SUPPLY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This SUPPLY AGREEMENT is made and entered into this _____ day of ____________, 2019, at
_______________________________, by and between:

SOUTHEASTERN FIBER PRODUCTS., a corporation duly organized and existing under and by virtue of the laws of the
Republic of the Philippines, with principal office address at Zone 7, Barangay Tagoytoy, Malinao Albay, represented herein
by its Owner, ROMMEL C. CANICULA, hereinafter referred to as the “SUPPLIER”.
-AND-
SOROSORO IBABA DEVELOPMENT COOPERATIVE (SIDC), a duly registered cooperative under the Cooperative
Development Authority, with principal office address at Sorosoro Ibaba, Batangas City, represented herein by its Chief
Executive Officer, HON. RICO B. GERON hereinafter referred to as the “CLIENT”

(The Client and the Supplier shall hereinafter be referred to individually as a “Party” and collectively as the “Parties”.)
WITNESSETH that -
WHEREAS, the SUPPLIER is an accredited supplier of Cocopeat An Screen;
WHEREAS, CLIENT operate as one of its businesses a cocopeat an screen production to the members and other customers;
WHEREAS, SUPPLIER wishes to supply to the CLIENT the same COCOPEAT AN SCREEN solely upon terms and conditions
contained in this Agreement and no other terms unless mutually agreed upon; and
NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereby agree as follows:

1. ACCEPTANCE OF THESE TERMS AND CONDITIONS. CLIENT shall issue written Purchase Orders for the furnishing
of COCOPEAT AN SCREEN hereunder. The Purchase Order shall be issued pursuant to, and incorporated by, specific
reference to the terms and conditions of this Agreement and Supplier’s Quotation. Purchase Orders or change orders
thereto issued by Client shall not be binding unless accepted in writing by SUPPLIER. Each Purchase Order issued
pursuant to this Agreement and Supplier’s Quotation shall be the entire agreement and understanding between the
parties as to the subject matter of such Purchase Order and shall supersede all prior agreements, commitments,
representations, writings and discussions between them. In any event, any printed terms on the front, back, or attached
to the Purchase Order or any change order thereto, unless expressly agreed upon in writing by the parties in each specific
Purchase Order, shall be null and void. All other terms are hereby rejected.

2. TERM: This term of supply agreement is for a year commencing on _________________ to _____________________.
Upon its expiration, this agreement may be renewed under such terms and conditions as may be mutually agreed upon
by both parties, written notice of intention to renew the supply agreement shall be served to the SUPPLIER not later than
thirty (30) days prior to the expiry date of the period herein agreed upon.

3. PRICING. Supplier shall be compensated for COCOPEAT AN SCREEN furnished pursuant to a specific Purchase Order.
In case Client requests special specification, Client shall include such special requirements in the applicable Purchase
Order. Prices are subject to adjustments. In addition, prices may also adjust without notice, on raw material to conform
to price in effect on the date of order shipment, and apply only to the specific Products ordered. Prices are quoted and
should be paid in Philippine pesos inclusive of tax.

Quantity Unit Chemical Cost per Unit Total Amount

10,000 Bags/sacks COCOPEAT AN SCREEN 30.00 (subject to 300,000.00
1% creditable
withholding tax)

TOTAL 300,000.00

4. PAYMENT AND FINANCIAL CONDITION. Client shall pay Supplier for the requested number of stocks stated in the
Purchase Order by paying all amount in Philippine Pesos before the agreed delivery date, without set off for claims
arising out of other sales by Supplier immediately days from the date of invoice unless modified at the time of quotation.
If in Supplier’s judgment, Client’s credit becomes impaired at any time, Supplier may decline to make deliveries except
for cash until such time as such credit has been re-established to Supplier’s satisfaction. Supplier is hereby authorized
by Client to investigate and verify any information provided and inquire of references or others as to credit worthiness.
In addition to any other right or remedy provided by law, if the Client fails to pay for the products when due, the Supplier
may repossess such COCOPEAT AN SCREEN without notice or demand or may require Client and make it available to
allow Supplier to take possession. Any Purchase Order for COCOPEAT AN SCREEN by Client shall constitute a
representation that Client is solvent. In addition, upon Supplier’s request, Client will furnish a written representation
 concerning its solvency at any time prior to shipment. Payment will be made through ONLINE transaction and such
payment is subject to 1% creditable withholding tax.
On initial payment and first purchase order, CLIENT will pay in advance thru online transaction a total of TWO
HUNDRED NINETY SEVEN THOUSAND PESOS ONLY (PHP 297,000.00) representing the full payment of 10,000
sacks for pick-up on staggered basis (500 bags per truckload) until completed.
Payment shall be made prior to pick-up schedules.

5. PICK-UP. Unless otherwise specified by both parties, chemical/s will be transported through trucking services by MR.
ARIS GONSALEZ. Except for those obligations that are consistent with Civil Code of the Philippines. Client shall not be
liable in any claim asserted by supplier with respect to trucking delivery.

Sacks will be provided by the CLIENT thru its KoopLikas Division. Unless agreed otherwise, delivery shall be
on a staggered basis. Issuance of original DR and SI upon delivery is necessary.

