MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement is made and entered into by and between:

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
CLIENT;
-AND-
RAIDEX PEST MANAGEMENT EXPERTS, INC., a corporation duly organized and existing under the
laws of the Republic of the Philippines with business address at Phase 7, Block 7, Lot 23, Pacita Complex
1, San Pedro City, Laguna represented by its Managing Director, MR. ALMHAR M. CERVANTES,
hereinafter referred to as the CONTRACTOR;
WITNESSETH, that
WHEREAS, under the Philippine laws and other implementing rules and regulations appurtenant
thereto, the CONTRACTOR have been granted the authority to operate and maintain license for Pest
Control Service Management in compliance with the mandate of the Fertilizer and Pesticide Authority
(FPA) and the Food and Drug Administration (FDA);
WHEREAS, the CONTRACTOR have the necessary experience and specialized and operational
know-how to implement and operate the pest control service;
WHEREAS, the CLIENT is a duly registered cooperative under the Cooperative Development
Authority based in Batangas City with large membership in Batangas Province, have signified its interest to
enter into this Memorandum of Agreement relative to the pest control management system of its FeedMill
located at National Highway, Banay-Banay, San Jose, Batangas;
WHEREAS, the CONTRACTOR has offered to render such pest control service to the CLIENT
which the client is willing and able to accept;
NOW, THEREFORE, for and in consideration of the foregoing, this Agreement is entered by
and between the CLIENT and the CONTRACTOR with the following covenants, to wit:

I. GENERAL PROVISION
a. This Agreement constitutes the whole of this Agreement between the Parties hereto
relating to the matters dealt with herein and, save to the extent otherwise provided herein,
no undertaking, representation, term or condition relating to the subject matter of this
Agreement not incorporated in this Agreement, shall be binding on any of the Parties;
b. No variation, addition, deletion, or agreed cancellation will be of any force or effect
unless in writing and signed by or on behalf of the Parties hereto. Failure or delay on the
part of any Party hereto in exercising any right, power or privilege hereunder will
constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of
any right, power or privilege preclude any other or further exercise thereof or the exercise
of any other right, power or privilege;
c. Save as otherwise herein provided, neither this Agreement nor any part, share or interest
therein nor any rights or obligations hereunder may be ceded, assigned, or otherwise
transferred without the prior written consent of the other Party;
d. Any consent or approval required to be given by any Party in terms of this Agreement
will, unless specifically otherwise stated, not be unreasonably withheld;
e. Each Party agrees that, in its respective dealings with the other Party under or in
connection with this Agreement, it shall act in good faith; and
f. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same agreement
as at the date of signature of the Party last signing one of the counterparts. The Parties
undertake to take whatever steps may be necessary to ensure that each counterpart is duly
signed by each of them without delay.

II. RESPONSIBILITIES OF THE PARTIES

A. The CLIENT shall undertake the following:
1. CLIENT shall appoint one(1) Pest Management Officer and at least one(1) in-House
Controller
2. Pest Management Officer (PMO) is tasked to verify the activities to be conducted by the In-
house Pest Controller by receiving accomplished daily reports and discussing the results with
them to come up with the appropriate recommendations and remarks
3. PMO will serve as record keeper of all documents pertaining to Pest Control, from
Contractor’s permits and licenses, the pesticides’ MSDS, labels, and certificate of product
registration, to the plant’s daily and monthly reports
4. PMO will coordinate with Contractor regarding schedules, reports to be submitted and
received, and if there are concerns pertaining to Pest Control
5. PMO will coordinate with management with regard to results of daily pest control activities
and reports coming from the CONTRACTOR if there is a need to implement certain
sanitation and structural recommendations or further need for replenishment, repair or
additional pest control chemical, device, material and equipment.
 6. In-House Pest Controllers (IHPC) is tasked to conduct daily monitoring of pest activities in
coverage areas based on a report form to be crafter by the CONTRACTOR.
7. IHPC will monitor and maintain pest control devices such as bait stations and traps
8. IHPC will apply pesticides whenever necessary based on guidelines and instructions to be
provided by the CONTRACTOR
9. IHPC will make sure equipment and pesticides are properly stored with corresponding
inventory
10. IHPC will faithfully accomplish forms daily then submit to PMO and discuss results and
possible recommendations needed to address observed concerns, if any.
B. The CONTRACTOR shall undertake the following:

