Designer MOA Updated 06142017

MEMORANDUM OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This MEMOMRANDUM OF AGREEMENT (hereinafter referred to as

“MOA”) entered and executed by and between:
SANITARY CARE PRODUCTS ASIA INC., a corporation duly organized

and existing under and by virtue of the laws of the Philippines, with office
address at Antonio Drive, Bagumbayan, Taguig City herein represented by
its President, Mr. VENJOSEF M. SIO, hereinafter referred to as the
“COMPANY”,
-and-
ALEXANDRA AMANDA M. EDUQUE, single, Filipino and with office

address at Room 806, 8th Flr., V. Madrigal Bldg., 6793 Ayala Ave., Makati
City, hereinafter referred to as the “DESIGNER”.
(collectively known as the “PARTIES”)
WITNESSETH: That--
WHEREAS, the Company proposes to engage the services of the

Designer for a specified project and the Designer hereby accepts the
proposal of the Company;
WHEREAS, the PARTIES hereby enter into this MOA to define their
respective rights, duties and responsibilities hereto.
NOW, THEREFORE, for and in consideration of the covenants and

agreements contained herein, the PARTIES hereto hereby agree as
follows:
1. SERVICES
a. Designer will create drawings and doodles to be used primarily on

special edition Christmas tissue boxes and other company products.
The Designer’s role is strictly confined to the design process only.
b. The production, layouts, manufacturing and selling will be
undertaken solely by the Company.
c. Marketing and promotion of the products will be the joint

responsibility of Designer and the Company.
d. The Designer shall submit a mood board for approval on 21 June

2017 and the final original artwork no later than July 7, 2017.
2. FEES
a. In consideration of the services to be performed by Designer, the

Company shall pay the amount of FIFTY THOUSAND PESOS
(PhP 50,000.00) to the Designer and a donation shall also be made
to Move.Org Foundation, Inc. as the beneficiary of the Company’s
Christmas project.
b. Payments to Designer and Move.Org Foundation shall be made

separately after the design is submitted to, rendered and final
layouts have been approved by the company.
3. TERM
This MOA shall be effective for the duration of this project

(conceptualization to final production and sales), upon signing
hereof.
4. OWNERSHIP
a. All rights, title and interest in and to the Designer’s original artwork,
designs and/or modifications, created, developed or conceptualized
under this MOA, shall be exclusively owned by the Company, but
can be used by the Designer for portfolio and marketing purposes.
b. The Company has the right to use said drawings, designs and/or
artworks of Designer for the production of their approved product
line without written authority from the Designer.
5. EXCLUSIVITY
a. Designer is not allowed to use any of the designs, techniques,

technical processes of manufacturing, and marks of the resulting
items, products and units to be manufactured under this MOA.
b. Designer hereby undertakes that she shall neither use nor execute
for any third party any of the resulting items, products and units or
similar items, products or units to be manufactured under this MOA.
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c. Designer shall not conduct any business, whether for promotional,
marketing or any other purpose using or in any manner utilizing the
designs, technical processes of manufacturing, and marks of the
resulting items, products and units to be manufactured under this
MOA.
d. Designer shall not conduct any business, whether for promotional or

marketing or any other purpose, that is in direct competition with the
business of Sanicare for the duration of this MOA.
6. LIQUIDATED DAMAGES
The PARTIES acknowledge and agree that any such breach of their
respective obligations as stated in this MOA shall entitle the other
PARTY to the following remedies: (a) specific performance and other
injunctive relief without the necessity of posting a bond, in addition to
whatever remedies each party might have at law; (b) liquidated
damages in the amount of Thirty Thousand Pesos (PhP30,000.00);
(c) indemnification from any loss or harm, including, without
limitation, actual damages, costs of suit, and attorney's fees.
7. TERMINATION
a. Either PARTY may terminate this MOA by giving the other PARTY a
written notice of thirty (30) days prior to the intended date of
termination.
b. This MOA may also be terminated by either party by reason of a

