MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

GAUDENCIO DENNIS ROTOMO, of legal age, Filipino and a resident of 47 Visitacion

Street, Jones Avenue, Cebu City and a registered DEALER per Contract of Dealership dated
_____________________, doing business under the name of Cebu Merlion Traders Inc. and
hereinafter referred to as the Dealer.
- a n d -

CARGILL PHILIPPINES, INC., a domestic corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines with business office at Dampol
1st, Pulilan, Bulacan, and hereinafter referred to as the Company.

WITNESSETH THAT:

WHEREAS, under the main Dealership Agreement, Dealer has agreed to employ and
develop a program (the Program) for Organized Outside Salesman (OOS) of their own in
the pursuit of the business objectives contemplated under the Dealership Agreement;

NOW, THEREFORE, for and in consideration of the foregoing and the terms and
conditions of this Memorandum of Agreement (MOA) as herein below indicated the parties
mutually agree to be bound as follows:

1. The Dealer shall engage the services of EDMUND D. ELIZAGA as its OOS to provide the
items identified under Annex A.

2. The Company shall assist the Dealer by providing the OOS

3. training programs with emphasis on the following topics: Swine Management and Selling
Skills and subsidy/ies in accordance with Annex A of this MOA.

4. The Dealer understand that OOS would work based on above Key Results Area only to gain
maximum benefit of the program.

5. The Dealer shall ensure that its OOS must have the following qualifications:

3.1. Product Knowledge

3.2. Distribution Network
3.3. Salesmanship
3.4. Personality Development
3.5. Merchandising Set-Up
3.6. Accounts Receivable Management
3.7. Sales Activities (FGM, KFD, FD)
3.8. Basic Animal Nutrition
3.9. Work Attitude and Work Values
3.10. Presentation of Activity

5. The Dealer and its OOS shall keep confidential and secret any and all confidential and
proprietary information disclosed to it by the Company, its employees, agents, contractors,
advisors or consultants. "Confidential Information" shall include, but not be limited to, trade
secrets, know-how, proprietary information, formulae, processes, techniques and
information relating to the Companys past, present and future marketing, business,
financial, and research and development activities that may be disclosed, whether orally
or in writing, to the Dealer by the Company and/or its parent, subsidiary or affiliate
companies, or that may be otherwise received or accessed by the Dealer in the course of
performing this MOA. The Dealer expressly agrees that any information it discovers or
develops under this MOA shall not be used or disclosed by it to any third party, nor shall
the Dealer show this MOA or disclose the existence, nature or subject matter of this MOA

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 to any third party without the prior written consent of the Company. The Dealer's
obligations not to disclose Confidential Information to third parties and otherwise not to
use Confidential Information shall survive the termination of this MOA. The Dealer shall
not duplicate any material containing Confidential Information except in the direct
performance of its obligations under this MOA. The Dealer shall return all copies of
materials containing Confidential Information upon the Dealers completion of Services
under this MOA or upon any earlier termination of this MOA for any reason whatsoever.

6. The Dealer represents and warrants that it is the employer of the OOS, and no employer-
employee relationship shall be deemed to exist between Company and the Dealer or
between the Company and the employees or OOS of the Dealer by virtue of this MOA.
Nothing herein shall constitute or be deemed to constitute a joint venture, agency, or
partnership between the Company and the Dealer, and neither party shall hold itself out,
or allow itself to he held out, as a joint venturer, agent, or partner of the other.

7. The Dealer shall have the exclusive discretion in the selection, engagement, supervision,
control and discharge of an OOS. The terms and conditions of employment of a OOS are
the exclusive concern of the Dealer. However, the Company is free to provide input on
the matter.

8. The Dealer, in a manner it may deem efficient and effective, shall have control over the
ways and means by which the OOS shall perform the services under Annex A, without
interference from Company save as to the results thereof.

9. The Dealer shall comply with all laws, rules, and regulations pertaining to labor and
employment, such as, but not necessarily limited to, payment of wages, backwages, 13th
month pay, premium pay, overtime pay, holiday pay, payment of SSS, PhilHealth benefits,
and Employee Compensation premiums, grant of service incentive leave, and other
required benefits specifically provided for by applicable labor laws and regulations, with
respect to the OOS.

