MEMORANDUM OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Memorandum of Agreement is made and entered into by and between:
BELLO UMANO COSMETIC PRODUCTS TRADING, a corporation
duly registered under the Department of Trade and Industry (DTI) and duly
existing under Philippine laws, having its principal place of business at
Block 64 Lot 37 Felix St. Katarungan Village, Poblacion Muntinlupa
City, Philippines, herein represented by its SOLE PROPRIETOR,
LESTER VINCENT ORTILLA hereinafter referred to as the “FIRST
PARTY”
-and-
MARJORIE B. CAISON, of legal age doing business as
SKINDOUGH COSMETICS & SKIN CARE PRODUCTS TRADING
with address at 22 Apollo II St., Moonwalk Village, Talon 5, Las Pinas,
Metro Manila, hereinafter referred to as the “SECOND PARTY”;
-WITNESSETH: That-
WHEREAS, the FIRST PARTY is duly registered with the Securities and
Exchange Commission (SEC) and Food and Drug Administration (FDA) as
a Manufacturer;
WHEREAS, the SECOND PARTY desires to enter an exclusive agreement
whereby the manufacturer shall formulate and manufacture goods in
accordance with the product specifications by the SECOND PARTY;
NOW THEREFORE, for and in consideration of the foregoing covenants
contained herein, as well as other goods and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the PARTIES
hereby agree as follows, to wit:
ARTICLE 1: FORMULATION
The FIRST PARTY hereby agrees to formulate and manufacture, and the
SECOND PARTY hereby agrees to buy the following goods (the "Goods"),
enumerated in the pre-agreed PRODUCT INFORMATION FILE (PIF) and
pre-agreed formulation. Once the formulation is agreed upon through a
separate document of approval signed by both parties, the formulation shall
be deemed to be final, and any changes shall be subject to additional fees to
be paid by the SECOND PARTY.
ARTICLE 2: EXCLUSIVITY
Parties hereby agree that the formulation and manufacturing of the products
manufactured during the entire period of the agreement shall remain and
exclusive between the parties. SECOND PARTY shall not allow any
competitors or other manufacturing companies for a period of TWO (2)
YEARS to manufacture the same products and containing same product
brand and formula. Should there be variants or mixtures of the subject
product brand and formula, written consent of either PARTY shall be
required prior to disclosure and use of the same with other competitors or
other manufacturing companies.
ARTICLE 3: CONTRACT PRICE AND PRODUCT SPECIFICATION
The agreed contract price would The Serum = Php 30.00/pc
be for a total of: The Moisturizer = Php 40.00/pc
The products to be manufactured The Moisturizer
representing the contract price will The Serum
be the following:
Pre-Approved Product Ingredient
List / Formulation attached herein
as ANNEX “A, B“
The downpayment required shall Initial order
be 80% of the contract price 5000pcs The Serum =
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which shall be in the amount of: Php150,000.00
5000pcs The Moisturizer =
Php200,000.00
Downpayment of Two Hundred
Eighty Thousand Pesos (Php
280,000.00)
Balance due shall be paid on or Upon delivery
before:
ARTICLE 4: RISK OF LOSS
The risk of loss for the Goods shall pass upon the parties under the following
circumstances by either of the PARTY respectively shall bear the loss if it was
lost under its delivery courier/facility or commissioned by them.
The SECOND PARTY shall bear the risk of loss of the goods upon failure to
accept the goods without justifiable cause and no notification has been made to
the FIRST PARTY.
ARTICLE 5: INSPECTION
After the delivery of the goods, the SECOND PARTY shall have SEVEN
DAYS (7) days to inspect the goods. Should the SECOND PARTY
determine that the Goods do not conform to the specifications agreed upon
by the PARTIES during the execution of the contract or when amendments
were duly made and agreed upon by the parties in writing, the SECOND
PARTY shall notify the FIRST PARTY in writing or by electronic mail
within the Inspection Period.
The Goods are deemed accepted if the Inspection Period lapses and the
SECOND PARTY has not informed the FIRST PARTY of any defective
Goods or upon the lapse of the Inspection Period.
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ARTICLE 6: COMPLIANCE
Both PARTIES hereby agree to comply with all local and foreign laws and
rules, including the Food and Drug Administration (FDA) Act of 2009 and
other applicable laws, local and national.
Each party is responsible for ensuring compliance with (Current Good
Manufacturing Practice) CGMP for the manufacturing activities it performs. For
both the Food Manufacturer and Food Trader, it shall be ensured that the
conduct manufacturing operations, CGMP includes the implementation of
oversight and controls over the manufacture of food products to ensure quality,
including managing the risk of and establishing the safety of raw materials,
materials used in the manufacturing of non-alcoholic beverages, and finished
food products.
ARTICLE 8: CONFIDENTIALITY
BOTH PARTIES agree that all data or information, agreements, stipulations,
data received and/or gathered by either party during or in the performance of
their obligations herein shall be deemed and kept confidential. Such data or
information shall not be divulged by any parties, without the written consent of
both parties.
ARTICLE 9: LIABILITIES
The FIRST PARTY shall not be liable for any defect arising out of the fault or
negligence of the SECOND PARTY and/or any of its employees and
representatives.
ARTICLE 10: TERM
The term or duration of this contract shall be for one (1) year effective upon
signing of this agreement and shall automatically renewed on a year-to-year
basis unless party pre-terminates the same upon serving a sixty (60) day-
prior written notice to the other party, without need of cause.
