COMPROMISE AGREEMENT

This Agreement executed this 4th day of June 2019 at

___________________________________, by and between:

ABC CORPORATION, a corporation organized and existing

under and by virtue of the laws of the Republic of the Philippines
with principal office address at
____________________________________ Makati City, Philippines,
represented herein by its General Manager,
_________________________ (hereinafter referred to as the
“CLIENT”).

-and-

XYZ INTERNATIONAL CORPORATION, a corporation

organized and existing under and by virtue of the laws of the
Republic of the Philippines with principal office address at Manila,
Philippines, represented herein by its President/COO,
_______________________________________ (hereinafter referred to
as the ”SUBCONTRACTOR”).

WITNESSETH: That -

WHEREAS, the CLIENT and the SUBCONTRACTOR have

executed a Subcontract Agreement on 29 November 2017 (hereafter
referred to as the “Agreement”) whereby the CLIENT awarded to the
SUBCONTRACTOR the _______________________________________
(hereafter referred to as the “Project”).
 WHEREAS, the SUBCONTRACTOR undertakes to provide
detailed execution procedures, shop drawings, submittals, request for
information, as built plans, among others, to be submitted to the
CLIENT for his review and approval.

WHEREAS, the CLIENT and the SUBCONTRACTOR have

agreed that the contract price for the above-mentioned Air
conditioning and Ventilation works of the CLIENT’s Project was a
fixed lump sum of FIVE MILLION PESOS (Php5,000,000.00), VAT
inclusive.

WHEREAS, the Agreement that was signed by the CLIENT

and the SUBCONTRACTOR provides that any changes on any part
of the plan which include additions or deletions are to be accounted
for and deducted proportionately from the Php5M contract price.

WHEREAS, the CLIENT and SUBCONTRACTOR have reached

an accord to expedite settlement of the P5M contract amount for both
parties to move on.

NOW THEREFORE, in consideration of the foregoing

premises and mutual promises hereinafter set forth, the parties agree
as follows:

1. ) The CLIENT and the SUBCONTRACTOR agree that the original

Php5M contract price shall be adjusted to a reduced TWO MILLION
PESOS (Php2,000,000.00), VAT inclusive, after taking into
consideration the cost of net deletions.
2.) As FULL settlement of the Php2M adjusted contract price, the
SUBCONTRACTOR agrees that all payments made by the CLIENT
attributable to the original Php5M contract amount shall be
deducted from the Php2M adjusted contract price to arrive at the
remaining balance of payable by the CLIENT to the
SUBCONTRACTOR.

3. ) The CLIENT has made total payments to the SUBCONTRACTOR

in the amount of ONE MILLION PESOS (Php1M) which was
acknowledged by the SUBCONTRACTOR to be correct.

4. ) The SUBCONTRACTOR agrees that the sum of ONE MILLION

PESOS (Php1M) shall be the balance payable by the CLIENT to the
SUBCONTRACTOR representing FULL settlement of the P2M
reduced contract price. The SUBCONTRACTOR further agrees that
the sum of ONE MILLION PESOS (Php1M) shall be paid by the
CLIENT to the SUBCONTRACTOR in accordance with the following
schedule:

a. Initial payment of FIVE HUNDRED THOUSAND PESOS

(Php500,000.00) shall be paid to the SUBCONTRACTOR by the
CLIENT upon signing and due execution of this Compromise
Agreement.

b. The balance of FIVE HUNDRED THOUSAND PESOS

(Php500,000.00) shall be paid by the CLIENT only after all balance
of works are duly completed and punch lists are duly rectified by
the SUBCONTRACTOR.
.
5.) The signatories to this Agreement hereby represent and warrant
that they are duly authorized to execute this Agreement.

6.) The parties or their assigns hereby waive, renounce and forever
quitclaim all their respective claims and counterclaims subject of the
instant action as well as those that may arise therefrom, in
connection therewith or in relation thereto.

7.) The foregoing covenants are not contrary to law, morals, or public
policy and the parties bind themselves to comply strictly with their
undertakings.

IN WITNESS WHEREOF, the parties herein affixed their

signatures on the date and place above written.

__________________________________
(CLIENT)

(SUBCONTRACTOR)

By: By:

___________________________________________________________
General Manager President
 Signed in the presence of:

_____________________________ ________________________

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in ___________________,

this ______day of June 2019, personally appeared the following with
their respective Government-issued identification documents:

Name Government-issued ID

______________________________ _____________________________

_____________________________ _____________________________
known to me and to me known to be the same persons who executed
the foregoing Compromise Agreement which consists of
_______pages, including the page on which this Acknowledgement is
written, and they acknowledged to me that the same is their free and
voluntary act and that of the corporation they represent.