10. The Dealer acknowledges and agrees that all matters of compensation and benefits
(including, without limitation, pension plans. profit sharing plans, life insurance plans,
medical plans, disability plans, severance plans, vacation or sickness arrangements,
bonus or stock option arrangements, or any other compensation or incentive
compensation arrangements) of any nature whatsoever for the OOS is solely a matter
between the Dealer and the OOS. The Dealer agrees to indemnify and hold harmless the
Company for any and all costs, damages and lOOSes that the Company may incur
resulting from (i) any claims for benefits that the OOS makes under any employee benefit
plans or compensation arrangements that the Company makes available to its employees,
(ii) any claims by the OOS based on any alleged employer-employee relationship with the
Company, and (ii) any claims for taxes, penalties and interest made by any governmental
authority arising out of any payments that the Dealer makes to the OOS.

11. The Dealer assumes full responsibility for the acts or omissions of the OOS in relation to
the performance of the Services. The Dealer shall ensure that at no time shall the OOS
represent himself or herself as an employee of the Company.

12. The Dealer shall have the sole right to discipline, suspend, dismiss or otherwise impose
disciplinary penalty on any OOS; provided, that the Company shall have the right to report
to the Dealer, for appropriate action by the latter to be solely determined by it, any
untoward act or omission committed by any OOS, or any dissatisfaction on the part of the
Company with the performance by any OOS of the Services.

13. The Dealer shall supply the OOS with items such as identification cards, time
cards/sheets, orientation guides, and other similar items. Consistent with the nature of this
MOA, all such items shall be issued solely in the name of the Dealer, and shall identify the
Dealer as the employer of the OOS. The name, logo, mark, trade name, trademark or any
device of the Company shall not appear or be reflected in all such items.

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14. The Dealer shall hold the Company free and harmless from any and all claims by the
OOS on any cause of action relative to any employer-employee relationship. The Dealer
shall by itself settle all such claims without any burden to the Company.

15. In the event of a suit against the Company brought by the OOS or by any government
office or agency or any person or entity on the theory that the Company is the employer of
such employee, the Dealer shall assist the Company in defending this MOA as
establishing between the Dealer and the Company the relation of the Company and the
Dealer, except when such a suit was brought about by the fault or negligence of the
Company, its officers or its employees.

16. The Dealer shall defend and hold the Company, its officers, directors, employees and
agents free and harmless from and against any and all liability to, demands by, expenses
of, and claims by the OOS, including but not limited to those relating salaries and wages
and SSS, Pag-Ibig or Philhealth contributions, other employee benefits like 13 th month
pay.

17. The Company hereby reserves its right to terminate this MOA at any time provided that a
thirty (30) day advanced written notice is sent to the Dealer. Nonetheless, the Company
may terminate this MOA immediately without need of notice upon: a) Insolvency,
merger or change in business interest in the Dealer; b) The filing of any claim or suit
against the Company, its employees, directors and affiliates before any agency, tribunal or
court of competent jurisdiction by the Dealer, its employees, OOS, representatives, or
affiliates; c) The Service Provider garners negative publicity that will affect the
Companys image and reputation; or d) Other analogous circumstances that affect
the Companys productivity, safety and reputation, and as provided by law.

18. Neither party shall be liable for any reasonable delays or failures in performance due to
force majeure.

19. Any notice or other communications given pursuant to this MOA shall be in writing and
shall be effective either when delivered personally to the party for whom intended, or five
(5) days following deposit of the same into the local mail (registered mail, return receipt
requested), or two (2) days following the deposit of the same with an overnight or other
express delivery service, addressed to such party at the address set forth on the initial
page of this MOA. Either party may designate a different address by notice to the other
given in accordance herewith.

20. The parties agree that, in the event of a dispute or alleged breach, they will work together
in good faith first, to resolve the matter internally by escalating it to higher levels of
management and, then if necessary, to use a mutually agreed alternative dispute
resolution technique prior to resorting to litigation, other than disputes involving
confidentiality or infringement of intellectual property rights. In the event of litigation, the
parties agree that the venue shall be the proper court of Taguig City, Philippines, to the
exclusion of all other courts.