Client shall supply the Supplier empty sacks for packing of coco peat. Workers of supplier are responsible for
loading of coco peat to the truck provided by the CLIENT.

6. EXCUSABLE DELAYS. SUPPLIER shall not be liable nor in breach or default of its obligations under this Agreement to
the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond its
reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics,
insurrection, acts (or omissions) of Client or Client’s suppliers or agents, any act (or omission) of Client or Client’s
suppliers or agents, any act (or omission) by any governmental authority, strikes or labor disputes.

The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such
additional time as may be reasonably necessary to overcome the effect of the delay. If Supplier is delayed by any acts
(or omissions) of Client, or by the prerequisite work of Client’s other contractors or suppliers, Supplier shall be entitled to
an equitable price and schedule adjustment.

7. SECURITY. SUPPLIER warrants that the Products shall be free of substantial defects and will be of the kind and quality
specified in Supplier’s written quotation to Client corresponding to such COCOPEAT AN SCREEN stocks. Except as
otherwise agreed between Client and Supplier, the foregoing warranty and any other warranty under this Agreement,
and any liability of Supplier under such warranties shall terminate immediately on the date of shipment of the
COCOPEAT AN SCREEN, on which date all such liability of Supplier shall terminate without further action by either
party.

Warranty Coverage:

Physical guarantee – All COCOPEAT AN SCREEN are guaranteed free of physical defect upon arrival, subject to
notification by customer within 7 days from delivery. Replacements to be delivered at slaughter pig prices. (e.g. Limping,
less than 12 viable teats)

Breeding guarantee – Ensures that breeders covered are guaranteed to be capable of fertile service within 150 days
from delivery. In the event of three (3) consecutive re-heats such animals are subjected for replacement (have to be
determined whether it is management or genetic related).

Acclimatization Guarantee – Guarantee of sickness /acclimatization failure (mortality) within 60 days from Delivery.

Any replacement by Supplier hereunder shall extend the applicable warranty period. Supplier’s liability, if any, for
defective COCOPEAT AN SCREEN stocks is limited to replacement of the defective stocks.

Supplier shall have no liability for physical defects that arise after the COCOPEAT AN SCREEN is already in the
possession of the CLIENT after seven (7) days. The warranties and remedies set forth herein are conditioned upon
proper housing facility, feeding, medication and vaccination program, in conformance with any applicable
recommendations of Supplier.

This term provides the exclusive remedies Client will have against either Supplier or the Producer or provider of the PIC
breeder stocks for all claims based on failure of or defect in stocks, whether the failure or defect arises before, during or
after the applicable warranty period and whether a claim, however described, is based on contract, warranty, indemnity,
tort / extra-contractual liability (including negligence), strict liability or otherwise. The warranties provided in this Article
are exclusive and are in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory.
NO IMPLIED STATUTORY WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY OR
FITNESS FOR A PARTICULAR PURPOSE APPLIES.

8. INTELLECTUAL PROPERTY. Supplier shall defend and indemnify Client against any claim by a non-affiliated third party
alleging that PIC breeder stock furnished under this Agreement infringe a patent or any copyright or trademark registered
in the Philippines, provided that Client (a) promptly notifies Supplier in writing of any such Claim; (b) makes no admission
of liability and does not take any position adverse to Supplier, (c) gives Supplier sole authority, at Supplier’s expense, to
direct and control all defense, settlement, and compromise negotiations; and (d) provides Supplier with full disclosure
 and assistance that may be reasonably required to defend any such Claim. Supplier shall have no obligation or liability
with respect to any Claim based upon: (a) any Products that have been altered, modified, or revised; (b) the combination,
operation, or use of any Products with other products or services when such combination is part of any allegedly infringing
subject matter; (c) failure of Client to implement any update provided by Supplier that would have prevented the Claim;
(d) unauthorized use of Products, including, without limitation, a breach of Agreement provisions; or (e) Products made
or performed to Client’s specifications.

Should any COCOPEAT AN SCREEN stock, or any portion thereof, become the subject of a Claim, Supplier may at its
option (a) procure for Client the right to continue using the COCOPEAT AN SCREEN or portion thereof, (b) modify or
replace it in whole or in part to make it non-infringing, or (c) failing (a) or (b), take back Products and refund any fees
received by Supplier attributable to the infringing COCOPEAT AN SCREEN. This article states Supplier’s entire liability
for indemnification for intellectual property rights infringement for Products. Each party shall retain ownership of all
Confidential Information and intellectual property it had prior to the Agreement. All new intellectual property conceived,
created, or provided by Supplier in the performance of this Agreement, whether alone or with any contribution from Client
or its personnel, shall be owned exclusively by Supplier. Client agrees to deliver assignment documentation as necessary
to achieve that result.