breach thereof committed by the other party or by a substantial
deviation from any of the obligations or stipulations herein contained,
which breach is not remedied by the breaching PARTY within five
(5) days from receipt of written notice of such breach; provided, that
in such cases, the written notice to terminate must be complied with
at least one (1) week before the intended date of termination.
8. ENTIRE AGREEMENT
This MOA performs to the entire agreement of the PARTIES and

renders void any and all agreements and understandings, verbal
and/or written, previously entered into by and between the PARTIES
hereto.
9. AMENDMENT
No amendment, modification or alteration of this MOA shall be valid

except by an instrument in writing duly signed by the PARTIES
hereto.
3
10. SEVERABILITY
Should any provision of this MOA be found to be invalid, illegal or

unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions of this MOA shall not be affected or
impaired in any way.
11. APPLICABLE LAWS AND VENUE
This MOA and the rights and obligations of the PARTIES hereunder
shall be governed by, and be construed in accordance with, the laws
of the Republic of the Philippines. The PARTIES hereby irrevocably
agree that any legal action or proceeding arising out of or relating to
this MOA shall be brought exclusively in the proper courts of the City
of Taguig, Republic of the Philippines.
IN WITNESS WHEREOF, the PARTIES hereto have hereunto signed this

Memorandum of Agreement this 9th day of June 2017 in Makati City,
Philippines.
SANITARY CARE PRODUCTS ASIA INC.

COMPANY
Represented by:
VENJOSEF M. SIO
President
ALEXANDRA AMANDA M. EDUQUE

DESIGNER
SIGNED IN THE PRESENCE OF:
_______________________ _____________________
Michelle D. Nieto Ma. Theresa Urra-Lagman
Marketing Officer Executive Director
Sanitary Care Products Asia Inc. Move.Org Foundation, Inc.
TIN: TIN: 108-144-480
4
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)

MAKATI CITY )SS.
BEFORE ME, a notary Public for and in Makati City, personally appeared
the following:
Name TIN
VENJOSEF M. SIO 214-033-187
ALEXANDRA AMANDA M. EDUQUE 277-601-152
known to me and to me known be to the same persons who executed the

foregoing instrument and acknowledged that the same is of their free and
voluntary act and deed. This agreement consists of five (5) pages,
including the page upon which this Acknowledgment is written; and that all
the pages thereof have been duly signed by the parties and their
instrumental witnesses.
IN WITNESS WHEREOF, I have hereto set my hand and affixed my

notarial seal this _______ day of ________________ 2017.
NOTARY PUBLIC
Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2017.

Designer MOA Updated 06142017

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MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This MEMOMRANDUM OF AGREEMENT (hereinafter referred to as

SANITARY CARE PRODUCTS ASIA INC., a corporation duly organized

ALEXANDRA AMANDA M. EDUQUE, single, Filipino and with office

(collectively known as the “PARTIES”)

WHEREAS, the Company proposes to engage the services of the

NOW, THEREFORE, for and in consideration of the covenants and

a. Designer will create drawings and doodles to be used primarily on

c. Marketing and promotion of the products will be the joint

d. The Designer shall submit a mood board for approval on 21 June

a. In consideration of the services to be performed by Designer, the

b. Payments to Designer and Move.Org Foundation shall be made

This MOA shall be effective for the duration of this project

a. Designer is not allowed to use any of the designs, techniques,

d. Designer shall not conduct any business, whether for promotional or

b. This MOA may also be terminated by either party by reason of a

This MOA performs to the entire agreement of the PARTIES and

No amendment, modification or alteration of this MOA shall be valid

Should any provision of this MOA be found to be invalid, illegal or

11. APPLICABLE LAWS AND VENUE

IN WITNESS WHEREOF, the PARTIES hereto have hereunto signed this

SANITARY CARE PRODUCTS ASIA INC.

ALEXANDRA AMANDA M. EDUQUE

SIGNED IN THE PRESENCE OF:

REPUBLIC OF THE PHILIPPINES)

known to me and to me known be to the same persons who executed the

IN WITNESS WHEREOF, I have hereto set my hand and affixed my

Doc. No. _____;

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