JOINT VENTURE AGREEMENT

KNOW ALL MEN BY THIS PRESENTS

THIS JOINT VENTURE AGREEMENT (“Agreement”), made and

entered into as of this 1st day of April, 2019, by and between:

SJAP CONSTRUCTION CORPORATION a registered corporation

in the Philippines, with office address at 3rd Floor Citi-Prime Properties
Building, corner Monark Subdivision, Alabang-Zapote Road, Pamplona 1,
Las Piñas City;

STEVEN CONSTRUCTION AND SUPPLY, a registered corporation

in the Philippines, with office address at Lot 6, Block 1, Central City
Subdivision, Tahao Road, Cruzada, Legazpi City, 4500 Albay;

HI-TONE CONSTRUCTION AND DEVELOPMENT

COPRORATION, a registered corporation in the Philippines, with office
address at Legazpi Diversion Roadd, Legazpi City, Albay; and

CENTERWAYS CONSTRUCTION AND DEVELOPMENT INC., a

registered corporation in the Philippines, with office address at Sitio, Sip-
ac, Cabid-an, Sorsogon Cit, collectively referred as the “PARTIES”.

WHEREAS, the parties are desirous of forming a joint venture

under the laws of the State of the Philippines by execution of this
Agreement for the purposes set forth herein and are desirous of fixing
and defining between themselves their respective responsibilities,
interests, and liabilities in connection with the performance of the herein
construction project;

NOW, THEREFORE, in consideration of the mutual covenants and

promises herein contained, the Parties herein agree to constitute
themselves as joint venturers, for the purposes herein mentioned, and
intending to be legally bound hereby, the parties hereto, after first being
duly sworn, do covenant, agree and certify as follows:

SECTION-1 FORMATION AND NAME

For all intents and purposes, the Joint Venture Entity established hereby
be known as ____________________.

SECTION-2 BUSINESS PURPOSE

The purpose of this Joint Venture shall be for Construction Project, in

accordance with the contract documents for the Project.

SECTION-3 CONTRACTUAL INTENT

In entering into this agreement, the companies hereby declare and affirm
that their primary contractual intent is to pool their resources and
expertise to undertake contract of construction project herein stated, and
carry on any and all such activities as may be necessary for the
accomplishment of the Project.
SECTION-4 TERM

This Joint Venture shall commence on the date first above written and
shall continue in existence until terminated, liquidated, or dissolved by
law. It is understood, that this Joint Venture will terminate at the
completion of the project.

SECTION-5 PRINCIPAL OFFICE

The principal office and business location for the Joint Venture shall be in
_______________, Philippines.

SECTION-6 PERCENTAGE PARTICIPATION

The parties herein will use their respective corporation for the bid, and
will each get 30% of the contract amount. Below is the list of the projects
with an accepted bid:

 Construction of UP Diliman Multipurpose Hall, Quezon City with a

total contract price of Thirty Three Million Nine Hundred Forty
Nine Thousand Six Hundred Seventy Nine Pesos and Twenty
One Centavos (Php 33,949,679.21).

 Renovation of University Health Service, UP Diliman, Quezon City

with a total contract price of One Hundred Twenty One Million
Two Hundred Thirty One Thousand Two Pesos and Twenty
Centavos (Php 121,231,002.20).

 Renovation of Student Dormitory–Molave Residence Hall, UP

Diliman with a total contract price of Seventy Million Two
Hundred Sixty One Thousand Seven Hundred Thirty Six
Pesos and Thirteen Centavos (Php 70,261,736.13).

 Renovation of Student Dormitory–Kamia Residence Hall, UP

Diliman with a total contract price of Eighty Million One Hudred
Eighty Five Thousand Six Hundred Sixty Two Pesos and
Seventy Centavos (Php 80,185,662.70).

 Renovation of Students Dormitory-Yakal Residence Hall, UP Diliman

with a total contract price of Ninety Two Million Seven Hudred
Ninety Two Thousand Nine Hundred Forty Four Pesos. (Php
92,792,944.00).

