Pro-forma Lease Contract 4e6866

PRO-FORMA CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS: This Contract of Lease made and entered into by and between: TECHNOLOGY RESOURCE CENTER a government corporation with office address at #103 J. Abad Santos cor. Lopez Jaena Sts. Little Baguio, San Juan City, represented herein by its Director-General, ANTONIO Y. ORTIZ, for and in behalf of the Government of the Republic of the Philippines, as the of certain Technology Centers, and hereinafter referred to as “TRC”; -and__________________________________________, a ____________________ duly organized and existing under and by virtue of existing laws of the Philippines, and with office address at ___________________________________________________ herein represented by its ________________________________________ herein referred to as the "LESSEE". W I T N E S S E T H: That WHEREAS, TRC is mandated to manage and ister an industrial area known as the ___________________ Technology Center located at ______________________________ , with factory buildings erected thereon; WHEREAS, the LESSEE is cognizant of TRC’s aforementioned mandate and hereby recognizes the absolute right of TRC to lease, let and demise subject property; WHEREAS, the LESSEE desires to lease BUILDING NOS. _____________________ and TRC is willing to lease the same to the LESSEE under the and conditions hereunder set forth; NOW, THEREFORE, for and in consideration of the foregoing premises, the parties herein agree and bind themselves as follows: LEASED PREMISES 1. TRC hereby leases unto the LESSEE, and the latter hereby accepts to lease from the former, ____________________________ containing an area of ________________________________________________________________________. USE OF LEASED PREMISES

2. The leased premises shall be used exclusively by the LESSEE for the establishment, operation and maintenance of such machinery, equipment and other improvements as may be necessary to carry on its business as a manufacturer. It is expressly agreed that, if at any time during the term of this lease and without the previous written consent of TRC, the leased premises are used for any other purpose; TRC shall have the absolute right to rescind this Contract in accordance with paragraph 29 hereof with right to damages.

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“ ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------.” The leased premises shall not be used as workers’ sleeping quarters, except in the event that overtime or shifting is required. In this case, prior written notice from the LESSEE shall be required. The LESSEE shall be allowed to maintain a maximum of ____________ regular stay-in workers in the leased premises to ensure security of its properties and for other purposes, which the company deem necessary. In no case, however, shall cooking, drinking of liquors and other intoxicating beverages, gambling, illegal activities and other activities that may put the leased premises and its inhabitants at risk, be allowed. Any damage to the leased premises cost of loss and expenses for the restoration resulting from non-compliance of the above restrictions shall be for the of the LESSEE and shall hold TRC free and harmless from any damage arising there from. 3. The LESSEE shall not assign, transfer or encumber its rights under this Contract nor sublease or sublet all or any part of the leased premises without the prior written consent of TRC. Provided, that any majority change in the stock ownership of the LESSEE shall be considered as assignment or transfer for purposes of this section. 4. The LESSEE shall not bring nor allow to be brought into the leased premises any articles which the law prohibit nor shall the LESSEE carry on or permit upon said premises any trade or occupation or suffer to be done any other activity which may prejudice in whole or in part any policy or insurance covering the premises. 5. The LESSEE, shall, at its sole expense, secure the leased premises and maintain the same in a first class condition, free from obnoxious odors, disturbing noises and other nuisances except as is consistent with the conduct of its business. 6. The LESSEE shall ensure that its operations during the course of manufacturing or production will not endanger public safety or public health. 7. The LESSEE shall make provisions for the treatment and disposal of industrial waste and scraps in a manner acceptable to existing government laws, rules and regulations. DURATION OF LEASE 8. The duration of this lease shall be for ____________________ commencing on _________________ for ____________________________ and expiring on ___________________. Upon expiration of the _______________________, the LESSEE, subject to approval by the TRC, may renew the lease, which option must be exercised in writing by the LESSEE at least _____________ prior to the expiration of the lease contract. The and condition of the renewal of the contract shall be the subject of a negotiation between the parties. RENTAL AND OTHER CONSIDERATIONS

