MEMORANDUM OF AGREEMENT

FOR VETERINARY SERVICES

KNOW ALL MEN BY THESE PRESENTS:

This Memorandum of Agreement for Veterinary Services is executed and entered into
for all purposes and in all respects as of this ___ day of ___________________ 2021, by and
between: ____Name ni dad mo_____, of PC Exotic Pets (pwede mo rin to i-delete), with office
address at ___Address_____________, Caloocan City, hereinafter referred to as the “WILDLIFE
FARM OWNER“.

-and-

____Name ni vet____ , D.V.M., a duly registered veterinary practitioner existing under

and by virtue of the laws of the Republic of the Philippines, with PRC no. _________________
and with business address at _____Address ni vet______, hereinafter referred to as the
“VETERINARIAN”.

WITNESSETH:

WHEREAS, the VETERINARIAN is engaged in the business of providing veterinarian medical

services for domestic and wildlife animals.

WHEREAS, the WILDLIFE FARM OWNER is desirous of engaging the services of the
VETERINARIAN for providing medical care and attention towards the wildlife animals under its
care and possession

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WHEREAS, for and in consideration of a fixed 500.00 Php for professional fee per monthly visit
with additional fees for other specific procedures to be done thereinafter, the VETERINARIAN,
hereby agrees to undertake the scope of work as hereinafter provided.

NOW, THEREFORE, premises having been considered and with acknowledgment of the mutual
promises and of other good and valuable considerations herein contained, the Parties,
intending to be legally bound, hereby agree as follows:

I. DESCRIPTION OF WORK

The VETERINARIAN shall undertake this AGREEMENT FOR VETERINARY SERVICES

and provide medical services to all the wildlife animals under the care and
possession of the WILDLIFE FARM OWNER at _______Address niyo________.

A. SCOPE OF WORK. The VETERINARIAN shall provide its services and

expertise to embark on the following Scope of Work:

1. Shall perform regular monthly periodic inspection, tests, service,

check-ups and other measures to ensure that all the wildlife animals
under the care and possession of the WILDLIFE FARM OWNER are in
good health.
2. Shall respond to calls of the WILDLIFE FARM OWNER and/or its
authorized representatives for matters or complaints with regard to the
health of the wildlife animals that needs immediate attention.
3. Shall inform the WILDLIFE FARM OWNER of the status of the
health and well-being of the wildlife animals and the subsequent
outcome of any veterinary procedures done thereunto.
4. Maintain an updated record of the health and well-being of the wildlife
animals under the care and supervision of the WILDLIFE FARM
OWNER

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 B. TIME Of SERVICING

1. Regular monthly periodic inspection, tests, and check-ups service

shall be made during regular working hours (8:30 A.M. to 5:30 P.M.)
on regular working days (Mondays to Saturdays) and should be
completed within schedule, with at least two (2) days prior
notification to the WILDLIFE FARM OWNER
2. WITHIN (60) sixty minutes from the WILDLIFE FARM OWNER’S call-
out request, the VETERINARIAN shall made himself available to the
latter.
3. Provide a 24-hour “hotline” response number for emergency call-out.
Direct to the office of VERTERINARIAN.

II. MATERIALS

The VETERINARIAN shall comply with the following conditions in terms of

materials to be used.

1. Ensure availability of veterinary medical products and drugs that

could and/or would be needed during regular monthly check-ups and
possible procedures to be done unto the wildlife animals.
2. In case of further need for procurement of other products, the
VETERINARIAN shall ensure that the products to be procured are of
utmost quality and within the standards of the veterinary industry
3. The VETERINARIAN shall inform the WILDLIFE FARM OWNER of the
price of the procurement of other veterinary medical products and
drugs and the reason(s) for procurement thereof prior to procuring
the same

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 4. All veterinary medical products are to be billed along with the 500.00
Php professional fee.
5. All veterinary medical products used, excess and waste shall be
turned over to the WILDLIFE FARM OWNER

III. PRICES

Prices charged by the VETERINARIAN for the scope of work performed under
this Agreement shall not vary from the prices quoted by the VETERINARIAN
upon the execution of this Memorandum of Agreement, with the exception of any
change in price resulting from Change Order in accordance with the Agreement
amendment clause as provided in Section XVII-2 hereof

IV. PAYMENT

1. Terms of Payments: the professional fee of 500.00 Php is payable

immediately after each regular monthly periodic inspection, tests,
services, and check-ups.
2. The VETERINARIAN’s request for payment shall be made to the
WILDLIFE FARM OWNER in writing, accompanied by an invoice
describing, as appropriate, the works performed upon fulfillment of
other obligations set forth in this Agreement.
3. Pursuant to the foregoing provision, payments shall be made
promptly by the WILDLIFE FARM OWNER, but in no case later than
sixty (60) days after submission of an invoice or claim by the
VETERINARIAN;
4. The currency in which payment is made to the VETERINARIAN under
this Agreement shall be in Philippine Pesos.

