Know All Men by These Presents

MEMORANDUM OF AGREEMENT
KNOW ALL MEN BY THESE PRESENTS
This Memorandum of Agreement is entered into this _____________________, by and

between the following Parties:
BRIAN P. GOTUACO, of Legal Age, Filipino, and with postal address

at ___________________________, Philippines, hereinafter referred to
as the “FIRST PARTY”;
-and-
_________(company name)_____________, a corporation duly

constituted and registered in accordance with the laws of
___(country)___, with principal office address at
________________________________, represented by its
__(position)__, __(name)__, hereinafter referred to as the “SECOND
PARTY”;
Both Parties may hereinafter be collectively referred to as the

“PARTIES”.
WITNESSETH
WHEREAS, the SECOND PARTY is a corporation engaged in the business of

purchasing certain commodities including Gold (Aurum/Au);
WHEREAS, the FIRST PARTY has offered to supply the aforementioned commodity
for value and the SECOND PARTY has accepted such offer;
WHEREAS, as part of its due diligence, the SECOND PARTY requires that the
commodities be tested and authenticated by an independent third party prior to finalizing the sale
and supply of the same from the FIRST PARTY;
WHEREAS, the SECOND PARTY likewise requires that a cash bond be posted by the
FIRST PARTY who in turn agrees to posting the same;
NOW, THEREFORE, for and in consideration of the foregoing premises, the

PARTIES hereby enter into this Memorandum of Agreement (hereinafter referred to as the
“Agreement”) subject to the terms and conditions herein contained.
TERMS & CONDITIONS
Section 1. Cash Bond – By virtue of this Agreement, the SECOND PARTY confirms and
acknowledges receipt of Two Hundred Fifty Thousand Pesos (Php 250,000.00) from the
FIRST PARTY representing the latter’s Cash Bond on the supply of Gold for independent
testing.
Section 2. Guarantee – It is hereby understood that the aforementioned Cash Bond is received
from the FIRST PARTY for purposes of guaranteeing the authenticity and genuineness of the
supply of Gold to be tested by the SECOND PARTY. As such, should the said commodity fail
the testing the said Bond shall be forfeit in favor of the SECOND PARTY.
Conversely, upon due authentication and confirmation that the Gold in question is authentic and
genuine, the same amount shall be returned to the FIRST PARTY without any deductions and
without need of demand. Further, the Bond shall likewise be returned to the FIRST PARTY in
case of technical or gross default committed by the SECOND PARTY under Section 4 hereof.
Section 3. Testing fees and expenses – The SECOND PARTY alone shall bear the cost of
testing including all other necessary and incidental expenses therefor. The Cash Bond may not be
used in whole or in part to answer for any testing fees, incidental expenses, or any other
expenditures.
It is hereby expressly understood that the Cash Bond may not be reduced, deducted from, or used
by either of the PARTIES, until such time that the same may be declared forfeit or redeemable.
Section 4. Violation and Default – In case of Violation and/or Default on the part of the
SECOND PARTY in relation to the instant transaction resulting in the latter’s withdrawal from
the sale or an impairment thereof, the Bond shall be immediately returned to the FIRST PARTY
and subject to an increase of Five Percent (5%) per month that the same is delayed. The FIRST
PARTY reserves the right to impose a penalty on such violation or default in any amount which
shall not exceed an amount equivalent to the posted Bond.
Section 5. Non-Disclosure – The PARTIES hereby agree that in the conduct of this transaction
and business arrangement, both PARTIES may disclose certain confidential information
including but not limited to confidential processes, trade secrets, and insider information.
Necessarily, it is likewise agreed that both PARTIES shall, as much as practicable exercise and
strictly adhere to a policy of confidentiality and non-disclosure of any of the particulars of their
transaction(s), judicial orders and prior approval from the concerned party excepted.
Any violation or disclosure to a third-party of any information related to the instant transaction
made without the prior written approval or authorization of the party concerned shall merit a
penalty of not less than Fifty Thousand Pesos (Php 50,000.00) without prejudice to the filing of
any civil and/or criminal action in the proper judicial tribunals.
It is further understood and agreed that this policy of confidentiality and non-disclosure shall
survive this Agreement for a period of Five (5) years from the conclusion of the transaction
between the PARTIES.
Section 6. Dispute Resolution – Should any disagreement or dispute arise from this Agreement
or any of the terms and conditions stated herein, the PARTIES hereby bind and obligate
themselves to resolve the same amicably. However, should an amicable settlement be
impossible, the PARTIES hereby agree to vest sole and exclusive jurisdiction with the proper
courts of Parañaque City to the exclusion of any and all tribunals exercising concurrent or
coordinate jurisdiction.
Section 7. Separability – Should any of the stipulations made in this Agreement be found to be
contrary to law or public policy, such stipulation(s) shall be considered stricken and/or cancelled
and all other provisions made herein shall remain in full force and effect insofar as the same may
stand alone.
IN WITNESS WHEREOF, the PARTIES hereby set their hands this

______________________, in _____________________ City, Philippines.
For the First Party For the Second Party
Brian P. Gotuaco (name)

Republic of the Philippines)
City of _________________)S.S.
ACKNOWLEDGMENT
BEFORE ME, a Notary Public in and for the City of ___________________, this
___________________, personally appeared the following Parties presenting their Government
Issued IDs as competent proof of their identities:
Name Government Issued ID

Brian P. Gotuaco TIN:
(name) TIN:
known to me and to me known to be the same persons who executed the foregoing instrument
entitled “Memorandum of Agreement”, composed of Three (3) Pages including the page on
which this Acknowledgment is written, they further acknowledged to me that they have fully
read and understood the contents thereof and that the same is their true and voluntary act and
deed.
WITNESS MY HAND AND SEAL on the date and place first above written.
NOTARY PUBLIC
Doc No.: ______;

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Book No.: ______;
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MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS

This Memorandum of Agreement is entered into this _____________________, by and

BRIAN P. GOTUACO, of Legal Age, Filipino, and with postal address

_(company name)_____, a corporation duly

Both Parties may hereinafter be collectively referred to as the

WHEREAS, the SECOND PARTY is a corporation engaged in the business of

NOW, THEREFORE, for and in consideration of the foregoing premises, the

TERMS & CONDITIONS

IN WITNESS WHEREOF, the PARTIES hereby set their hands this

For the First Party For the Second Party

Brian P. Gotuaco (name)

Name Government Issued ID

Doc No.: ______;

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