JOINT VENTURE AGREEMENT

THIS JOINT VENTURE AGREEMENT made and entered into this ____day of _____ 2016, at
______________ Philippines by and between:

______________________________, a corporation duly organized and existing under and by

virtue of the laws of the republic of the Philippines, with office at
___________________________________________________________________, herein
represented by __________________________________, of legal age, Filipino, married, and
holding office at the same address, to enter into this Agreement, hereafter referred to as the
LANDOWNER;

AND

_______________________________, a corporation duly organized and existing under and by

virtue of the laws of the republic of the Philippines, with office at
___________________________, Herein represented by _______________________ of legal
age, Filipino, married, and holding office at the same address, to enter into this Agreement,
hereafter referred to as the DEVELOPER;

Witnesseth that

Whereas, the landowner is the lawful owner of parcel of land situated

__________________________, covered by TCT Nos. ____________, total area of
_______________square meters and is desirous of subdividing, developing , and selling the
aforementioned properties.

WHEREAS, the LANDOWNER is desirous of developing the aforementioned property into a

Residential Subdivision;

WHEREAS, the DEVELOPER, is a corporation with the primary business of developing and
selling real estate of all kinds, and who has an extensive experience, capability and expertise in all
and every aspect of property development, general construction and marketing;

WHEREAS, the DEVELOPER has agreed to undertake the development of the

aforementioned property into a Residential Subdivision including the subdividing, marketing and
selling of the property;

Now therefore, for and in consideration the parties hereto has agreed to enter into a Joint
Venture Agreement, subject to the terms and conditions hereinafter covenanted, stipulated and
specified; to wit;

1. COMMENCEMENT OF THE DEVELOPMENT

The parties hereby agree that the commencement of the development activities of the
property shall be after the following conditions are complied with:

a) The LANDOWNER has turned over possession of the Property to the DEVELOPER free
and clear of tenants, squatters and other occupants, if any;

b) The LANDOWNER has secure the necessary Conversion Order and Order of Finality
from the Department of Agrarian Reform;
 c) All necessary permits, licenses and documents have been obtained from the proper
government agency relative to the development of the property;

2. LANDOWNER GUARANTEE ON THE TITLE AND UNDISTURB POSEESSION

The LANDOWNER shall contribute to the PROJECT the Property described in the first Recital
hereof. The Landowner shall then deliver to the Developer the possession of the above-
described parcel of land and there to enable the Developer to develop the property in the
manner and subject to the terms and conditions herein stated and specified.

3. The LANDOWNER represents and warrants that:

a.) It has all the requisite power and authority under the law to enter into this Agreement
and perform its obligations according to the terms thereof;

b.) It is the lawful and beneficial owner of, and has good marketable title to the Property;

c.) The title is the genuine, valid and subsisting certificate of title covering the Property;

d.) The title to the property is good and valid and free and clear of all security interests,
liens, encumbrances, obligations, liabilities or other burdens in favor of third parties;

e.) There is no law, ruling or regulation or fact which, upon the execution of this
Agreement and delivery of titles to the DEVELOPER, will prevent the issuance of good
marketable titles to the saleable lots/units derived from the Property free and clear of
all security interests, liens, encumbrances, obligations or other burdens in favour of
third parties;

f.) Its execution, delivery and performance of this Agreement do not violate, with or
without the giving of notices or the passage of time, any provision of law or regulation
applicable to it, and do not result in a breach of, or constitute a default under any
agreement or instrument to which it is a party;

g.) There are no pending or threatened judicial or administrative proceedings involving or

in respect of the Property;

h.) There are no existing leases or options to purchase, lease or develop the Property that
have been granted to third parties.

i.) The Landowner hereby warrants that the title to the land subject of this contract is
indefeasible and can be registered and it shall at their own exclusive expense to defend
the rights and title that maybe acquired by the subdivision buyers against any legal
claims or third persons whomsoever respecting the fee simple titles of the property.

j.) The Landowner hereby guarantees that the property subject matter of this Agreement
is free from whatever liens and/or encumbrances, trespassers, informal settlers,
arrearages in the payment of real property and other taxes up to the time of signing of
this agreement.
4. DEVELOPER’S UNDERTAKING ON SUBDIVISION PLANS, ENGINEERING DESIGNS AND/OR
SPECIFICATIONS

The DEVELOPER , at its expenses, shall cause the immediate resurvey of the subject
property and the preparation of the subdivision plans; building plans; engineering designs,
and such other plans and specifications in accordance with the implementing rules and
regulations of Economic Housing under Batas Pambansa (BP 220).