Except as otherwise herein provided, the interest of the Parties in any

gross profits and their respective shares in any losses and/or liabilities
that may result from the filing of a joint bid and/or the performance of
the Construction Contract, and their interests in all property and
equipment acquired and all money received in connection with the
performance of the Construction Contract shall be as follows:
Name Joint Venture Partner
Percentage

________________________ _________________________

________________________ _________________________

________________________ _________________________

________________________ _________________________

The Parties agree that in the event any losses arise out of or results from
the performance of the Project, each party shall assume and pay the
share of the losses that is equal to the percentage of participation.

If for any reason, a Party sustains any liabilities or is required to pay any
losses arising out of or directly connected with the construction of the
Project, or the execution of any surety bonds or indemnity agreements
in connection therewith, which are in excess of its Percentage of
Participation, in the Joint Venture, the other Party shall promptly
reimburse such Venturer this excess, so that each and every member of
the Joint Venturer will then have paid its proportionate share of such
losses to the full extent of its Percentage of Participation.

The Parties agree to indemnify each other and to hold the other harmless
from, any and all losses of the Joint Venture that are in excess of such
other Venturer’s Percentage of Participation. Provided that the provisions
of this subsection shall be limited to losses that are directly connected
with or arise out of the performance of the Project and/or the execution
of any bonds or indemnity agreements in connection therewith and shall
not be relate to or include any incidental, indirect or consequential losses
that may be sustained or suffered by a Party.

SECTION-7 INVESTMENT PURPOSE

Each of the companies represents and warrants that their respective

company is acquiring their interest in the JVA for their own account, for
investment, and not with a view to the sale or distribution thereof.

SECTION-8 LIABILITIES OF THE COMPANIES

During the existence of the JVA, neither companies shall be liable for any
obligations of the other company created without the express approval of
all the parties. The companies shall each be responsible for losses on their
particular undertaking on any projects any awarded to the JVA.

SECTION-9 EXPENSES

Expenses of either party before the formation of the Joint Venture shall
be shouldered individually by the parties;

Expenses required and related to the formation of the Joint Venture like
processing of permits and licenses with concerned government agencies
and instrumentalities shall be for the account of the Joint Venture;
Expenses during the project implementation, from the conceptualization,
to project design, engineering, licenses, permits and construction shall
be laid down in detail to determine the specific expenses required and
necessary by each of the parties in charge of said scope of work in the
project.

SECTION-10 PROFIT AND LOSS SHARING

(For further negotiation)

SECTION-11 REPRESENTATIONS AND WARRANTIES

OF THE COMPANIES

Each companies to this JVA warrants and represents unto the other the
following:

Each company has all the requisite power, authority and capability
to enter into this JVA and perform its obligations hereunder
according to the terms hereof, and that each has been authorized
and empowered by its respective stockholders and/or Board of
Directors to enter into and execute this agreement.

The execution, delivery and performance of this JVA by it do not

violate any provision of applicable Philippine Law or do not conflict
with its charter and by-laws, and do not conflict with, or result in a
breach or termination of any provision of or constitute a default
under, or result in the creation of any lien, charge or encumbrance
upon any of its properties or assets pursuant to any indenture,
mortgage, deed of trust or other agreement or instrument by which
it or any of its assets and properties may be bound.

SECTION-12 JOINT VENTURE DECISIONS

All decisions, including, but not limited to, purchase of assets by the Joint
Venture, any loan or other obligation to be undertaken by the JVA, and
the sale of any asset of the Joint Venture, shall require the approval of
all the Parties.

SECTION-13 DISTRIBUTIONS

Distributions of any profits of the Joint Venture during the term of its
existence shall be made at such times and in such amount as the
companies shall agree hereafter.

SECTION-14 FISCAL YEAR AND ACCOUNTING

The joint venture’s fiscal year shall commence on January 1st of each year
and shall end on December 31st of each year. Full and accurate books of
account shall be maintained at such place as the Parties may from time
to time designate, and shall reflect the condition of the business and
finances of the joint venture. Each of the Parties shall have access to
such books of account for the purpose of examining them at any time
during business hours. At the end of each year, the Parties shall cause
the accountant of the joint venture to prepare a balance sheet setting
forth the financial position of the joint venture as of the end of that year
and a statement of operations, i.e. income and expenses, for that year.
A copy of the balance sheet and statement of operations shall be
delivered to each of the Parties as soon as possible after the end of the
fiscal year.