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 V. TAXES AND DUTIES.

The VETERINARIAN shall be entirely responsible for all necessary taxes, duties,
license fees, and other such levies imposed for the completion of this
Agreement.

VI. INSPECTION.

The WILDLIFE FARM OWNER shall have the right to inspect works done by the
VETERINARIAN to confirm their conformity to the Memorandum of Agreement
specifications at no extra cost to the WILDLIFE FARM OWNER.
VII. DELAYS AND EXTENSION OF TIME.

1. If at any time during the performance of the obligations under this

Memorandum of Agreement, the VETERINARIAN should encounter
conditions impending timely performance of the scope of work, the
VETERINARIAN shall notify the WILDLIFE FARM OWNER in writing of
the fact of the delay, its likely duration, and its causes. As soon as
practicable after receipt of the VETERINARIAN’s notice, and upon
causes provided under Section IX hereof, the WILDLIFE FARM OWNER
shall evaluate the conditions and may, thereafter grant extension of
the VETERINARIAN’s time for the performance of its obligations under
this Agreement, in which case the WILDIFE FARM OWNER shall notify
the VETERINARIAN of the same, provided that the effectivity of the
performance bond shall be correspondingly extended.
2. Except as otherwise provided in the foregoing paragraph and under
Section XI hereof, a delay in the performance by the VETERINARIAN of
its obligations shall render it liable to the imposition of liquidated
damages pursuant to Section X hereof. In case of delay due to force

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 majeure or causes beyond the control of the VETERINARIAN the same
may submit a request for extension of time as stipulated in Section
VII-I hereof, provided the same is made before the Memorandum of
Agreement expires, and provided further that the effectivity of the
performance bond shall be corresponding extended if the agreement
time is extended.

VIII. UNCOMPLETED AND UNACCEPTABLE WORK

Any procedure not completely performed on or before the stipulated work

schedule or when some work done are defective shall be unacceptable to the
WILDLIFE FARM OWNER and shall be governed by Section X hereof.

IX. FORCE MAJURE.

The VETERINARIAN shall not be liable for forfeiture of its Performance Bond,
liquidated damages or termination for default under this Memorandum of
Agreement if, and to the extent that its delay in performance or other failure to
perform its obligations under this Memorandum of Agreement is the result of a
force majeure, provided that the VETERINARIAN shall notify the WILDLIFE FARM
OWNER pursuant to Section VII hereof.

Force Majuere shall be interpreted to mean any event the happening of which
the VETERINARIAN could not have foreseen, or which though foreseen, was
inevitable. It shall not include any cause the effects of which could have been
avoided with the exercise of due diligence by the VETERINARIAN.

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 X. LIQUIDATED DAMAGES.

Subject to Sections VII and IX of this AGREEMENT, in case of failure of the

VETERINARIAN to comply with Sections I and II hereof, the WILDLIFE FARM
OWNER shall, without prejudice to its other remedies under this Agreement and
under any applicable law, deduct from the agreed upon price to collect from the
VETERINARINAN’s Surety as liquidated damages the amount equal to one tenth
(1/10) of one percent (1%) of the Value of the uncompleted or unaccepted
portion per calendar days of delay, but not to exceed the amount equivalent to
ten percent (10%) of the agreed upon price.

XI. DAMAGES TO PERSONS AND PROPERTY.

The VETERINARIAN shall indemnify and keep indemnified the WILDLIFE FARM
OWNER against all losses and claims for injuries or damage to any persons or
property whatsoever which may arise from or in consequence of the
performance of this agreement and against all claims, demands, proceedings,
damages, cost, charges and expenses whatsoever in respect of or in relation
thereto.