5. DEVELOPER’S UNDERTAKING ON DEVELOPMENT & CONSTRUCTIONS

The Developer shall provide, at its expenses, all materials, equipment, labor and services
necessary in the development of the afore-described parcel of the land into a Residential
Subdivision and construction of the housing units, which shall be in accordance with such
rules and regulation as defines, promulgated and accepted by the concerned Government
agencies and the Housing and Land Use Regulatory Board (HLURB) and incorporated such
amenities which shall include be limited to the following.

a. Clearing and earthmoving of the project site;

b. Construction of subdivision entrance gate;
c. Construction of roads, alleys, and sidewalks;
d. Installation of electrical facilities in accordance to NEA and CASURECO II standards;
e. Installation of complete water system;
f. Construction of drainage system;
g. Construction of perimeter fence;
h. Development of parks and playground;
i. Construction of housing units;

6. OBLIGATIONS OF THE DEVELOPER

4.1 The DEVELOPER, at its own expense, hereby undertakes to deliver/do the following:

a. Survey works including relocation, staking and monumenting, and preparation of

the Narrative Technical Description and other documents necessary for subdivision
and titling of the individual lots;

b. Secure the necessary permits and licenses for the development, construction, sale
and operation of the subdivision project and the developer is hereby granted the
sole, exclusive authority to do and perform all acts necessary to subdivide and
develop the above describe property and to sell and convey the subdivided lots,
and by these presents, the landowner hereby appoints and constitutes the
developer as their Attorney-in-fact with irrevocable authority coupled with interest
to do and perform any all acts to sign, execute and deliver such papers and
documents necessary in the development project as well as in the sale and
conveyance of the subdivided lots with housing units in the manner provided for in
this agreement.

c. Development and construction which includes road network, drainage system,

electrical facilities, water system, entrance gate, perimeter fence, parks &
playground, and housing units.

d. Maintenance of road network, drainage system, street lights, parks & playground,
and open spaces prior to the issuance of Certificate of Completion by Housing and
Land Use Regulatory Board (HLURB), and/or the execution of deed of donation and
acceptance between the Developer and the Local Government Unit;
 e. Marketing and selling of house and lot units (Commissions and marketing expenses
shall be for the account of the Developer

f. Processing and securing of all documentary requirements for the housing loan
application; Taxes and fees such as ______ shall be for the account of the
developer;

g. Determine the selling price and terms of payment for the house and lot units;

h. Accreditation of the project, approval of financing and delivery of loan application

requirements of the buyer-applicants with the proper financing agency;

i. Procure all necessary heavy equipment and hire or contract for all engineering,
administrative and other employees or labourers required to carry out
development and construction of the residential project.

j. The developer shall hold Landowner free and harmless from any and all: a.)Claims
of suppliers, third parties and labourers; b.) Contractors’ lien and all other similar
liens; and c.) Claims from any accident, injuries or death that may arise in the
development shall be the responsible of the Developer.

k. The Developer warrants and obligates himself to comply with all applicable laws,
ordinance, rules, and regulations promulgated by the proper authorities regarding
the development of the subdivision and further hold the landowner free from any
charges arising from non compliance or breach thereof.

l. The liabilities for complaints of the subdivision lot owners and future subdivision
residents arising from faulty, defective roadways or incomplete subdivision
development, and/or facilities and/or deviation from approved plans, designs and
specifications shall borne solely and exclusively by the developer

7. OBLIGATIONS OF THE LANDOWNER

a. The landowner shall not encumber and/or mortgage the aforementioned properties
during the validity of this venture agreement;

b. Deliver to the DEVELOPER the possession of the Property free and clear of tenants,
squatters or other occupants or improvements, if any, and give full assistance to the
DEVELOPER in establishing effective physical control over the Property and securing
the premises thereof against unauthorized persons.

c. Upon execution of this agreement, deliver to the Developer the owner’s duplicate copy
of the Transfer Certificate of Title covering this joint venture and its corresponding tax
declaration, real property tax receipt and real estate tax clearance. Ownership of the
above property shall remain with the Landowner until the same is sold to individuals
buyers in accordance with law.

d. The landowner warrants the continued and peaceful possession and controlling over
the properties by the developer upon execution of this agreement and throughout the
durations of the project.

e. In the event that a suit, proceeding or other legal action is brought questioning the
LANDOWNER’s title and right to dispose of the Property and to carry out the objects of
 this Agreement, all expenses of litigation and judgment against the LANDOWNER, if
there be any, shall be for the exclusive account of the LANDOWNER, and the
LANDOWNER shall indemnify and hold the DEVELOPER free and harmless from any and
all claims, damages, expenses and liabilities arising therefrom or relating thereto, in
case such suit, the DEVELOPER shall have the right to suspend all development activities
and the development period provided herein shall be deemed suspended until such
time as the litigation shall have been finally settled.

