Transactional Venture Partner Agreement

REPUBLIC OF THE PHILIPPINES )
___________________________________ ) S.S
TRANSACTIONAL VENTURE PARTNER AGREEMENT
This Transactional Venture Partner Agreement is made on this 18th day of February, 2023, between
PRIMOWAY SPECIALIZED GOODS TRADING, a sole proprietorship duly organized and existing in
accordance with the laws of the Philippines with principal office address at Purok Kapatan, Barangay
Matimbo, City of Malolos, Bulacan, Philippines, and represented by PATRICK JAMES SEVILLA
CHING, hereafter referred to as (“FIRST PARTY”);
- and -
ECOR TRADING AND MARKETING SOLUTIONS, OPC, a one-person corporation duly organized
and existing in accordance with the laws of the Philippines with principal office address at 24th Floor,
BGC Corporate Center, 11th Avenue corner 30th Street, Bonifacio Global City, Taguig, Philippines,
and represented by EDGAR ZARA CORNELIO, hereinafter referred to as (“SECOND PARTY”)
Collectively referred to as “PARTIES”.
WITNESSETH:
WHEREAS, the Second Party hereby intends to share in the funding of the transaction for the
Procurement of Mid-Upper Arm Circumference (MUAC) Tape for Children and Adult with project
identification number: 2023-077 of the Department of Health – Central Office in the amount of Nine
Hundred Sixty-Five Thousand One Hundred Ninety-Three Pesos Only (PhP965,193.00);
WHEREAS, the fund share of Nine Hundred Sixty-Five Thousand One Hundred Ninety-Three Pesos
Only (PhP965,193.00) initiated by the Second Party shall be deposited to the nominated bank account of
First Party or to the agreed/approved Supplier (Manufacturer or Distributor) of the goods/items, and will
be directly disbursed to the transaction.
NOW THEREFORE, for and in consideration of the foregoing premises, mutual covenants and
agreements herein, the parties hereby agree as follows:
1. FUNDING TRANSACTION
The First Party shall serve as the Transaction Manager who shall originate the business opportunities,
undertake extensive due diligence, facilitate the regular and end-to-end tracking of the logistical flow
of the goods, monitor transactional timelines, assist in securing the required insurances and bonds,
provide regular operational reports to the Second Party, and keep tabs on liquidations.
The Second Party undertakes that the documentation side of the entire bidding/procurement process
and share the funding of the transaction based on his own due diligence, risk appetite and preference.
The First Party shall provide the Second Party transparent and timely reports on all operational
concerns on the co-funded transaction. The First Party shall ensure that the Second Party shall be
informed of the due diligence it conducted on the funded transaction. The First Party shall further
provide and furnish the Second Party reasonable access to information on the contracts and records
of the transaction, and such relevant information and documents as the Second Party may reasonably
require.
2. FUNDING BASE FUND

The Second Party hereby agrees to provide the funding support for the transaction in the amount of
Nine Hundred Sixty-Five Thousand One Hundred Ninety-Three Pesos Only (PhP965,193.00)
drawn against the initiated base fund Nine Hundred Sixty-Five Thousand One Hundred Ninety-
Three Pesos Only (PhP965,193.00).
Upon the execution of this Agreement, the Second Party shall release the entire base fund, which
shall be directly deposited to the First Party’s nominated bank account or to the agreed/approved
Supplier (Manufacturer or Distributor) of the goods/items.
3. RATE OF RETURN
The Rate of Return provided to the Second Party shall be 50% of the transaction [or prorated, as
agreed upon] based on the computed Total Net Income.
4. HOLDING PERIOD OF BASE FUND

The holding period for the base fund shall be for a period of 60 to 90 days from the issuance of the
Contract and/or Notice to Proceed by the Department of Health – Central Office. Once funds are
disbursed to the funded transaction, the funds should go through full liquidation before the Second
Party can formally opt-out.
5. TERM AND PAYMENT

The term of this Agreement shall commence on the date of this Agreement and shall continue in full
force and effect unless this Agreement is terminated as hereinafter set out.
The term of the transaction is 60 to 90 days.
Upon full liquidation, the Second Party shall receive the principal amount and the net income earned
in Philippine Peso (PhP). Any fluctuations on the movements of foreign exchange will be borne by
the Parties.
The Agreement is deemed terminated upon full and complete liquidation of the co-funded
transaction.
6. TAXES, COSTS AND EXPENSES

