MOA (FINAL) - Ultracore and Stahlbau

MEMORANDUM OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Memorandum of Agreement (herein referred to as the

“Agreement”) is entered into by and between:
ULTRACORE CONSTRUCTION AND DEVELOPMENT

CORPORATION, a domestic corporation duly existing and registered
under the laws of the Philippines, with principal office address at Door 4
and 5 Minda Comm. Bldg., Diversion Road, Davao City, represented by
JOSEF H. MERIN, its President and CEO (herein referred to as the
“PRINCIPAL ENTITY”);
- and -
STAHLBAU PHILS., INC., a domestic corporation duly existing

and registered under the laws of the Philippines, with principal office
address at Unit 2401 Cityland Herrera Tower, Rufino Cor. Valero Salcedo
Village, Brgy. Bel Air, Makati City, Philippines, represented by NERISSA
T. SAN JUAN, its _____________, (herein referred to as the
“CONSTRUCTOR”);
WITNESSETH: that
WHEREAS, the CONSTRUCTOR is the sub-contractor in the

project bearing Contract ID 19DN0098 (herein referred to as the
“Works”), in the Contract Agreement executed by the PRINCIPAL
ENTITY and the CONSTRUCTOR dated 01 October 2019;
WHEREAS, the PRINCIPAL ENTITY shall now take over and

assume the said Works, which the CONSTRUCTOR has voluntarily
agreed to convey, transfer and cede;
WHEREAS, the PRINCIPAL ENTITY and CONSTRUCTOR

have likewise came to terms and have agreed to waive any and all penalties,
as stated in Section 16 of the aforementioned Contract Agreement;
NOW, THEREFORE, for and in consideration of the foregoing, the

Parties have hereunto entered this Agreement subject to the following
terms and conditions:
1. The CONSTRUCTOR shall not be liable for any
damages or penalties for the non-completion of the Works;
2. The PRINCIPAL ENTITY shall not be obligated to pay

any form of damages or penalties to the CONSTRUCTOR due to the
takeover of the said Works;
1
3. Upon signing this Agreement, the PRINCIPAL ENTITY
shall take over the said Works, as acknowledged by the
CONSTRUCTOR. Furthermore, the PRINCIPAL ENTITY
acknowledges the transfer of the uncompleted Works by the
CONSTRUCTOR.
4. This Agreement will neither affect nor prejudice any case

that the PRINCIPAL ENTITY may file against the
CONSTRUCTOR in the event the CONSTRUCTOR fails to comply
with any of the provisions of this Agreement;
5. This Agreement shall be considered as a final settlement

of any and all claims by both Parties and shall be binding to them, its
respective assigns, heirs, successors-in-interests or any person acting
on its interest;
6. This Agreement is the result of a negotiated settlement

and may not be construed as having been prepared by any one party
only;
7. It is understood by the Parties that the terms of this

Agreement shall be treated as secret and confidential, and shall not be
disclosed or revealed at any time during or after the term of the
Agreement;
8. This Agreement shall be governed by and construed in

accordance with the laws of the Republic of the Philippines;
9. In case any one or more of the provisions contained

herein shall, for any reason, be declared to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall be severed, and the remaining provisions shall
continue in full force and effect. In such event, the Parties shall
consult each other as to the manner by which their original intention
can be fulfilled as closely as possible and they will amend this
Agreement accordingly;
10. This Agreement shall be binding on and inure to the

benefit of the respective Parties and their respective heirs, legal
representatives, successors, and assigns;
11. This entire Agreement constitutes the entire

understanding and agreement between the Parties with respect to the
transactions contemplated herein and supersedes all prior or
contemporaneous oral or written communications with respect to the
subject matter hereof. No other regular practice or method of dealing
between the Parties or others, may be used to modify, interpret,
supplement, or alter in any manner the express terms of this
Agreement.
2
IN WITNESS WHEREOF, the Parties have hereunto set their
hands this ______________ in Davao City, Philippines.
ULTRACORE CONSTRUCTION AND STAHLBAU PHILS., INC.

DEVELOPMENT CORP. Constructor
Principal Entity
Represented by: Represented by:
JOSEF H. MERIN NERISSA T. SAN JUAN

President and CEO
_____________________ _____________________
Competent Evidence of Identity Competent Evidence of Identity
Signed in the presence of:
_________________________ ________________________
ACKNOWLEDGMENT
Republic of the Philippines ]

In the City of Davao ] S.S.
x------------------x
BEFORE ME, a Notary Public and in the City of Davao, this

________________, personally appeared the Parties, who were
identified by me through competent evidence of identity, as first above-
written, in the foregoing instrument, who acknowledged before me that
their signatures on the instrument were voluntarily affixed by them for the
purposes stated therein, and who declared to me that they executed the
instrument as their free and voluntary act and deed.
This instrument consisting of three (3) useful pages, including the

page on which this acknowledgment is written, is signed on each and every
page thereof by the parties and their instrumental witnesses and sealed
with my notarial seal.
IN WITNESS WHEREOF, I have hereunto set my hand on the

date and place first above written.
Doc. No. ____;

Page No. ____;
Book No.____;
Series of 2020.

MOA (FINAL) - Ultracore and Stahlbau

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MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement (herein referred to as the

ULTRACORE CONSTRUCTION AND DEVELOPMENT

STAHLBAU PHILS., INC., a domestic corporation duly existing

WHEREAS, the CONSTRUCTOR is the sub-contractor in the

WHEREAS, the PRINCIPAL ENTITY shall now take over and

WHEREAS, the PRINCIPAL ENTITY and CONSTRUCTOR

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

2. The PRINCIPAL ENTITY shall not be obligated to pay

4. This Agreement will neither affect nor prejudice any case

5. This Agreement shall be considered as a final settlement

6. This Agreement is the result of a negotiated settlement

7. It is understood by the Parties that the terms of this

8. This Agreement shall be governed by and construed in

9. In case any one or more of the provisions contained

10. This Agreement shall be binding on and inure to the

11. This entire Agreement constitutes the entire

ULTRACORE CONSTRUCTION AND STAHLBAU PHILS., INC.

Represented by: Represented by:

JOSEF H. MERIN NERISSA T. SAN JUAN

Signed in the presence of:

Republic of the Philippines ]

BEFORE ME, a Notary Public and in the City of Davao, this

This instrument consisting of three (3) useful pages, including the

IN WITNESS WHEREOF, I have hereunto set my hand on the

Doc. No. ____;

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