1. CONTRACTOR shall provide pest control services to CLIENT facilities in which

CONTRACTOR shall oversee and supervise the implementation of the PEST Management
program at least twice a month;
2. CONTRACTOR shall set up a program in form of monitoring pest activities, the use and
maintenance of mechanical and physical devices, pest trending and audit reports, and the
application of chemicals through spot and surface spraying, fly bait granules, and misting
using pesticides approved by the FPA or FDA. Likewise, CONTRACTOR will provide a
water-based pesticides with no persisting odor.
3. Checking of rodent bait stations, cage traps, and glue trap stations to monitor its conditions
and effectiveness;
4. Monitoring of pest activity and concerns around the plant as a tool in coming up with a
monthly Pest Management Report;
5. Complete space spraying (misting) inside the plant and on outdoor areas within the plant lot to
eliminate flying insects present inside at the time of treatment;
6. Chemical spot, surface, and space spraying within the plant lot where cockroaches and ants
harborages and sightings are established;
7. Submission of Service Report indicating details of service rendered, chemicals used, and pest
management observations and recommendations;
8. Inspection visit of facilities and meeting with contact person to discuss pest control conditions
and inspection results, to achieve successful pest management;
9. Submission of Pest Management Report from our Certified Pesticide Applicator (CPA) /
Entomologist, summarizing all pest concerns, observations, and recommendations.

III. TERMS
a. This agreement will commence on March 1, 2017 until January 31, 2018. 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 service
shall be served to the CONTRACTOR not later than thirty (30) days prior to the expiry
date of the period herein agreed upon.

IV. WARRANTIES AND UNDERTAKINGS

a. The CONTRACTOR warrants, represents and undertakes on an ongoing basis that:
a.1 that all chemicals and products to be used during services subject herein shall be
duly approved by the Food and Drugs Administration (FDA) and shall provide the
necessary licenses, permits, and Material Safety Data Sheet (MSDS) for any and all
chemicals and products to be used. Further, CONTRACTOR shall indemnify and hold
CLIENT free and harmless from any liability, claim or suit arising out of negligence or
fault of the CONTRACTOR or any of its employees, officers, or agents in performing
the services subject of this contract.
Except as expressly stated in this Agreement, all warranties and conditions,
whether express or implied by statute, common law or otherwise are hereby excluded to
the extent permitted by law.

V. LIABILITY AND INDEMNITY

The CLIENT shall have no responsibility (whether to the Contractor or otherwise) in
respect of any losses which are not reasonably foreseeable, any indirect or consequential
losses, any loss of profit, use, anticipated savings, goodwill, reputation, or business contracts,
or any other form of pure economic loss, or any loss or damage suffered by the
CONTRACTOR as a result of, or in connection with, any claims brought against the
CONTRACTOR by any third party, howsoever arising (whether in contract, tort or otherwise)
and even if the CLIENT had been advised of the possibility or likelihood of the same.
The CONTRACTOR shall indemnify the CLIENT and its Affiliates against all
claims, liabilities, expenses, costs, loss or damage of whatever nature (including legal costs on
a full indemnity basis incurred by the CLIENT) brought against, suffered or incurred by the
CLIENT arising out of or in connection with this Agreement or the CONTRACTOR’S
performance or purported performance of or failure to perform the Services to be rendered.
 VI. SUBCONTRACTING AND THIRD PARTY CONTRACTS
a. The CONTRACTOR may, with prior written notice to the CLIENT, employ
subcontractors for the execution of any portion of its obligations under this
Agreement, but such subcontracting shall not relieve the CONTRACTOR of its
obligations under this Agreement and the CONTARCTOR shall remain liable for
any acts or omissions of such subcontractors. The CONTRACTOR shall further
ensure that all sub-contractors perform in terms of all applicable provisions of this
Agreement;
b. CLIENT shall have the right during the continued duration of this Agreement to
direct the CONTRACTOR to replace such sub-contractor upon 15 (fifteen) days
written notice if the sub-contractor’s performance is materially deficient, or good
faith doubts exist concerning the sub-contractor’s ability to render future
performance because of inter alia changes in the ownership, management, or the
financial condition of the sub-contractor;
c. Each subcontractor shall, prior to its appointment as subcontractor under this
Agreement, sign irrevocable, unconditional and written confidentiality and non-
disclosure undertakings in favor of CLIENT on terms and conditions acceptable to
the CLIENT;
d. All agreements of whatever nature concluded or to be concluded between the
CONTRACTOR and a Third Party in relation to the pest control service and the
like shall include a provision that the CONTRACTOR shall be entitled to freely
cede, assign and delegate its rights and obligations under such agreement to
CLIENT; save that should the CONTRACTOR be advised by a Third Party with
whom it is contracting that any agreement cannot be assigned to CLIENT,
alternatively, such contract can be assigned but at a cost to CLIENT, the
CONTRACTOR shall immediately notify the CLIENT of such fact as well as any
cost implications as a result of such inability (or ability to assign, as the case may
be) to assign and the CONTRACTOR shall not enter into such agreement without
the prior written consent of the CLIENT.
VII.NOTICES
a. Any notice or other document to be served under this Agreement to a Party may be served at
its business address at Sorosoro Ibaba Batangas City or at at San Pedro City, Laguna.
b. Either Party shall be entitled from time to time, by written notice to the other, to vary its
domicile address to any other address within Batangas Province, which is not a post office
box;
c. All notices given in terms of this Agreement shall be in writing and any notice given by one
Party to the other (the addressee) which:
c.1 is delivered by hand during the normal business hours at the addressee’s domicile
shall be deemed to have been received by the addressee at the time of delivery;
c.2 is sent by fax to the addressee’s fax number shall be deemed to have been received
by the addressee on the 1st (first) business day after the date of transmission thereof;
and
d. Notwithstanding anything to the contrary contained or implied in this Agreement, a written
notice or communication actually received by one of the Parties from the other including by
way of facsimile transmission shall be adequate written notice or communication to such
Party.