Each of the Parties shall be deemed to have waived objection to any

transaction or other fact disclosed in such balance sheet and/or
statement of operations unless he shall have notified the other party in
writing of any objection within ten (10) days of the date on which such
statement is mailed.

SECTION-15 BANKING

The joint venture shall maintain a bank or asset management account

or accounts in such as a manner in which the Parties may agree, in a
bank within the Philippines.

SECTION-16 MUTUAL COOPERATION

The Companies shall at all times exert their best efforts to promote for
the common benefit of all the success of the Joint Venture;

Each of the Parties acknowledges that at all times; the individual actions
of any party shall reflect the mutual interest of all the Parties.

SECTION-17 RELATIONSHIP BETWEEN PARTIES

The relationship of the Parties under and in relation to this JVA shall be
limited to the matters herein contained and nothing herein provided shall
be considered or interpreted as constituting the relationship of the
Parties or any of them as a partnership in which any one or more of the
Parties may be liable for the acts or omissions of any other party or
Parties, nor shall anything herein contained be considered or interpreted
as constituting any party as the general agent of any other party.

SECTION-18 MODIFICATIONS

This JVA shall not be altered, changed, supplanted or amended except

by written instrument signed by the duly authorized representatives of
the Parties.

SECTION-19 SEVERABILITY

If any provision of this Contract shall, for any reason, be held in violation
of any applicable law and/or unenforceable, then the invalidity of such
specified provision shall not be held to invalidate any other provision
herein, all of which such other provisions shall remain in full force and
effect.
SECTION-20 FURTHER ASSURANCE

The Companies shall sign, execute and deliver all such deeds,
documents, instruments and assurances and do all acts, matters and
things as shall be reasonably necessary or desirable to give full effect to
this JVA.

SECTION-21 VENUE OF ACTIONS

If any dispute arises hereunder which cannot be settled by mutual accord

between the Parties to such dispute, then the venue of any legal action
shall be in the proper courts of Philippines only.

SECTION-22 ASSIGNMENT

The Parties may not sell, assign, transfer or otherwise encumber or

convey its interest in this JVA or all or any part of its rights and
obligations hereunder without the approval of all the Parties.

SECTION-23 NOTICES

All notices, correspondences or other writings relative to this JVA shall

be given to the address given above or to such address as may be given
to the other in writing and duly received by the latter.

SECTION-24 ENFORCEMENT AND CONTRACT DURATION

This JVA is valid, enforceable and effective for any and all transactions
between Parties hereto and shall comply with the Laws of the Philippines.
The duration of this JVA is _____ Years from date hereto.

SECTION-25 AMENDMENTS AND SUPPLEMENTS

All amendments to this JVA shall be deemed valid and binding upon
contracted Parties only if made by the mutual consent in writing of the
party and signed by the original signatories of both parties to this
contract.

This contract shall be legally acceptable after being signed and stamped
with the corporate seals by the authorized representatives of the
contracted parties with full corporate power vested to them by their
respective companies.

After signing of this contract, all previous verbal and / or written

arrangement concerning the subject of this contract shall be considered
null and void.

SECTION-26 APPLICABLE LAWS AND DEFINITIONS

This JVA shall be governed by and done according to the Laws of the
Philippines. In case of different languages, only the English language
interpretation shall govern this JVA.
 IN WITNESS THEREOF, the Parties have caused this Joint
Venture Agreement to be signed and executed by their representatives
and have hereby understood, agreed and accepted the Terms and
Conditions so stated herein with signatures affixed below on the first date
above written.

Date : Date :
By: By:

_________________________ ___________________________

____________________________ _______________________________

SIGNED IN THE PRESENCE OF:

___________________________ __________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES ) S. S.

CITY OF )

BEFORE ME, personally appeared the following persons:

Name CTC No. Date and Place Issued

________________ ________ ___________________________________

Known to me and to me known to be of the same persons who executed the

foregoing Agreement, and that they acknowledged to me that the same is their
free and voluntary act and deed as well as the voluntary act and deed of the
entity represented.

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

NOTARY PUBLIC

Doc. No. _____________

Page No. _____________
Book No. _____________
Series of 2019