its services during the
Term* a commission of five "=% ? of the 1et /roduct .ales(
/ayment of commission shall be made by the &om!any to the Agent on or before the 1=
th
day
of the month following the calendar 8uarter of recei!t by &om!any of !ayment for /roducts
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from its customer( At the time of !ayment of commission* the &om!any shall furnish the
Agent with an itemi<ed statement setting forth the com!utation of commissions(
"b% )n the event of termination of this Agreement for any reason* the &om!any shall be
obligated to !ay commissions only with res!ect to !urchase orders for /roducts !rocured by
the Agent from customers in the Territory !rior to termination of this Agreement and
subse8uently acce!ted by the &om!any(
"c% 3reight shall be charge to the Agent(
1. Non2Com(etition.
uring the Term and for a !eriod of one "1% year after voluntary termination of the Agreement
by the Agent or termination by the &om!any* the Agent shall not* directly or indirectly*
mar'et* sell or !romote the sale of* or otherwise commercially deal in or with* any !roducts or
services within the Territory that will then be in com!etition with the /roducts(
3. Confidentia&it)
"a% 2bligations of 1on;isclosure and 1on;@se( @nless otherwise agreed to in advance*
in writing* by the disclosing /arty or exce!t as ex!ressly !ermitted by this Agreement* the
receiving /arty will not* exce!t as re8uired by law or court order* use &onfidential )nformation
of the disclosing /arty or disclose it to any third !arty for the Term and for a !eriod of three
"A% years thereafter(
The receiving /arty may disclose &onfidential )nformation of the disclosing /arty only to
those of its em!loyees or contractors who need to 'now such information( )n addition* !rior to
any disclosure of such &onfidential )nformation to any such em!loyee or contractor* such
em!loyee or contractor shall be made aware of the confidential nature of the &onfidential
)nformation and shall execute* or shall already be bound by* a non;disclosure agreement
containing terms and conditions consistent with the terms and conditions of this Agreement(
)n any event* the receiving /arty shall be res!onsible for any breach of the terms and
conditions of this Agreement by any of its em!loyees or contractors(
The receiving /arty shall use the same degree of care to avoid disclosure of the disclosing
/arty6s &onfidential )nformation as the receiving /arty em!loys with res!ect to its own
&onfidential )nformation of li'e im!ortance* but not less than a reasonable degree of care(
"b% -eturn of &onfidential )nformation( @!on the termination or ex!iration of this
Agreement for any reason* or u!on the disclosing /arty6s earlier re8uest* the receiving /arty
will deliver to the disclosing /arty all of the disclosing /arty6s !ro!erty or &onfidential
)nformation in tangible form that the receiving /arty may have in its !ossession or control(
The receiving /arty may retain one co!y of the &onfidential )nformation in its legal files(
4. Infringement of Inte&&e.t,a& -ro(ert) Right!(
The Agent agrees that if it is notified or otherwise obtains 'nowledge of any actual or alleged
infringement of the Trademar's or any other intellectual !ro!erty rights of &om!any by a
third !arty in the Territory* the Agent will !rom!tly notify the &om!any( 1o legal !roceedings
shall be instituted by the Agent against any third !arty in res!ect of any such actual or alleged
infringement without the !rior written consent of &om!any( Agent shall coo!erate fully with
&om!any in any legal !roceedings instituted by &om!any* at &om!any6s ex!ense(
15. Term and Termination
"a% Term( This Agreement shall commence on the Effective ate and shall continue for a
term of ten "10% years following the Effective ate(
A
@!on ex!iration of the )nitial Term and each -enewal Term thereafter* this Agreement will be
automatically renewed for an additional one "1% year term "the #-enewal Term$% unless
terminated by either /arty u!on ten "10% calendar days written notice to the other /arty !rior to
the ex!iration of the )nitial Term or any -enewal Term(
"b% Termination +ithout &ause( After the =th year of this Agreement* this Agreement
may be terminated by &om!any at any time for any reason by giving ten "10% calendar days
written notice of such termination to the Agent( Agent may terminate this Agreement at any