VIII. FORCE MAJEURE

a. Delay or failure to comply with or breach of any of the terms and conditions of this
Agreement if occasioned by or resulting from an act of God or public enemy, fire,
explosion, earthquake, perils of the sea, flood, war declared or undeclared, civil war,
revolution, civil commotion or other civil strife, riot, strikes, blockade, embargo,
sanctions, epidemics, act of any Government or other Authority, compliance with
Government orders, demands or regulations, or any circumstances of like or different
nature beyond the reasonable control of the Party so failing, will not be deemed to be a
breach of this Agreement nor will it subject either Party to any liability to the other;
b. Should either Party be prevented from carrying out its contractual obligations as a result
of a force majeure event lasting continuously for a period of 30 (thirty) days, either
Party shall be entitled, after due consultation with the other Party in an effort to come to
a mutually acceptable arrangement, to terminate the Agreement on written notice to the
other Party, without liability.
IX. INSURANCE
a. The CONTRACTOR shall, for the continued duration of this Agreement, have and
maintain sufficient insurance to cover its obligations and liabilities under this Agreement.
The CONTRACTOR shall provide CLIENT with a certificate of existence of such
insurance.
b. The terms of any insurance or the amount of cover shall not relieve the Supplier or
third party of any liabilities under this Agreement.
c. If the CONTRACTOR or its Personnel are involved in any occurrence which to their
knowledge may give rise to a claim under any insurance policy effected by the CLIENT,
the CONTRACTOR shall without delay:
c.1 notify the CLIENT of the circumstances giving rise to such occurrence, the
nature of the occurrence and the estimate of any loss or damage which may be
suffered as a result of such occurrence; and
c.2 provide CLIENT and its insurance brokers with any assistance reasonably
required in order to ensure that CLIENT is able to successfully prosecute such
insurance claim.

X. TERMINATION
a. Should either Party breach or otherwise be in default of any of its obligations
under or in terms of this Agreement and remain in default or fail to remedy such
breach, if such breach is indeed capable of remedy, within 30 (thirty) business
days of receipt of written notice calling upon it to do so, the other Party will be
entitled, but not obliged, in addition to any other rights which it may have or
remedies which may be available to it:
a.1. to cancel this Agreement, with or without claiming damages, provided that such
breach constitutes a material breach; or
a.2. to obtain an order against such defaulting Party for specific performance, with
or without claiming damages.
b. In the event that either Party commits an act of insolvency or is placed under a
provisional or final winding-up or judicial management order or if either Party
makes an assignment for the benefit of creditors, or fails to satisfy or take steps
to have set aside any judgment taken against it within 15 (fifteen) business days
after such judgment has come to its notice, then the other Party will be entitled
to terminate the Agreement on written notice.
XI. AMENDMENTS
a. No modifications of this Memorandum of Agreement (MOA) or any part thereof
shall be made except upon execution of a written instrument duly signed by both
parties; and

b. Should circumstances necessitate the revision of the agreements embodied in this

MOA, the concerned parties shall, prior to such revision, coordinate in the process of
revision and grant a reasonable grace period of implementation of such revision.