21. Any dispute arising from the interpretation or enforcement of this MOA which is not
resolved by negotiation or mediation shall be referred to Arbitration. The arbitration
procedures according to Republic Act No. 9285, otherwise known as the Alternative
Dispute Resolution Act of 2004, shall be followed. Each party shall appoint one arbitrator
and the two arbitrators appointed shall choose the third member. The Arbitration shall be
held in Makati City, Philippines applying Philippine Law. This instrument shall serve as the
agreement of the parties to arbitrate. Costs of arbitration shall be shared equally by both
parties.

22. If any term or provision of this MOA shall be found by a court of competent jurisdiction to
be invalid, illegal or otherwise unenforceable, the same shall not affect the legality of the
other terms or provisions hereof or the whole of this MOA, but such term or provision shall
be deemed modified to the extent necessary in the courts opinion to render such term or
provision enforceable, and the rights and obligations of the parties shall be construed and
enforced accordingly, preserving to the fullest permissible extent the intent and
agreements of the parties herein set forth.

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23. The terms of this MOA shall bind the Company and the Dealer and their respective
successors and assigns. Notwithstanding the foregoing this MOA is not assignable in
whole by the Dealer without the prior written consent of the Company.

24. The failure of either party to take action as a result of a breach of this MOA by the other
party shall constitute neither a waiver of the particular breach involved nor a waiver of
either party's right to enforce any or all provisions of this MOA through any remedy
granted by law or this MOA.

25. The rights and obligations of the parties in this MOA that are by their nature or context
intended to survive the expiration or termination of this MOA to achieve the intended
result, including, without limitation, the rights and obligations under the provisions on
Confidentiality and Indemnification, shall so survive the termination of this MOA.

26. This MOA shall be construed and governed by the laws of the Philippines.

27. This MOA repeals, amends and modifies any and all previous agreements between the
Dealer and the Company, in so far as the previous agreements are inconsistent with this
MOA.

IN WITNESS WHEREOF, the parties through their respective Officer/ Representative

havesigned this MOA this 18th day of January 2017 here at CMTI, Cebu City.

GAUDENCIO DENNIS ROTOMO

(Signature over Printed Name)
DEALER

SIGNED IN THE PRESENCE OF:

___________________________ EDMUND D. ELIZAGA_____

(Signature over Printed Name) (Signature over Printed Name)
PURINA TM/PA OOS

NOTARIAL ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF CEBU ) S. S.

BEFORE ME, A Notary Public for and in the City and Province of Cebu, this _______ day of
_____________, 2017 personally appeared the following:

NAME CTC NO./SSS ID DATE/PLACE ISSUED

GAUDENCIO DENNIS ROTOMO ________________ _________________

EDMUND D. ELIZAGA ________________ _________________

both known to me and to me known to be the same persons who executed the foregoing
instrument consisting of this five (5) pages including this page where the acknowledgment is
written, each and every page hereof signed by the parties and their witnesses and they
acknowledge that the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and place aforementioned.

Doc. No. ________;

Page No. ________;
Book No. ________;

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Series of 2017
ANNEX A
SCOPE

The Dealer shall ensure that its OOS, so as to achieve the degree of professionalism as
required under the objectives of this MOA, shall provide the following:

a. Organize Outside Selling

a.1 Feeder call on a regular basis

a.2 Maintain current feeder customer and make new prospects
call
a.3 Develop Key Feeder

b. Sales and Service Point of Sales

b.1. Sell to new POS prospect and maintain contact to existing

POS
b.2. Service needs of POS

c. Organize Dealer Sales Activities

c.1. Conduct Feeder Group Meetings, Key Feeder Selling and

Feeding Demonstration
c.2. Collect Proof and Testimonial
c.3. Coordination on scheduled POS training meeting

d. In store merchandising and promotions

e. Coordinate with Dealer, and POS on market development

f. Other assignments as mutually agreed upon by the Dealer and the Territory
Manager or Purina Associate of the Company.

The Dealers subsidy/ies shall be based on program (volume tie up /monthly subsidy)
set/agreed by Dealer and the Company.

The Dealer agrees to provide the necessary documents to support the accomplishment of the
above objectives to the Company.