COMMISSION SALES / FREELANCE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Commission Sales / Freelance Agreement (hereinafter referred to as “Agreement ") is entered into in good
faith and trust on the date and place hereinafter written by and between _______________ (hereinafter referred to as
"Company") and _________________, of legal age, Filipino and presently residing at __________________ (hereinafter
referred to as "Independent Commission / Freelance Sales Agent") under the following terms and conditions:

1) Engagement and nature of contract. Company hereby appoints the Independent Commission Sales / Freelance
Agent as an authorized non-exclusive independent representative to sell and promote all products of the Company
and shall remain in full force and effect for a period of _______ (____) _____ from __________________ until
_____________. The Independent Commission Sales / Freelance Agent is hereby retained as an independent self-
employed agent and not as a partner, affiliate or employee of the Company. As an independent and freelance agent,
he/she shall be solely responsible to pay all applicable taxes and mandatory contributions arising from payments
made by the Company, including, but not limited to, social security, income taxes, Philhealth, Pag-ibig, insurance and
other similar payments. The Independent Commission Sales / Freelance Agent shall not be entitled to participate in
any Company plans, arrangements or distributions pertaining to any pension, stock, bonus, profit sharing or similar
benefits. The Independent Commission Sales / Freelance Agent shall bear all expenses incurred in his/her sales
endeavors except those which the Company agrees to pay for in writing.

2) Product specification(s) and price(s). The Company has the sole right to establish, alter or amend product
specifications, prices, delivery schedules and discounts, and the Company will give the Independent Commission
Sales / Freelance Agent timely notice of any and all changes.

3) Commission(s). For each successful sale made by the Independent Commission / Freelance Sales Agent, the
Company will pay a ___________ percent (%) flat rate commission every _____________ of the month. Commission
is based solely on the final or total sales price of all products and shall not include freight, supplies, handling costs
and other charges incidental to the performance of the said sale. Commission statements presented to the
Independent Commission Sales / Freelance Agent shall be deemed correct unless objections in writing are received by
the Company within fifteen (15) days from the issuance of the same. If there is a split commission between or among
other independent commission / freelance sales agents, the Company will notify as to the percentage of the split. The
Company shall have the right to determine the right to commission herein in cases of any dispute arising between or
among its commission sales consultants and the latter shall abide by and be bound by the Company’s decision. The
Company will furnish the Independent Commission Sales / Freelance Agent with proof of purchase and shall keep
records regarding commissions due except in split commissions whereby only one representative will receive such
copies.

4) Sales proposal(s). All sales proposal(s) and / or order(s) taken by the Independent Commission Sales / Freelance
Agent shall not be binding unless and until accepted by the Company at its principal office and the Company may
reject a proposal or order at any time for any reason. Any liabilities arising from transactions entered into by the
Independent Commission Sales / Freelance Agent not covered by any corresponding official contract or receipt signed
by the Company shall be the sole liability of the Independent Commission Sales / Freelance Agent and shall hold the
Company free of harm or any liability.

5) Payment term(s). The Company only accepts cash, manager’s check and bank financing payment terms transacted
with the cashier of the Company. The Independent Commission Sales / Freelance Agent shall use and complete all
required Company forms when placing an order and shall not accept any payments in behalf of the Company. Under
no circumstances shall the Independent Commission Sales / Freelance Agent use, keep or deposit any money from
any sales transactions intended for the Company for any purpose in its own credit.

6) Collection(s). The Independent Commission Sales / Freelance Agent shall assist the Company in all collection efforts
from non-paying customers upon Company’s request. Notwithstanding the foregoing, the Company shall deduct
commission on credits, returns and bad debts from the commission statement of the Independent Commission
Sales / Freelance Agent as they become due. For purposes of this Agreement, bad debts are defined as uncollectible
invoices exceeding fifteen (15) days.

7) Termination. This Agreement may be terminated by either party at any time for any reason by giving prior five (5)
days written notice to the other party during its term. Termination will take effect after the expiry of the notice period
and, until such expiry both parties will comply with all their obligations to this Agreement. At the termination of this
Agreement, a final accounting will be made by the Company. The Independent Commission Sales / Freelance Agent
will receive final commission, if any, only on all accepted orders prior to the effective termination date of this
Agreement except in instances of any breach committed or caused by the Independent Commission Sales / Freelance
Agent herein. Said final commission shall represent full and final payment of all transacted sales by the Independent
Commission Sales / Freelance Agent and the latter shall have no claims for re-orders, territorial rights, or otherwise.
At the termination of this Agreement, the Independent Commission Sales / Freelance Agent shall cease in using any
sales materials and product samples in his/her possession or under his/her control and shall return the same,
including all catalogs, brochures, advertising, literature, I.D.s, calling cards and other property of the Company,
immediately before such termination. Final commission, if any, shall not be paid until such property is received by the
Company and has been returned in reasonably good condition, together with a duly executed waiver, release and
quitclaim.