XII. TERMINATION FOR DEFAULT.

1. The WILDLIFE FARM OWNER shall terminate this Agreement for

default when any of the following conditions attends its
implementation:
a. Outside of force majeure the VETERINARIAN fails to perform
any or all of the obligations as provided in the scope of work
within the period specified in this Agreement, or within any
extension thereof granted by the WILDLIFE FARM OWNER

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 pursuant to a request made by the VETERINARIAN prior to the
delay, and such failure amounts to at least ten percent (10%)
of the agreed upon price;
b. As a result of force majeure the VETERINARIAN is unable to
perform any or all of the scope of work, amounting to at least
ten percent (10%) of the agreed upon price, for period of not
less than thirty (30) calendar days after receipt of the notice
from the WILDLIFE FARM OWNER stating that the
circumstance of force majeure is deemed to have ceased; or
c. The VETERINARIAN fails to perform any other obligation under
this agreement.
2. In the event the WILDLIFE FARM OWNER terminates this Agreement
in whole or in part, for any of the reasons provided under Sections XII
to XV hereof, the WILDLIFE FARM OWNER may procure, upon such
terms and in such manner as it deems appropriate, scope of work
similar to those unperformed, and the VETERINARIAN shall be liable
to the WILDLIFE FARM OWNER for any excess costs for such
unperformed scope of work. However, the VETERINARIAN shall
continue performance of this agreement to the extent not
terminated.

XIII. TERMINATION FOR INSOLVENCY

The WILDLIFE FARM OWNER shall terminate this agreement if the

VETERINARIAN is declared bankrupt or insolvent as determined with finality by a
court of competent jurisdiction. In this event, termination will be without
compensation to the VETERINARIAN, provided that such termination will not
prejudice or affect any right of action or remedy which has accrued or will accrue
thereafter to the WILDLIFE FARM OWNER and/or the VETERINARIAN.

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 XIV. TERMINATION FOR CONVENIENCE.

1. The WILDLIFE FARM OWNER may terminate this agreement, in whole part, at
any time for its convenience.
2. The scope of work that has been performed or is ready for performance
within Thirty (30) calendar days after the VETERINARIANS’s receipt of Notice
to Terminate shall be accepted by the WILDLIFE FARM OWNER at the
Agreement terms and prices. For scope of work not yet performed, the
WILDLIFE FARM OWNER may elect:
a. to have any portion performed and paid at the agreed terms and
prices; and/or
b. to cancel the remainder and pay to the VETERINARIAN an agreed
amount for partially completed scope of work and for materials
previously procured by the VETERINARIAN.

XV. TERMINATION FOR UNLAWFUL ACTS

1. The WILFLIFE FARM OWNER may terminate this agreement in case it is

determined prima facie that the VETERINARIAN has engaged, before or
during the implementation of this Agreement, in unlawful deeds and
behaviors relative to agreement acquisition and implementation of this
Agreement, in unlawful deeds and behaviors relative to Agreement
acquisition and implementation of this Agreement. Unlawful acts included,
but are not limited to, the following:
a. Corrupt, fraudulent, and coercive practices;
b. Drawing up or using forged documents;
c. Using adultered materials, means or methods, or engaging in
production contrary to rules of science or the trade; and

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 d. Any other act analogous to the foregoing.

XVI. PROCEDURES FOR TERMINATION OF Agreement

1. The following provisions shall govern the procedures for termination of this
Agreement:
a. Upon receipt of a written report of acts or causes which may
constitute ground(s) for termination as aforementioned, or upon its
own initiative, the Head of the WILDLIFE FARM OWNER shall, within a
period of seven (7) calendar days, verify the existence of such
ground(s) and cause the execution of a Verified Report, with all
relevant evidence
b. Thereupon, the Head of the WILDLIFE FARM OWNER shall terminate
this Agreement only by a written notice to the VETERINARIAN
conveying the termination of this Agreement. The notice shall state:
i. that this Agreement is being terminated for any of the
ground(s) aforementioned, and a statement of the acts that
constitute the grounds(s) constituting the same;
ii. the extent of termination, whether in whole or in part;
iii. an instruction to the VETERINARIAN to show cause as to why
this agreement should not be terminated; and
iv. special instruction of the WILDLIFE FARM OWNER, if any
c. The Notice to Terminate shall be accompanied by a copy of the
Verified Report;
d. Within a period of seven (7) calendar days from receipt of the Notice
of Termination, the VETERINARIAN shall submit to the WILDLIFE
FARM OWNER a verified position stating why this agreement should
not be terminated. If the VETERINARIAN fails to show cause after the
lapse of the seven (7) days period, either by inaction or by default,

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 the WILDLIFE FARM OWNER shall issue an order terminating this
agreement;
e. The WILDLIFE FARM OWNER may, at any time before receipt of the
VETERINARIAN’s verified position paper to withdraw the Notice to
Terminate if it is determined that certain items or works subject of
the notice had been completed, delivered, or performed before the
VETERINARIAN’s receipt of the notice;
f. Within a non-extendible period of ten (10) calendar days from receipt
of the verified position paper, the WILDLIFE FARM OWNER shall
decide whether or not to terminate this Agreement. It shall serve a
written notice to the VETERINARIAN of its decision and, unless
otherwise provided, this agreement is deemed terminated from
receipt of the VETERINARIAN of the notice of decision. The
termination shall only be based on the ground(s) stated in the Notice
to Terminate; and

