CONSULTANCY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made this ___ of ______________2021 by and between:

JASON THOMASohn Thomas, American, of legal age and with

address at 827 SE Business Way, Ste H, Bend, Oregon, 97702, USA,
and doing business under Pili Hunters, LLC, hereinafter referred to
as the “FIRST PARTY”

-and-

___________________________, Filipino, of legal age, residing at,

_______________________________, hereinafter referred to as
the “SECOND PARTY”

WITNESSETH: That:

WHEREAS, the FIRST PARTY has commenced a project for the gathering, processing,
production, exporting, and distribution of Pili Nuts in the USA;

WHEREAS, the SECOND PARTY offered his services to the FIRST PARTY to finish a
particular phase of the project;

WHEREAS, the FIRST PARTY desires to engage the services of the SECOND PARTY as
its Consultant and the SECOND PARTY is willing and able, and hereby agrees, to carry
out such tasks as the FIRST PARTY may assign to him; and,

WHEREAS, the parties herein knowingly, voluntarily, without any force, duress, or
improper pressure, and dealing with each other on equal terms with neither exercising
moral dominance on the other, hereby agree to the present Agreement.

NOW, THEREFORE, for and in consideration of the aforesaid premises and of the
stipulations herein set forth, the parties hereto hereby agree as follows:

SECTION I – POSITION AND EMPLOYMENT STATUSSERVICES

1. The SECOND PARTY is hereby appointed as “Plant Operations Manager”shall

perform the services specfied in Annex “A” hereof, which is made an integral part of
this Agreement (the “the Sevices”).

SECTION II – SCOPE OF WORK

2. The tasks to whichServices to be performed by the SECOND PARTY will be

assigned shall include, but will not be limited, to the delivery of the Servicesall
programs and activities, for a period of six (6) months or until the completion of the
project or phase thereof, renewable at the option of the FIRST PARTY, but in no caase
shall exceed the terms of the latter., concerning the tasks and services as detailed in
Annex “A” of this Agreement.

SECTION III – COMPENSATION

3. For the Services rendered pursuant to Annex “A”, The the FIRST PARTY shall
pay the SECOND PARTY will receive a monthly consultancy fee in the amount of
Twenty Thousand Pesos (Php 20,000.00). This amount has been establsihed based on
the understanding that it includes all the Consultant’s costs, including per diems and
profits, as well as any tax obligation (e.g., withholding tax) that may be imposed on the
SECOND PARTY.

SECTION IV – OBLIGATIONS OF THE SECOND PARTY

4. The SECOND PARTY undertakes to perform the Services with the highest
standards of professional and ethical competence and integrity. In consideration of the
scope of work described herein, tThe SECOND PARTY shall coordinate directly and shall
meet with the FIRST PARTY as required or as may be deemed necessary by the FIRST
PARTY.

SECTION V – INDEPENDENT CONTRACTOR

5. The engagement of SECOND PARTY’s services is solely and specifically within the
period herein stated. It is never the intention of both Parties that this Agreement shall
result to a regular and/or indefinite employment with the FIRST PARTY. The FIRST
PARTY is under no obligation to engage the services of the SECOND PARTY or to hire
the latter for any subsequent undertaking or project, thereafter.

6. The relationship established between the FIRST PARTY and the SECOND PARTY
under this Agreement shall be that of principal and independent contractor and shall
not be deemed that of an employer-employee; as such, all privileges and benefits
normally enjoyed by regular or probationary employees or extended to such employees
by the FIRST PARTY, do not apply to the SECOND PARTY.

7. The SECOND PARTY undertakes to indemnify the FIRST PARTY fully against any
action or proceeding and/or any loss or damages suffered or any expenses incurred by
the FIRST PARTY as a result of any action by the government and/or third persons for
any act or omission by the SECOND PARTY in contravention of any laws or ordinances.

8. The SECOND PARTY shall not be entitled to any separation benefit from the
FIRST PARTY upon expiration of this Agreement. Neither shall the FIRST PARTY be
obligated to pay the SECOND PARTY his fees corresponding to the unexpired term of
this Agreement, in case of pre-termination. However, the FIRST PARTY is not precluded
from granting the SECOND PARTY any incentive pay should this Agreement be
terminated by reason of the expiration of this Agreement;, provided, such incentive pay
was given after due consideration and evaluation of the performance of the SECOND
PARTY of his undertakings under this Agreement.