Taxes, costs, and all other related expenses to be incurred as a result of the execution of this
Agreement shall be borne equally by the Parties.
7. ASSIGNMENT
This Agreement shall bind and inure to the benefit of both Parties and their respective successors and
assigns provided that:
7.1 A party may not assign its rights or obligations hereunder without prior written consent of the
other party.
7.2 A party may, upon notifying the other party, assign all or any of its rights under this
Agreement provided that as a result of such assignment, the other party shall not be liable to
pay any such assignee any greater amount than it would have been obliged to give or share had
the assignor remained a party in this Agreement.
8. CONFIDENTIALITY
The Parties agree that all information provided pursuant to this Agreement is confidential and
proprietary to the party providing the information and no party shall use any information provided
by any other party for any purpose than as permitted or required for performance under, or the
enforcement of, this Agreement.
The Parties agree not to disclose or provide any information provided hereunder to any third party,
with the exclusion of branches, affiliates, or subsidiaries of transactional venture partners.
Further, nothing provided herein shall prevent any party from disclosing information to the extent
the information is (i) to hereafter become part of the public domain through no fault of the party; (ii)
received from or furnished to a third party without similar restriction of the third party right; (iii)
disclosed pursuant to requirements of law; or (iv) already know to it.
9. AMENDMENTS
No Amendments of any provision of this Agreement shall be made unless the same shall be in
writing and shall be mutually agreed upon by the parties.
10. NOTICES
All notices, requests, demands or other communications to or upon the respective parties hereto shall
be given or made by telex, cable or telephone, email or by mail to the party to which such notice,
request, demand or other communication is required or permitted to be given or made under this
Agreement addressed to the parties indicated in this Agreement or at such other address as either
party hereto may hereafter specify to the other in writing from time to time.
11. ENTIRE AGREEMENT

This Agreement, including its recitals, sets forth the entire agreement between the parties with
respect to the subject matter hereof and shall be amended only in writing signed by both parties.
12. SEVERABILITY OF PROVISIONS

If one or more of the provisions contained in this Agreement shall become invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired.
13. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Republic of the
Philippines. The venue of any and all judicial actions arising from or connected with the execution,
implementation, operation, and termination of this Agreement shall be vested exclusively in the
proper courts of the City of Pasig, Philippines.
IN WITNESS WHEREOF, the parties hereto have read and understood all terms contained herein and
hereby signed this 18th day of February 2023 at City of Manila, Metro Manila, Philippines.
FIRST PARTY: SECOND PARTY:
PRIMOWAY SPECIALIZED GOODS TRADING
PATRICK JAMES S. CHING EDGAR Z. CORNELIO

Sole Proprietor / Owner Signature over Printed Name
SIGNED IN THE PRESENCE OF:
_____________________________ ___________________________
ACKNOWLEDGMENT
BEFORE ME, a Notary Public for and in _____________, personally appeared on the ____ of
______, 2023 in ______________, Philippines.
NAME PASSPORT NO. DATE/PLACE ISSUED
September 2019, City of Manila, Metro

PATRICK JAMES S. CHING N04-14-001697
Manila, Philippines
February 2021, City of Manila, Metro

EDGAR Z. CORNELIO P6382527B
Manila, Philippines
Known to me and to me known to be the same persons who executed the foregoing Co-Lender
Agreement and acknowledged to me that the same is their own free and voluntary act and deed and of
the corporation/s herein represented.
Witness my hand and seal this ___ day of February 2023.
NAME OF NOTARY PUBLIC

Serial No. of Commission _______________
Notary Public for _______ until __________
Roll of Attorneys No. __________________
PTR No. ______
IBP No. ______
MCLE Accreditation No. _______
MCLE Expiration No. _______
Doc. No. _____

Page No. _____
Book No. _____
Series of _____

Transactional Venture Partner Agreement - Sentinel - 2020-0002-0006

Uploaded by

Copyright:

Available Formats

Transactional Venture Partner Agreement - Sentinel - 2020-0002-0006

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Transactional Venture Partner Agreement - Sentinel - 2020-0002-0006

Uploaded by

Copyright:

Available Formats

REPUBLIC OF THE PHILIPPINES )

Collectively referred to as “PARTIES”.

2. FUNDING BASE FUND

4. HOLDING PERIOD OF BASE FUND

5. TERM AND PAYMENT

The term of the transaction is 60 to 90 days.

6. TAXES, COSTS AND EXPENSES

11. ENTIRE AGREEMENT

12. SEVERABILITY OF PROVISIONS

13. GOVERNING LAW AND JURISDICTION

FIRST PARTY: SECOND PARTY:

PRIMOWAY SPECIALIZED GOODS TRADING

PATRICK JAMES S. CHING EDGAR Z. CORNELIO

SIGNED IN THE PRESENCE OF:

NAME PASSPORT NO. DATE/PLACE ISSUED

September 2019, City of Manila, Metro

February 2021, City of Manila, Metro

Witness my hand and seal this ___ day of February 2023.

NAME OF NOTARY PUBLIC

Doc. No. _____

You might also like