time for any reason by giving ten "10% calendar days written notice of such termination to the
&om!any(
"c% Termination for Material >reach( This Agreement may be terminated by either /arty
by giving ten "10% calendar days written notice of such termination to the other /arty in the
event of a material breach by the other /arty( #Material breach$ shall include4 "i% any violation
of their obligations( "ii% Agent6s failure to meet the agreed 1et /roducts .ales target for a
twelve month !eriod* "iii% any activity or assistance by Agent of challenging the validity or
ownershi! of the Trademar's or any other intellectual !ro!erty rights of &om!any* "iv% an act
of gross negligence or willful misconduct of a /arty* or "v% the insolvency* li8uidation or
ban'ru!tcy of a /arty(
"d% Effect of Termination( @!on termination of this Agreement* the Agent shall cease all
mar'eting and !romotion of* and the solicitation of !urchase orders for* the /roducts and
!rom!tly return to the &om!any all demonstration units* !romotional literature and other
similar materials or effects which the &om!any may have furnished to the Agent in connection
with its activities hereunder( @!on any termination of this Agreement* the &om!any shall not
be liable to the Agent for loss of future commissions* goodwill* investments* advertising or
!romotional costs or li'e ex!enses(
11. 6or.e Ma7e,re.
Either /arty shall be excused from any delay or failure in !erformance re8uired hereunder if
caused by reason of any occurrence or contingency beyond its reasonable control* including*
but not limited to* acts of :od* acts of war* fire* insurrection* stri'es* loc';outs or other serious
labor dis!utes* riots* earth8ua'es* floods* ex!losions or other acts of nature(
The obligations and rights of the /arty so excused shall be extended on a day;to;day basis for
the time !eriod e8ual to the !eriod of such excusable interru!tion( +hen such events have
abated* the /arties6 res!ective obligations hereunder shall resume(
)n the event the interru!tion of the excused /arty6s obligations continues for a !eriod in excess
of ten "10% calendar days* either /arty shall have the right to terminate this Agreement u!on
ten "10% calendar days6 !rior written notice to the other /arty(
12. Non2-,%&i.it).
Each of &om!any and Agent agree not to disclose the existence or contents of this Agreement
to any third !arty without the !rior written consent of the other /arty exce!t4 "i% to its advisors*
attorneys or auditors who have a need to 'now such information* "ii% as re8uired by law or
court order* "iii% as re8uired in connection with the reorgani<ation of a /arty* or its merger into
any other cor!oration* or the sale by a /arty of all or substantially all of its !ro!erties or assets*
or "iv% as may be re8uired in connection with the enforcement of this Agreement(
1". A!!ignment.
1either /arty may without written a!!roval of the other assign this Agreement or transfer its
interest or any !art thereof under this Agreement to any third !arty exce!t that a /arty may
assign its rights or obligations to a third !arty in connection with the merger* reorgani<ation or
ac8uisition of stoc' or assets affecting all or substantially all of the !ro!erties or assets of the
assigning /arty(
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1'. In7,n.ti8e Re&ief.
The harmed /arty will be entitled to in5unctive relief for the other /arty6s breach of any of its
obligations under the said Articles without !roof of actual damages and without the !osting of
bond or other security( .uch remedy shall not be deemed to be the exclusive remedy for such
violation* but shall be in addition to all other remedies available at law or in e8uity(
1*. Go8erning La9 and :i!(,te Re!o&,tion.
This Agreement shall be governed by and construed in accordance with the laws of
/hili!!ines* without giving effect to any choice of law or conflict of law !rovisions( The
/arties consent to the exclusive 5urisdiction and venue in the regional trial courts in the city of
&ebu(
)1 +)T1E.. +,E-E23* and intending to be legally bound* the /arties have duly
executed this Agreement by their authori<ed re!resentatives as of the date first written above(
.igned for and on behalf of .igned for and on behalf of
&an'eron( )nc( ol!hy
>y4 >y4
1ame4 Mr( 7ohn de la &ru< 1ame4 Mr( ol!hy
=