SECTION VIII – TERMINATION OF CONTRACT

9. The FIRST PARTY may terminate this agreement at its discretion at any time
during the duration of the agreement without prejudice to the SECOND PARTY.If at any
time during the period of this Agreement, the SECOND PARTYeither party wishes to
voluntarily pre-terminate the same, the SECOND PARTYsaid party is required to give at
least fifteen (15) days written notice of his intention to the FIRST PARTYother party,
specifying the date of termination desired.
10. Either party may terminate this Agreement for failure of the other to comply with
the terms and conditions herein. and failure to cure the same despite notice and
demandupon service of fifteen (15) days’ prior written notice Likewise, this Agreement
shall be deemed terminated upon the happening of any of the following causes and the
status of SECOND PARTY as consultant shall be automatically severed ipso facto:

(a) after the expiry of the one (1) yearsix (6)-month period of this
Agreement, without need of giving any prior notice on the part of the Company;

(b) at any time during the period of this Agreement, if it is found that the
SECOND PARTY is not qualified, competent, or efficient in the above-stated
position for which he was hired, contrary to his representation;

(c) at any time during the period of this Agreement, if SECOND PARTY is
found to be physically or medically unfit for the job;

(d) at any time during the period of this Agreement, if SECOND PARTY is
found to have violated any of the Company’s rules, policies and regulations;

(e) at any time during the period of this Agreement, if the activities of the
certain phase of the programs and activities for which SECOND PARTY was hired
were already finished and there is no longer any work to do; and,

(f) at any time during the period of this Agreement, should the SECOND
PARTY be found guilty of any just cause pursuant to existing laws and
jurisprudence of the Philippines, or there exists any authorized cause for
termination of employment as defined under the Labor Code of the Philippines,
or he has violated the provisions of the FIRST PARTY’s Code of Conduct, rules
and regulations.

SECTION VIIIX – NON- DISCLOSURE AND INTELLECTUAL PROPERTY

11. The SECOND PARTY agrees that all records and documents of the FIRST PARTY
and all information pertaining to its business or affairs are confidential and that no
unauthorized disclosure or reproduction of the same shall be made by him at any time
during or after the period of his consultancy with the FIRST PARTY.

12. The SECOND PARTY shall make use of any information received from the FIRST
PARTY for the benefit and interest of the FIRST PARTY only. The SECOND PARTY shall
not make use of any information received from the FIRST PARTY for his own use or for
the benefit and interest of any third party.

13. All information provided through and/or by THE FIRST PARTY to the SECOND Party
for the commissioned work shall be marked considered as “Proprietary and Strictly
Confidential.”
Information disclosed through oral presentation and/or through power point
presentation and/or other means must be identified also as strictly confidential during
and after the time/period of disclosure.

14. It is agreed that the SECOND Party shall keep the information confidential and shall
not publish or otherwise disclose such information except to the extent that it can be
established by the SECOND Party by competent proof that such information:
 (a) Was already known to the Receiving Party, other than under an obligation of
confidentiality, at the time of disclosure and/or presentation;

(b) Was generally available to the public or otherwise part of the public domain at
the time of its disclosure to the Receiving Party;

(c) Became generally available to the public or otherwise part of the public
domain after its disclosure and other that through any act or omission of the
SECOND Party; and,

(d) Was subsequently lawfully disclosed to the SECOND Party by a Third Party

15. THE FIRST PARTY may disclose Confidential Information (i) to other parties and/or
SECOND Party who have executed non-disclosure agreements (ii) or by requirement of
law, and (iii) to other employees of the FIRST PARTY, provided that such employee has
signed a nondisclosure agreement.

16. All Confidential Information delivered/presented and/or disclosed by the FIRST

PARTY will be and remain as Intellectual Property of the FIRST PARTY. All Confidential
Information, and/or any hard copies, thereof of the disclosed confidential information
will be promptly returned to the FIRST PARTY without retaining a copy in the
possession of the SECOND Party. All electronic documentation of the confidential
information will be deleted from the file repository of the SECOND Party once the
commissioned work is completed, or if the FIRST PARTY wanted to do so.

17. The Parties acknowledge that all Confidential Information is owned solely by the
FIRST PARTY and that unauthorized disclosure or use of such Confidential Information
would cause irreparable harm and significant injury, the degree of which may be
difficult to ascertain. Accordingly, the Parties agree that THE FIRST PARTY shall have
the right to obtain an immediate injunction enjoining any breach of this Agreement, as
well as the right to pursue any and all other rights and remedies available at law or in
equity for such breach.