8) Claim(s). The Independent Commission Sales / Freelance Agent shall not make any representations, warranties or
commitments binding the Company nor execute any agreement on behalf of the Company nor shall hold or view as
having such authority without the Company's prior written consent. The Independent Commission Sales / Freelance
Agent shall indemnify and hold the Company harmless from any and all liability, claims, demands or requirements
imposed by law upon self-employed individuals arising from payments made to under this Agreement.
 COMMISSION SALES AGREEMENT

9) Non-circumvention and Non-disclosure. The Independent Commission Sales / Freelance Agent shall take all
reasonable measures and effort to maintain complete confidentiality and secrecy, both during the term of this
Agreement and forever after its termination, all information obtained from the Company with respect to all trade
secrets, proprietary matters, business procedures, customer lists, needs of customers, manufacturing processes and
all matters which are competitive and confidential in nature, and shall not disclose this information to any person,
firm, corporation or other entity for any purpose or reason whatsoever. The Independent Commission Sales /
Freelance Agent shall not in any way circumvent or attempt to circumvent this Agreement through the use of
dummies or other entities. The Company shall be entitled to a legal monetary compensation, as indemnity of any
actual, potential and opportunity losses or damages that it may suffer, equal to the maximum service or realizable
income or profit from such business transaction or proprietary opportunity plus any and all expenses, including any
and all legal fees and costs incurred. Considering the confidential nature of this agreement, the Independent
Commission Sales / Freelance Agent acknowledges that the use or disclosure of the confidential and proprietary
information in a manner inconsistent with or breaches any provisions of this agreement will cause irreparable damage
to the Company, henceforth, the Company shall have the right to equitable and injunctive relief to prevent the
unauthorized use or disclosure, in addition to any other remedies at law or equity, including monetary damages as
are occasioned by such unauthorized use or disclosure.

10) Compliance. The Independent Commission / Freelance Sales Agent, in the conduct of its sales transactions and
performance of its obligations hereunder, shall abide by all state and local laws, ordinances and Company rules and
regulations affecting this Agreement. The Independent Commission Sales / Freelance Agent agrees that if he/she
violates any laws, rules or regulations during the term of this Agreement, the Company is not responsible for any
damage or loss sustained by reason thereof and the Independent Commission Sales / Freelance Agent shall be solely
liable for any and all resulting losses and / or damages.

11) Modification, waiver and severability. This Agreement contains the entire agreement and represents the full
understanding between the parties hereto and is intended as a complete and exclusive statement of the terms hereof
and all prior and contemporaneous agreements, representations, negotiations and understandings of the parties,
whether oral or written, are hereby superseded and merged herein. No addition to, modification of, or waiver of any
term or provision of this Agreement shall be effective unless set forth in writing and signed by all the parties hereto.
In the event that any of the provisions of this Agreement shall be void or unenforceable by reason of any provision of
applicable law it shall be deleted and the remaining provisions hereof shall continue in full force and effect.

12) Dispute resolution. If there should be a dispute concerning the interpretation or application of any of the provisions
of this agreement, both parties agree to exert every effort to settle it in good faith and in amicable manner.

IN WITNESS WHEREOF, the parties hereto acknowledge that they have carefully read and fully understand the terms
and conditions contained in this Agreement and by their signatures, hereby unconditionally agree to its terms and
conditions as of the date noted herein.

_____________________________________________ ________________
__________ corporate name____________ Date
(Company)

____________________________________ ________________
__________name____________ Date
(Independent Commission / Freelance Sales Agent)

Signed in the presence of:

___________________________ ___________________________

REPUBLIC OF THE PHILIPPINES )

PROVINCE OF ________________ ) S.S.
MUNICIPALITY/ CITY OF _________ )

BEFORE ME, a notary Public, in the _____________________________, on _______________________________

personally appeared the following:

NAME Proof of Identity Place / Date of issue

______________
______________

all known to me to be the same persons who executed the foregoing instrument, and they acknowledged to me that the
same are their free and voluntary act and deed.

This instrument refers to the foregoing Commission Sales / Freelance Agreement consisting of two (2) pages,
including the page in which this acknowledgement is written, and has been signed by the parties, and sealed with my
notarial seal.

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

Doc. No.______; Notary Public

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 COMMISSION SALES AGREEMENT

Page No. ______;

Book No.______;
Series of 2010.

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