f. Should any such litigation be decided adversely against the LANDOWNER or result in a
judgment affecting the performance of the LANDOWNER’s obligation under this
Agreement which would prevent the development of the Property and otherwise
frustrate the perfection of the DEVELOPER’s rights under this agreement, then the
LANDOWNER shall reimburse the DEVELOPER any and all amounts which may have
been spent by the DEVELOPER for the development of the Property or otherwise paid
to the LANDOWNER pursuant to this Agreement within ninety (90) days from written
demand by the DEVELOPER, provided that the LANDOWNER has been provided with a
complete accounting and all supporting documents evidencing the amount spent, and
further provided, that any reimbursement made shall be net of all sales of the
DEVELOPER’s units/lots

g. Payment of real estate taxes due on the property shall be the landowners account until
the property is turnover to the DEVELOPER for development and after all the necessary
permits and licenses are obtained or acquired for the purpose of developing the said
property;

h. Should Title to the property be transferred to the DEVELOPER, payment of Capital

Gains Tax and Notarial Fee shall be for the account of the LANDOWNER;

i. Land use conversion of the property including all costs/fees;

j. Assist in securing, processing and obtaining of the necessary permits and licenses
necessary for the development of the property including all clearances from the
appropriate and relevant government agencies.

k. Assist in the marketing of the residential project among the regular & contractual
employees of the Provincial Government of Camarines Sur;

8. SHARING AGREEMENT

In consideration of and as a return of the capital contributed by the Parties to the PROJECT,
the following shall be their respective sharing ratio:

1. LANDOWNER shall be entitled to a fix amount of One Hundred Sixty Six

Thousand Six Hundred Sixty Seven Pesos (P166,667.00) per unit for three
hundred (300) units or a total amount of P50,000,000.00. The release of the
same shall be every take out of the housing loan application of the individual
buyers;

2. Developer shall be entitled to any and all of the remainder for every unit sold
and taken out.

9. MISCELLANEOUS PROVISIONS:
 a) It is mutually understood that any development plan to be prepared pursuant to this
Agreement shall conform applicable provisions of the law or such other applicable
legislation or government regulations and any amendments thereto including their
implementing rules and regulations.

b) The failure of the parties to demand compliance with any and all of the terms of this
Agreement shall not be considered as a waiver or cause the parties to be in estoppel
from enforcing any of its rights under this Agreement at any time, unless such waiver i
made expressly in writing, signed by the parties concerned and made express
addendum to this Agreement.

c) Amendments to this Agreement shall be mutually agreed upon in writing. All notices
and comments to be communicated by one party to the other relative thereto shall
also be in writing delivered either in person or by registered mail, and addressed to the
parties at their addresses as specified above until a notice of change of address is given
in writing. This Agreement constitutes the entire Agreement of the parties with respect
to the subject matter hereof and shall supersede any prior expressions of intent or
understanding with respect thereto. No terms, conditions, clauses, stipulations and
obligations in this Agreement shall be deemed amended, modified, changed, altered
or waived unless such modifications, changes, alterations and waiver appear in writing
and signed by the parties.

d) Nothing contained herein shall constitute the parties partners or render them liable for
more than their respective contributions herein, or entitle them to any participation in
the results on profits of the business venture contemplated herein other than a
specified in this Agreement.

e) All disputes, controversies or differences arising out of or in connection with this

Agreement shall be amicably settled by mutual consultation within thirty (30) days
after written notice thereof has been given by the complaining party. Should the
parties fail to agree within the said period, any suit or legal action between the parties
shall be brought in the exclusive courts of ______________, all other venues being
expressly waived.

f) This Agreement shall be valid and binding upon the heirs, successors, executors,
administrators and assigns of the parties;

g) It is understood that the terms and conditions covenanted and stipulated in this joint
venture agreement comprise the whole agreement between the herein parties and by
signing the same the herein are hereby obligated to comply with all its terms and
conditions; and no terms no conditions of this document shall be considered modified,
change, altered or waived by any verbal arrangement unless such modification,
alteration, change or waived appears in writing and duly signed by all parties.

IN WITNESS WHEREOF, the parties have hereunto set theirs hands and affixed their signature
this_____ day of_________2016, in _________________, Philippines.
__________________________
_________________________
Landowner Developer

Signed in the Presence of:

______________________________ ________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

__________________________) S.S.

BEFORE ME, a Notary Public for and in ___________________ this ____ day of ________,
2016, personally appeared:

NAME Identification No. DATE/PLACE ISSUED

known to me and to me known to be the same persons who executed the foregoing document
and they acknowledged that the same is their free and voluntary act and deed, and those of the
entities represented. This Agreement consists of Seven (7) pages including the page where this
acknowledgment is written, signed by the parties and their instrumental witnesses on each and
every page thereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal at the
place and date hereinbefore stated.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2016.