XII. ASSIGNMENT
Neither Party may assign, delegate or transfer its rights or benefits and/or
obligations under the terms of this Agreement to any third party without the prior written
consent of the other Party, provided that the CLIENT may assign its rights and benefits
under the terms of this Agreement to any of its Affiliates, and in the event of such
assignment, the duties and obligations of the CLIENT under this Agreement may be
performed by its assignee in lieu of the CLIENT.
Further, notwithstanding any consent given by the CLIENT for any assignment,
delegation or transfer of the CONTRACTOR’S rights or benefits and/or obligations
under the terms of this Agreement, the CONTRACTOR shall remain solely responsible
to the CLIENT for observing and complying with and the due performance of all the
duties, obligations, undertakings, warranties and covenants of the CONTRACTOR set
out in this Agreement.
XIII. SEVERABILITY
If any term, condition, provision or performance, or any part of a term,
condition, provision or performance of this Agreement is determined to be invalid,
illegal, unlawful or unenforceable to any extent, that term, condition, provision or
performance or the relevant part thereof shall be severed from the remaining terms,
conditions, provisions and performance of this Agreement, or amended to make it valid,
legal, lawful and enforceable, in such a manner as to leave the amended Agreement
substantially the same in essence, and this Agreement so amended shall remain in force
and effect.
XIV. CONFIDENTIALITY
The CONTRACTOR acknowledges that all information relating to the
CLIENT and/or its operations are confidential and belong to the CLIENT. The
CONTRACTOR shall maintain and cause to be maintained the confidentiality of all
such information, and shall not without the prior written consent of the CLIENT (which
shall not be unreasonably withheld), copy or use or disclose any such information
whether during or after the termination of the Term to any person save and to the extent
that such use or disclosure is necessary.
XV. NON-EXCLUSIVITY
The CONTRACTOR acknowledges and agrees that it may not be the exclusive
provider of the Services to the CLIENT and the CLIENT may procure the Services or
services similar to the Services from or otherwise conduct business with other parties
who may be in competition, whether directly or indirectly, with the CONTRACTOR.
XVI. REMEDIES FOR DEFECTS AND NON-CONFORMING SERVICES
1. If any of the Services required to be performed by the CONTRACTOR under this
Agreement is or are not performed, or performed incompletely or otherwise than in accordance
with this Agreement, the CLIENT shall not be required to pay the CONTRACTOR the fees for
those Non-Conforming Services, and the CLIENT may, at its sole discretion, and in addition to
any other rights of the CLIENT under this Agreement or at law:
(i) by written notice to the CONTRACTOR, require the CONTRACTOR to re-execute,
rectify or remedy the Non-Conforming Services to the satisfaction of the CLIENT at the
CONTRACTOR’S own cost and expense; and/or
(ii) take such action and make such arrangements as it otherwise thinks appropriate to
rectify or remedy the failure, including engaging any other person to provide and complete those
Non-Conforming Services by such means and in such manner as the CLIENT may consider
appropriate in the circumstances; and
2. the CONTRACTOR shall pay the CLIENT on demand liquidated damages for each
Non-Conforming Services based on the requirements specified against such Services.

XVII. WAIVER
The failure of either Party to insist upon a strict performance of any of the terms
or provisions of this Agreement or to exercise any option, right or remedy herein
contained, shall not be construed as a waiver or as a relinquishment in the future of such
term, provision, option, right or remedy, but the same shall continue and remain in full
force and effect throughout the term of this Agreement. No waiver by either Party of any
term or provision thereof shall be deemed to have been made unless expressed in writing
and signed by an authorized representative of such Party.
XVIII. EFFECTIVITY
This Memorandum of Agreement shall take effect upon signing by the Parties
to the Agreement.

IN WITNESS WHEREOF, the parties hereto have affixed their respective signatures
this ____ day of ______________, 2017 in __________________ Philippines.

SOROSORO IBABA DEVELOPMENT RAIDEX PEST MANAGEMENT

COOPERATIVE (SIDC) EXPERTS, INC.

By: By:

______________________ ______________________________
HON. RICO B. GERON MR. ALMHAR M. CERVANTES
CLIENT CONTRACTOR

SIGNED IN THE PRESENCE OF:

___________________________ __________________________________
MR. NINO JESUS G. BAGUI MS. MARIA JESUSA F. CERVANTES
Senior Manager – FeedMill Admin and Finance Executive

__________________________
MR. RAMIL CUETO
Branch Supervisor – San Jose Sales Office

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

________________________________) S.S.

BEFORE ME, this _______ day of ________ 20____ in the __________________,

Philippines personally appeared the following:

Name CTC Number Date and Place Issued

 1. RICO B. GERON 30627998        January 11, 2017 / Batangas City
2. ALHMAR M. CERVANTES __________ __________________________

Know to me to be the same persons who executed the foregoing instrument, and they
acknowledged to me the same is their free act and deed.

This Memorandum of Agreement consisting of _____ (__) pages, including the page on which
this acknowledgement is written, has been signed in the left margin of each and every page thereof
by the herein parties and their witnesses, and sealed with my notarial seal.

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

NOTARY PUBLIC

Doc No. _________;

Page No. ________;
Book No. ________;
Series of 20_______.