XVII. MISCELLANEOUS PROVISIONS

1. Non-Assignability. This Agreement must be performed by Veterinarian

named herein. Hence, performance hereof may not be assigned or
subcontracted without the express written consent of the WILDLIFE FARM
OWNER;
2. Integration and Modification. This Agreement, including any Documents
submitted by VETERINARIAN, sets forth the entire agreement between the
Parties with regard to the subject matter hereof. This is an integrated
agreement. Should the language of this Agreement conflict with any
WILDLIFE FARM OWNER’s rules and regulation, the language of this
Agreement shall control, unless the external documents specifically states
that it shall act as a modification or variations of this Agreement and the

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 VETERINARIAN consents to this modification. Except as otherwise provided,
this Agreement may be modified, superseded, or voided only upon the
written and signed agreement by the Parties. Furthermore, the physical
destruction or loss of this document shall not be construed as a modification
or termination of the agreement contained herein.

3. Severability. In the event any provision of this Agreement is deemed to be

void, invalid, or unenforceable, that provision shall be severed from the
remainder of this Agreement so as not to cause the invalidity or
unenforceability of the remainder of this Agreement. All remaining
provisions of this Agreement shall then continue in full force and effect. If
any provisions shall be deemed invalid due to its scope or breadth, such
provision shall be deemed valid to the extent of the scope and breadth
permitted by law.

4. Acknowledgements. Each party acknowledges that they had an adequate

opportunity to read and study this Agreement, to consider it, to consult with
attorneys if applicable;

5. Effect of Waiver of Breach. The waiver by the WILDLIFE FARM OWNER of a

breach of any of the provisions of this Agreement by the VETERINARIAN shall
not operate or be construed as a waiver of any subsequent breach by the
VETERINARIAN;

6. Employee-Employee Relationship. It is understood that no employer-

employee relationship exists between the parties of this Agreement.
7. Disputes and Arbitration. If controversy or dispute shall arise between the
Parties in connection with or arising out of this agreement, the parties shall
make every effort to resolve amicably such controversy or dispute by mutual

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 consultation. Any controversy or dispute shall be subject to arbitration, upon
notice given by the party to the other party of its intention to commence
arbitration as to the matter in dispute. Pending decision from an arbitration;
the VETERINARIAN shall proceed with the performance of the work under
this Agreement and the WILDLIFE FARM OWNER shall pay the VETERINARIAN
any monies due the latter.

8. Jurisdiction. The parties, by entering into this Agreement, submit to

provisions of the laws enforced in the Philippines. Any litigation that may
arise between the parties out of or in connection with the Agreement or the
breach thereof on the performance of work hereunder shall be determined
in the courts of the Philippines. The VETERINARIAN shall make appointment
of one or more agents in the Philippines satisfactory to the WILDLIFE FARM
OWNER upon whom process may be served in connection with any litigation
and notify the WILDLIFE FARM OWNER thereof in writing and the courts of
the Philippines shall be deemed to have obtained jurisdiction to render valid
judgments upon the veterinarian by such service;

9. Application. These general terms and conditions shall apply to the extent
that they are not superseded by provisions of other parts of this Agreement

XVIII. Duration

The durations of this Agreement shall be for the Three (3) years from the time of
execution hereof. This Agreement is deemed extended on a month-to-month
basis in the absence of any notice of termination issued by the WILDLIFE FARM
OWNER prior to the date of expiration of this Agreement.

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IN WITNESS WHEREOF, the parties have signed this Agreement on the date shown at the
beginning hereof.

_________________________
PATRICIA NICOLAS (palitan mo to ha!)
WILDLIFE FARM OWNER

_________________________
Lagay mo yung name ng vet (all caps din!)
VETERINARIAN

__________________________ __________________________
(Witness) (Witness)

ACKNOWLEGEMENT

Republic of the Philippines)

City of _______________ ) S.S
X----------------------------------X

Before me a notary public for in ______________, Philippines, this ___________ day of

_______________________, personally came and appeared MELCHOR ARTHUR H.
CARANDANG, with Community Tax Certificate No. _________________, issued
on________________, at ____________________ and ____________________, with
Community Tax Certificate No._____________________________, issued on
__________________, at ______________, known to me and to me known to be the same
persons who executed the foregoing instrument which they acknowledged before as their free
and voluntary acts and deed.

WITNESS MY HAND AND SEAL this ___________ day of ______________________ at

_______________________, Philippines.

Doc. No.
Page No.
Book No.
Series of 20

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