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REPUBLIC OF THE PHILIPPINES )

CITY OF LAS PINAS ) S.S.

REFERRAL AGREEMENT

This Referral Agreement (the “Agreement”) is entered into 8 October 2021 (the
“Effective Date”), by and between LIXO SCRAPPING ENTERPRISE, with an address at
307 Don Benito Street, Pamplona Village, Pamplona Uno, Las Pinas City 1740 known to be as
(the “Company”), ALLAN ZALDIVAR, with an address at
______________________________
________________________________________________ and BRIAN JAVIER, with an
address at _____________________________________________________________________
_________ known to be as (the “Affiliates”), and each also individually referred to as “Party”,
and collectively as “the Parties.”

1. Purpose. The Company is in the business of DEMOLITION, HAULING,


SCRAPPING, and RECYCLING. The Company wishes to gain additional
clients/customers and the Affiliates are in a position to refer potential
clients/customers to the Company.

2. Referral Arrangement. Upon the Effective Date of this Agreement, the


Affiliates may, from time to time, refer potential clients/customers to the
Company. The Company will pay the Affiliates a fee for these referrals.

3. Compensation. The Company shall pay the Affiliates a referral commission


according to:

3.1 For hauling and scrap buying services: Monthly updated PRICE
MATRIX FOR AGENTS/MARKETERS as released by the
Company (see sample Annex A); and
3.2 For Demolition services: Updated COMMISSION/PAYOUT
REFERENCE as released by the Company (see sample Annex B),

Where a successful referral is defined as a referral that becomes a


client/customer of the Company. The Company shall monitor the leads and
(if deemed successful and a contract is closed) the Affiliates are entitled to
such referral commission. Payment terms for referral commissions shall be
based on the client/customer payment terms.

4. Term. This Agreement shall commence upon the Effective Date, as stated
above, and will continue until 8 October, 2026.
5. Confidentiality. During the course of this Agreement, it may be necessary
for the Company to share proprietary information, including trade secrets,
industry knowledge, and other confidential information, to the Affiliates in
order for the Affiliates to seek out potential referrals. The Affiliates will not
share any of this proprietary information at any time. The Affiliates also will
not use any of this proprietary information for the Affiliates’ personal
benefit at any time. This section remains in full force and effect even after
termination of the Agreement by its natural termination or the early
termination by either Party.

6. Termination. This Agreement may be terminated at any time by either


Party upon 5 days written notice to the other Party. Upon termination, the
Company shall pay the Affiliates all compensation due and owing for
referrals made prior to the date of termination, but not yet paid.

7. Representations and Warranties. Both Parties represent that they are fully
authorized to enter into this Agreement. The performance and obligations of
either Party will not violate or infringe upon the rights of any third party or
violate any other agreement between the Parties, individually, and any other
person, organization, or business or any law or governmental regulation.

8. Indemnity. The Parties each agree to indemnify and hold harmless the other
Party, its respective Affiliates, officers, agents, employees, and permitted
successors and assigns against any and all claims, losses, damages,
liabilities, penalties, punitive damages, expenses, reasonable legal fees and
costs of any kind or amount whatsoever, which result from the negligence of
or breach of this Agreement by the indemnifying Party, or its respective
successors and assigns that occurs in connection with this Agreement. This
section remains in full force and effect even after termination of the
Agreement by its natural termination or the early termination by either Party.

9. Limitation of Liability. Under no circumstances shall either party be liable


to the other party or any third party for any damages resulting from any part
of this agreement such as, but not limited to, loss of revenue or anticipated
profit or lost business, costs of delay or failure of delivery, which are not
related to or the direct result of a party’s negligence or breach.

10. Disclaimer of Warranties. The Affiliates shall refer potential


clients/customers as requested by the Company. The Affiliates does not
represent or warrant that such referrals will create any additional
profits, sales, exposure, brand recognition, or the like.

11. Severability. In the event any provision of this Agreement is deemed invalid
or unenforceable, in whole or in part, that part shall be severed from the
remainder of the Agreement and all other provisions should continue in full
force and effect as valid and enforceable.

12. Waiver. The failure by either Party to exercise any right, power, or privilege
under the terms of this Agreement will not be construed as a waiver of any
subsequent or future exercise of that right, power, or privilege or the
exercise of any other right, power, or privilege.

13. Legal Fees. In the event of a dispute resulting in legal action, the successful
Party will be entitled to its legal fees, including, but not limited to its
attorneys’ fees.

14. Legal and Binding Agreement. This Agreement is legal and binding
between the Parties as stated above. This Agreement may be entered into
and is legal and binding in the Philippines. The Parties each represent that
they have the authority to enter into this Agreement.

15. Entire Agreement. The Parties acknowledge and agree that this Agreement
represents the entire agreement between the Parties. In the event that the
Parties desire to change, add, or otherwise modify any terms, they shall do
so in writing to be signed by both Parties.

IN WITNESS WHEREOF, each of the Parties has executed this Referral Agreement, both
Parties by its duly authorized officer, as of the day and year set forth below.

ANDREW IBISATE
The Company, President
LIXO SCRAPPING ENTERPRISE
Date: ________________________

ALLAN ZALDIVAR/BRIAN JAVIER


The Affiliates, Referral Agents
Date: ________________________

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