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9. For the ___________ lease duration, the monthly rental rate for the building/s shall be computed at ______________per square meter or _________________________________________, including 12% Reformed Value Added Tax (R-VAT), for the entire area of ________________ square meters. 10.The LESSEE shall pay to TRC, for the use and occupancy of the leased premises the monthly lease rental in Philippine Currency at the offices of TRC or such other place as TRC may otherwise designate. Lease payments shall be made every first day of each month. All payments shall be made without the necessity of any previous notice or demand, it being understood that in case of default, any amount due shall automatically bear penalty of ____________ per month computed from due date until fully paid, and in addition, LESSEE shall be liable to TRC for an additional sum equivalent to twenty-five percent (25%) of the rentals due as attorney's fees in the event of litigation. Furthermore, TRC may terminate this Contract and eject the LESSEE as hereinafter set forth. In the event LESSEE incurs any delay in the payment of rentals for a period of thirty (30) days or more from the date the rentals become due, TRC shall have the right to summarily cut-off all electricity, telephone, water and other utility services to the Leased premises. All payments shall be subject to 12% R-Value added Tax. 11 Upon g of this Contract, the LESSEE shall pay TRC ___________ months advance rental for the leased premises, equivalent to __________________________________________. The advance rental payments shall be applied at the end of the term of lease. 12.

Further, the LESSEE shall, upon g of the Lease Contract, __________________ post dated checks, covering the monthly lease payments for the entire ____________ year duration of the lease. RENTAL ADJUSTMENT

13.It is understood that there will be no rental rate adjustment or increase during the period. However, rental increase or adjustment can be made in the event of an inflationary situation within the period of this lease. This shall be subject to a mutual assessment and evaluation of the event by both parties. SECURITY DEPOSIT 14.The security deposit shall be equivalent to ____________ months rental, or the sum of ________________________________________________________ without R-VAT. The deposit shall be considered and held by TRC as security for the full and faithful observance and performance by the LESSEE of all the and conditions of this Contract. This deposit shall be forfeited in favor of TRC in the event that the project implementation is not commenced within forty-five (45) calendar days from the date of effectivity of the lease contract. 15.In the event of LESSEE's failure to comply with any of the and conditions of this Contract, TRC may, at its option, appropriate and apply the said deposit or a part thereof as may be necessary to compensate TRC for whatever expense, loss or damage it may sustain on of such breach by the LESSEE. Should the entire deposit or part thereof be appropriated or applied by TRC, whether for the payment of rentals in arrears or other sums due and payable to TRC by the LESSEE, then the LESSEE shall, upon written notice by

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TRC, within ____________ calendar days from receipt of such notice, remit to TRC such amount or amounts as will be sufficient to restore the said deposit to the sum required herein, and the LESSEE's failure to do so shall constitute a breach of this Contract.

16. If the LESSEE has fully and faithfully complied with all of the and conditions herein, all utility bills, common area and other charges accruing up to and when the LESSEE vacates the leased premises, said security deposit or any remaining portion thereof shall be returned to the LESSEE _________________________ working days after LESSEE has actually and permanently vacated the leased premises or until such time that charges have been determined and applied against the security deposit. It is further understood that the deposit shall not earn any interest whatsoever. LEASE OF RAW LAND 17. Raw land or unpaved portions inside the Technology Center mentioned in Section 18 hereof which shall be used for the construction of new building/s shall be leased at a rate of ________________ per square meter per month. Said lease rate is fixed and shall not be subject to adjustment during the entire period of their lease except in cases of extraordinary inflation. BUILDING AND IMPROVEMENTS 18.Subject to written approval by the TRC, the LESSEE, in addition to the existing factory building, may erect its own building(s) on the unpaved portion in the Technology Center premises, subject to the Technology Center Zoning and Land Use Regulations herein attached as Annex “A” attach it in all contracts which shall be covered either by an addendum to this contract or a separate contract, whichever is applicable. The LESSEE may likewise undertake improvements and repairs, and in addition thereto, install machinery and equipment of every description and character as may be necessary for purposes of carrying on its business consistent with the applicable provisions of Presidential Decree No. 1096, otherwise known as the National Building Code, as amended, and such other applicable laws governing the issuance of building and occupancy permits, mechanical or electrical inspections and visitations of the premises of the LESSEE. Provided that constructions of such new building, including electrical connections, partitions, and other similar installations and improvements on the leased premises shall be for the LESSEE's . Provided further, that LESSEE shall not make any alterations, additions, major repairs, nor start or proceed any major repair work, or in any way, introduce improvements nor start work in the leased premises without first obtaining TRC’s written approval and consent, as herein provided. Constructions on the unpaved portions inside the Technology Center premises and building improvements performed without prior written approval of TRC shall be penalized in the amount of FIFTY THOUSAND PESOS (P 50,000.00) or the cost of restoration to the facility’s original condition at the option of TRC, without prejudice to TRC’s right to terminate the contract. TRC, however, has the absolute and unqualified right to refuse any request of the LESSEE to construct new buildings and make or introduce such alterations, renovations, additions or improvements. 19.The LESSEE hereby acknowledges to have taken possession of the leased premises in good and tenantable condition. At the end of the lease, TRC shall