SECTION VIIIX – NON- COMPETE

18. The SECOND PARTY shall not, without prior written permission, become involved
directly or indirectly on a full-time basis with any other company, business or pursuit
other than with the FIRST PARTY. It shall only be granted if the FIRST PARTY, at its
sole discretion, shall be satisfied that the involvement shall in no way be contrary to the
FIRST PARTY’s interest and that the SECOND PARTY’s efficiency will in no way be
impaired.

19. During the term of this Agreement, and Ffor a period of five (5) years
immediately following the termination of this Agreement, the SECOND PARTY will not,
for himself or on behalf of any other person or business enterprise, engage in any
business activity which directly or indirectly competes with the business of the FIRST
PARTY

20. Any violation of the policies, rules and regulations and code of conduct of the
FIRST PARTY, or any action relating to general misconduct or any attitude which may
lead the FIRST PARTY’s management to lose confidence in the SECOND PARTY, will
constitute sufficient ground for immediate termination of this Agreement by the FIRST
PARTY.
SECTION IX – OWNERSHIP OF THE RESULTS OF SERVICES

21. All deliverables of the SECOND PARTY pursuant to this Agreement shall be the
sole and exclusive property of the FIRST PARTY and shall not be used for any other
purpose other than what is stipulated under this Agreement. Immediately upon the
termination and non-renewal of this Agreement, the SECOND PARTY shall turn over to
the FIRST PARTY all copies, files, documents, papers, materials, and any other property
in his possession that belong or relate to the FIRST PARTY.

SECTION XI – MISCELLANEOUS PROVISIONS

221. The SECOND PARTY shall not assign this Agreement or sub-contract any portion
of it without the wirtten consent of the FIRST PARTY.

23. This Agreement constitutes the entire agreement between the parties, the
provisions of which supersede any and all prior negotiations, understanding, or
agreements relating to the same subject matter; provided, that this Agreement may be
revised, updated, or amended from time to time by the mutual agreement of the
parties in writing and, as may be determined during evaluation of the fulfillment of the
above programs and activitiesServices.

242. This Agreement is governed by the laws of the Republic of the Philippines. In
case of controversy and dispute, the FIRST PARTY and SECOND PARTY expressly agree
to submit the case to the the courts of Metro Manila, to the exclusion of other courts.
If at any time during the period of this Agreement, the SECOND PARTY wishes to
voluntarily pre-terminate the same, the SECOND PARTY is required to give at least
fifteen (15) days written notice of his intention to the FIRST PARTY, specifying the date
of termination desired.

SECTION XI – CONFORMITY

253. As conformity to the provisions of this Agreement, the SECOND PARTY thereby
accepts this Agreement with the full understanding of its terms and conditions and
hereby free the FIRST PARTY, its officers and assigns, from any and all claims which
SECOND PARTY may have, now and in the future, with respect to benefits which by law
are not required to be granted by virtue of this Agreement.

SECTION XI – APPLICABLE LAW AND JURISDICTION

24. This agreement is governed by the laws of the Republic of the Philippines. In
case of controversy and dispute, the FIRST PARTY and SECOND PARTY expressly agree
to submit the case to the the courts of Metro Manila, to the exclusion of other courts.

IN WITNESS WHEREOF, both parties have hereunto affixed their signatures to

this Agreement this Center, Pasig City this ______day of _____________ at
____________________

___________________________ ___________________________
JASON THOMAS
 First Party Second Party

SIGNED IN THE PRESENCE OF:

__________________________ ___________________________
_ _

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

___________________________ ) S.S.

BEFORE ME, a Notary Public in and for _____________________________, this

_______ day of __________________________________ personally appeared the
following:

COMPETENT
NAME EVIDENCE OF IDENTITY DATE/PLACE ISSUED

JASON THOMAS

____________________

known to me and to me known, based on their competent evidence of identity, to be the

same persons who personally executed the foregoing instrument and they personally
acknowledged before me that the same is their free and voluntary act and deed.

This Agreement consists of six (6) pages including this page where the acknowledgement
is written signed by the parties and their instrumental witnesses, and sealed with my
notarial seal.

WITNESS MY HAND AND SEAL at the place and on the date first above written.

Doc. No. ______; Notary Public

Page No. ______;
Book No. ______;
Series of 2021
Annex “A”

DUTIES AND RESPONSIBILITIES OF THE SECOND PARTYPLANT OPERATIONS

MANAGER (OR ANY OTHER POSITION)

1. ***