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Failure of the FIRST PARTY to deliver the Goods without justifiable cause or
reason despite demand;
ARTICLE 11: TERMINATION
1. Failure of the SECOND PARTY to pay the amount due
( d o w n p a y m e n t a n d f u l l p a y m e n t ) a s a g r e e d u p o n , without
justifiable cause or reason despite demand;
2. Material breach of this Agreement;
3. Habitual breach of the EITHER PARTY, even if the breach was cured;
If this Agreement is canceled due to a material breach by one of the parties,
the innocent Party may pursue any available remedies at law and in equity.
ARTICLE 12: LICENSE TO OPERATE (LTO)
PARTIES duly acknowledge the FIRST PARTY shall be the authorized
party to process the Certificate of Product Registration (CPR) as the
specified product’s manufacturer.
The application for the CPR will be processed on behalf of the SECOND
PARTY. As such, the CPR shall be under the name of the SECOND
PARTY. The fees for the registration procedures mentioned shall be for the
account of the SECOND PARTY.
In any event that the License of Operate (LTO), Certificate of Product
Registration (CPR), License, Certification, Registration or Accreditation of
the FIRST PARTY is utilized by the SECOND PARTY, the SECOND
PARTY is bound to replenish their stocks on a monthly-basis or on a pre-
scheduled-basis, as may be agreed upon by both parties.
ARTICLE 13: VENUE
Any action arising from or in connection with this Agreement, shall be
exclusively filed before courts of Muntinlupa to the exclusion of all other
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courts and venues.
ARTICLE 14. FORCE MAJEURE
The PARTIES are not liable for any failure or delay in the performance the
obligations in this Agreement due to causes beyond the reasonable control
of the PARTIES including, but not limited to, acts of God. acts of civil
authorities, acts of military authorities, riots, embargoes, acts of nature and
natural disasters, and other acts which may be due to unforeseen
circumstances. Except for extraordinary price inflation, prior to producing the
goods, the FIRST PARTY shall inform the SECOND PARTY in writing of
any price inflation in the cost of raw materials needed in the supply of the
product. Any increase in the price shall only apply to the next purchase order.
The FIRST PARTY shall only produce the goods upon securing the written
consent of the SECOND PARTY to the price change.
ARTICLE 15. WAREHOUSE FEE.
After the product formulation/manufacture once the Goods are available
the SECOND PARTY shall pick-up the goods within THREE (3) days.
Should SECOND PARTY fail to pick up the products, a warehouse fee
shall be charged the amount equivalent to two percent (2%) of the total
Contract Price, per-month, until the same had been picked-up or
delivered. After notice and lapsed of sixty (60) day period, without the
SECOND PARTY arranging for the pick-up or delivery of the Goods, the
FIRST PARTY may dispose of the Goods in accordance with the
provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Memorandum of Agreement to be executed by their respective duly authorized
representatives in a legally binding manner this __________, ______________
at ____________________, Philippines.
LESTER VINCENT ORTILLA GLORIANNE A. TARROBAL
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FIRST PARTY SECOND PARTY
SIGNED IN THE PRESENCE OF:
_______________________ ____________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
_____________________________) SS.
BEFORE ME, personally appeared:
Name Identification No. Date/
Place
Issued
LESTER VINCENT
ORTILLA
Known to me/were identified by me through competent evidence of
identity to be the same persons described in the foregoing MEMORANDUM
OF AGREEMENT, who acknowledged before me that their respective
signatures of the instruments were voluntarily affixed by them for the purpose
stated therein, and who declared to me that they have executed the instrument as
their free act and voluntary act.
This instrument, consisting of _______ (__) pages, including the page on
which this acknowledgment is written, has been signed by the concerned parties
and their witnesses, and sealed with my notarial seal.
WITNESS MY HAND AND SEAL on this _________________ at
_________________ Philippines.
NOTARY PUBLIC
Doc. No. __;
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Page No. __;
Book No.__;
Series of 2023.
ANNEX A
THE MOISTURIZER FORMULATION
Ingredients Percentage
Ethylhexyl Palmitate 9.50%
Sunflower Oil 0.50%
Stearic Acid 1.50%
Dimethicone 2.00%
Cera Alba 0.50%
Cetearyl Alcohol (and) Ceteareth-20 4.00%
Distilled Water 68.18%
Xanthum Gum 0.30%
Glycerine 5.00%
Niacinamide 0.50%
Bakuchiol Extract 1.00%
Snail Extract 5.00%
Centella Asiatica 0.10%
Cyclopentosiloxane 0.50%
Snail White Scent 0.12%
Ethoxydiglycol 0.20%
D-Tocopherol 0.10%
Ethylhexyl Glycerine and Phenoxyethanol 1.00%
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ANNEX B
THE SERUM FORMULATION
Ingredients %
Water Distilled 76.30%
Acrylic Polymer 0.50%
Niacinamide 5.00%
Propylene Glycol 6.00%
Gluconolactone 0.60%
EDTA 0.10%
Centella Asiatica Leaf Water 5.00%
Hyaluronic Acid 1.00%
Propanediol, Aqua (Water), Mauritia Flexuosa Pulp
Powder 0.25%
Snail Secretion 2.00%
Sodium Benzoate 0.80%
Alpha Arbutin 0.10%
Aloe Vera Extract 0.10%
Ethoxy diglycol 0.20%
Ethylhexyl Glycerine and Phenoxyethanol 1.00%
Polysorbate 20 1.00%
Japanese Green Tea 0.05%
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