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have the right to use the deposit stated in Section 14 hereof to undertake repairs of the buildings to bring it into its original, good and tenantable condition, wear and tear excepted. The excess portion of the deposit shall then be returned to the LESSEE. However, if the deposit is not enough for the expenses mentioned, TRC may demand for such difference. 20. After the termination of the initial lease period or should the lease be terminated before such period, all improvements, additions, repairs or work of whatever nature made in the leased premises shall become the property of TRC. However, if at the expiration of the term of the original lease or renewal thereof, TRC should decide that the property be restored to its original condition, the responsibility and the expenses incurred for the removal of said improvements shall be borne by the LESSEE. 21.The LESSEE hereby expressly recognizes the absolute right of TRC, or its duly authorized representatives, to enter the leased premises at any reasonable time for the purpose of inspecting the premises or utility facilities of the leased premises or otherwise to assure TRC that the LESSEE is complying with all the and conditions of this lease, and during the last six months of the lease, to exhibit the leased premises to prospective lessees. REPAIRS AND MAINTENANCE 22.The LESSEE shall, at its own expense, maintain the leased premises in good order and condition. All expenses for replacement of electrical bulbs, broken window glasses and for the repair of locks, repair of plumbing installations, bathroom tiles, toilet bowls, interior/ exterior paintings, electrical switches, roofing sheets, leaks and all other items included in the leased premises, shall be for the of the LESSEE. ABANDONMENT OF LEASED PREMISES/SUSPENSION OF OPERATIONS 23.In case the leased premises are deserted, abandoned or vacated without prior written notice or in case of suspension of operations by the LESSEE at any time during the term of the lease for a continuous period of thirty (30) calendar days, TRC shall have the right to enter the leased premises as an agent of the LESSEE through force if necessary, without being liable for any prosecution therefore. In this connection, the TRC is hereby appointed as an attorney-in-fact of the LESSEE to remove, store temporarily, or sell, or dispose of any and all unencumbered goods, machinery, equipment, merchandise, raw materials, furniture and other assets located in the leased premises and to apply the proceeds of such sale to the damages, interests, fees, unpaid rentals or other outstanding obligations which the LESSEE may owe to TRC. UTILITIES 24.That the LESSEE shall pay for and defray all expenses for electric power, telephone, water and other utility services which may be used or required by the LESSEE in the leased premises. The cost of the maintenance of all public services and utilities in the leased premises shall be for the sole of the LESSEE. Facilities and/or services used in common by the LESSEES of the ______________________ Technology Center shall be paid for by them in proportion to the areas leased. Repairs in the utility service system, including water pipes and toilet equipment and facilities within the leased premises shall be undertaken by and shall be for the sole of the LESSEE. Provided, however, that if the LESSEE shall delay in undertaking the necessary repairs and