9. TERMINATION AND SUSPENSION. CLIENT may terminate the Agreement (or any portion thereof) for cause if
SUPPLIER: (i) becomes insolvent/bankrupt, or (ii) commits a material breach of the Agreement which does not
otherwise have a specified contractual remedy, provided that: (a) Client shall first provide Supplier with detailed
written notice of the breach and of Client’s intention to terminate the Agreement, and (b) Supplier shall have
failed, within 30 days after receipt of the notice, to commence and diligently pursue cure of the breach. If Client
terminates the Agreement pursuant to the above (i) Supplier shall reimburse Client the difference between that
portion of the Agreement Price allocable to the termination scope and the actual amounts reasonably incurred
by Client to complete that scope, and (ii) Client shall pay to Supplier the portion of the Agreement Price allocable
to Products completed.

Supplier shall have the right to suspend or terminate the Agreement (or any portion thereof) immediately for cause if: (i)
Client becomes Insolvent/Bankrupt, or (ii) materially breaches the Agreement, including but not limited to making any
payment when due or fulfilling any payment conditions. If the Agreement (or any portion thereof) is terminated for any
reason other than those set forth in the first paragraph of this Article, Client shall pay Supplier for all Products completed,
and lease fees incurred before the effective date of termination, plus expenses reasonably incurred by Supplier in
connection with the termination.

10. CHANGES. Each party may at any time propose changes in the schedule or scope of COCOPEAT AN SCREEN.
Supplier is not obligated to proceed with any change until both parties agree upon such change in writing. The written
change documentation will describe the changes in scope and schedule, and the resulting changes in price and other
provisions, as agreed. The scope, Agreement Price, schedule, and other provisions will be equitably adjusted to reflect
additional costs or obligations incurred by Supplier resulting from a change, after Supplier’s proposal date, in Client’s
Site-specific requirements or procedures, or in industry specifications, codes, standards, applicable laws or regulations.
However, no adjustment will be made on account of a general change in Supplier’s manufacturing or repair facilities
resulting from a change in laws or regulations applicable to such facilities. Unless otherwise agreed by the parties, pricing
for additional work arising from such changes shall be at Supplier’s time and material rates. It shall be acceptable and
not considered a change if Supplier delivers COCOPEAT AN SCREEN stocks that bears a different, superseding or new
part or version number compared to the part or version number listed in the Agreement.

11. CONFIDENTIALITY. SUPPLIER and CLIENT may each provide the other party with Confidential Information in
connection with this Agreement. “Confidential Information” means (a) information that is designated in writing as
“confidential” or “proprietary” by Disclosing Party at the time of written disclosure and (b) information that is orally
designated as “confidential” or “proprietary” by Disclosing Party at the time of oral or visual disclosure and is confirmed
to be “confidential” or “proprietary” in writing within twenty (20) days after the oral or visual disclosure. In addition, prices
for PIC breeder stocks shall be considered Supplier’s Confidential Information. The obligations of this terms shall not
apply as to any portion of the Confidential Information that: (i) becomes generally available to the public other than from
disclosure by Receiving Party, its representatives or its affiliates; (ii) is or becomes available to Receiving Party or its
representatives or affiliates on a non-confidential basis from a source other than Disclosing Party when the source is not,
to the best of Receiving Party’s knowledge, subject to a confidentiality obligation to Disclosing Party; (iii) is independently
developed by Receiving Party, its representatives or affiliates, without reference to the Confidential Information; (iv) is
required to be disclosed by law, a valid legal process provided that the Receiving Party intending to make disclosure in
response to such requirements or process shall promptly notify the Disclosing Party in advance of such disclosure and
reasonably cooperates in attempts to maintain the confidentiality of the Confidential Information.

12. NOTICES. Any notice or other communication that one party desires to give to the other under this Agreement shall be
in writing, and shall be deemed effectively given upon (i) personal delivery, (ii) transmission by facsimile or e-mail upon
confirmation of receipt, (iii) delivery by any express service which results in personal delivery to the other party.
 13. ASSIGNMENT. CLIENT may not assign or transfer this Agreement without prior written consent of SUPPLIER.
SUPPLIER may assign or novate its rights and obligations under the Agreement, in whole or in part, to any of its affiliates
or may assign any of its accounts receivable under this Agreement to any party but with Client’s consent.

IN WITNESS WHEREOF, the parties herein affixed their signatures on the date and place above written.

ROMMEL C. CANICULA HON.RICO B. GERON

SUPPLIER CLIENT

Signed in the presence of:

______________________ ______________________

ACKNOWLEDGEMENT

Republic of the Philippines )

City of _________________ ) S.S

BEFORE ME, personally came and appeared this ___ day of _________, 2019:

Name CTC Number Date/Place Issued

HON. RICO B. GERON 03063451 January 5, 2019 / Batangas City
ROMMEL C. CANICULA __________ __________________________

Known to me and to me known to be the same persons who executed the foregoing instrument and acknowledged to me that the
same is their free and voluntary act and deed.

This instrument consisting of four ( 4 ) page/s, including the page on which this acknowledgement is written, has been signed on
each and every page thereof by the concerned parties and their witnesses, and sealed with my notarial seal.

WITNESS MY HAND AND SEAL, on the date and place first above written.

Notary Public

Doc. No._______;
Page No. ______;
Book No.______;
Series of 2019.