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shall not make the repairs in a satisfactory manner, TRC reserves the right to undertake or make such repairs and charge the LESSEE for the expenses of the cost thereof and deduct the same from the LESSEE's security deposit. GARBAGE RECEPTACLES 25.The LESSEE shall provide, at its own expense, receptacles to hold and contain its waste matter, garbage and refuse and shall place them at such place/s as may be designated by TRC. The garbage fees assessable against the building shall be for the of the LESSEE. COMPLIANCE WITH LAWS AND REGULATIONS 26.That LESSEE shall promptly comply with any or all laws, ordinances, rules, regulations and orders which the national, provincial or local government, or any department, bureau, board, commission or other agency or instrumentality thereof might promulgate and will likewise comply with all regulations that TRC might from time to time adopt and enforce regarding the use, occupation, sanitation and safety of the leased premises. INSURANCE 27. TRC shall insure and keep insured the building against loss or damage caused by fire to the extent of the full insurable value thereof. The LESSEE shall however be responsible to insure and keep insured the raw materials, finished and in-process goods, machinery and equipment inside the leased premises. In case of damage and losses due to fire and other causes during the term of the lease, TRC may reconstruct or restore the lost or damaged property to its original condition using the proceeds from insurance for the continued lease and use by the LESSEE. In the event that the insurance proceeds are insufficient for purposes of reconstruction or restoration as herein required and when the damage or loss is due to the LESSEE’s negligence/fault, as ed by the Bureau of Fire Protection Report, then the LESSEE shall provide necessary funds to augment the insurance proceeds. In the same case, the LESSEE shall also continuously pay for the regular monthly rental during the rehabilitation and reconstruction period but not exceeding six (6) months, or the pre-construction and reconstruction periods. GROUNDS FOR TERMINATION/SUSPENSION OF LEASE CONTRACT 28.The TRC may, at its option, terminate or suspend the lease contract upon the occurrence of any of the following events: a) Failure of the LESSEE to pay any of its monthly rentals when the same falls due; b) Use of leased premises for purposes other than agreed upon in Section 2 hereof; c) Failure of LESSEE to generate employment and start its business operations within the projected time table; d) Violations by the LESSEE of any provision and/or condition of this Lease Contract.; e) Declaration or filing by the LESSEE of a petition for insolvency; or f) Change of corporate name/structure without justifiable reasons and/or prior written approval from TRC.

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DEFAULT 29.Any violation or default in the performance of the covenants and obligations set forth in this Contract, including non-payment of rentals shall constitute a ground for TRC to revoke or rescind this Contract without the need of judicial or extra judicial demand/action within thirty (30) days from written notice of such violation or default.

FORCE MAJEURE 30. Neither the TRC nor the LESSEE shall be held liable for any delay in or failure of performance of their respective obligations set hereunder if such delay or failure arises from or are the consequence of force majeure; provided, it has taken proper precautions, due care and reasonable alternative measures to avoid or otherwise minimize the effects thereof or the delay or failure; provided further, that any party claiming the benefit of the set herewith shall within thirty (30) calendar days from the occurrence of force majeure give notice thereof to the other party including sufficient information as to its cause. The term force majeure shall mean all events which could not have been foreseen, or though foreseen, were inevitable and beyond the control of the LESSEE, and which may materially affect the ability of the LESSEE to comply with any of its obligations under this lease contract, and shall include, among others: a) Acts of war or public enemy whether war be declared or not; and b) Public disorders, acts of public enemies, sabotage, rebellion, revolution, civil commotion, strikes, lockouts, boycotts or other industrial or labor disputes, acts of the Government or any other cause or causes, whether similar or dissimilar to the foregoing, beyond the reasonable control of the LESSEE and the TRC. INDEMNITIES 31.The LESSEE hereby agrees to hold TRC free and harmless from any and all claims of LESSEE's employees, customers, guests or by any third party for loss or damage, including claims for property damage, personal injury or wrongful death arising out of any event or accident on the leased premises or occasioned by any nuisance made or suffered on the premises, or by any fire thereon, or growing out of or caused by any failure on the part of the LESSEE to maintain the premises in a safe, sanitary and secure condition, or by reason of LESSEE's violation, non-observance or non-performance of rules, regulations, ordinances, laws and conditions of the government or its instrumentality or as required by this Contract concerning or affecting the leased premises or the improvements therein. NON-WAIVER OF RIGHTS 32.Failure or delay of TRC to insist on the strict performance by the LESSEE of any stipulation or condition of this Contract and/or to exercise any right or option herein shall not be construed as abandonment, withdrawal, waiver or cancellation of such right, stipulation, condition or option.

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33.To be operative, any amendment to this Contract shall be in writing. DISCLAIMER OF LIABILITY 34.TRC shall not be held liable by the LESSEE in any manner for the non-operation (due to breakdown or any other cause) of the water pump and/or other facilities of the leased premises, nor for the failure of electricity or other utilities. DISTURBANCE OF POSSESSION 35.Disturbance or discontinuance of the LESSEE's possession of the leased premises due to causes beyond the reasonable control of the TRC shall confer no right of any kind to the LESSEE as against TRC. However, the LESSEE shall have the right to terminate or discontinue possession of the leased premises if the disturbance cannot cease and stop provided that TRC is duly notified thereof. ASSIGNMENT OF LEASE 36.The LESSEE hereby recognizes that TRC has the absolute and unrestricted right to assign, transfer or otherwise convey its rights under this Contract in favor of any person, corporation, or any other agency. Nevertheless, the assignee shall fulfill TRC’s contractual obligation pertaining to this Contract. BUILDING ISTRATION 37.The LESSEE hereby recognizes the authority of TRC to designate an Industrial TC , who shall act as TRC’s representative in all matters related to this Contract of Lease. The LESSEE further recognizes and acknowledges the authority of the TC in all matters pertaining to this Contract. SECURITY 38.TRC shall provide a 24-hour security detail to police the main entrance and other access points in the TC premises. TRC shall not in any manner be held able or liable for any loss or damage that may be suffered by the LESSEE in or about the leased premises due to theft, robbery, arson and other crimes. The LESSEE must provide its own security guards for its leased premises, but LESSEE shall give prior written notice to the TRC designated TC and furnish such details and other information as may be reasonably requested. REPORTORIAL REQUIREMENTS 39.The LESSEE shall provide TRC the Standard Reportorial Requirements on a quarterly basis such as; a) b) c) d) e)

List of Employees; Payroll; Power Consumption; Local Taxes Paid; and Audited Financial Statement.

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The LESSEE shall be informed of additional reportorial requirements that may be deemed necessary and required by TRC in the process of determining the impact of the project in the area. NOTICES 40.All notices or demands of any kind, which TRC may serve on LESSEE under the of this lease, may be served by leaving a copy of such demand or notice, or by mailing a copy thereof at the leased premises. VENUES 41.Venue of all actions, arising from or in connection with this Contract shall be exclusively at the proper courts of San Juan City only, all other venues being expressly waived. BINDING EFFECT 42.This agreement constitutes the entire agreement of the parties and shall not be changed in any manner except in writing subscribed by the parties through their respective duly authorized officers or representatives. EFFECTIVITY 43. This contract shall take effect on ______________________ and the provisions thereof shall be valid and binding within _____________ years from there.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed and executed this _____ day of __________ 2008. TECHNOLOGY RESOURCE CENTER _____________________________________________ (TRC) By:

(LESSEE)

By:

_______________________________ ANTONIO Y. ORTIZ Director-General

_______________________________ Printed Name (Designation)

WITNESSES: _______________________________ _______________________________ ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES)

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SAN JUAN CITY

) S.S.

Before me Notary Public for ______________________ this day of _____ 2008, personally appeared: NAME ANTONIO Y. ORTIZ NAME

RES. CERT. NO. 06220638

DATE/PLACE ISSUED Jan. 7, 2008/Quezon City

RES. CERT. NO.

DATE/PLACE ISSUED

both known to me to be the same persons who executed the foregoing instrument and they acknowledged to me that the same is their free act and deed as well as of the principal they represent. This instrument refers to the Contract of Lease consisting of ______________ pages including this page, signed by the parties and their witnesses on each and every page and sealed with my notarial seal. WITNESS MY HAND AND SEAL on the date and place above written. Doc. No. Page No. Book No. Series of 2008.

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