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MOA For Non Compete Agreement

1. This memorandum of agreement is between a corporation and a toller regarding a toll manufacturing agreement for plastic plant products. 2. The toller agrees to exclusively produce the corporation's plastic products using its own mold and not produce products for other companies. 3. The corporation has the right to inspect the toller's premises and has remedies if the toller produces unauthorized products, including liquidated damages. 4. If the toller decides to sell the mold, the corporation has first right of refusal to purchase it.

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Gabe Ruaro
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199 views3 pages

MOA For Non Compete Agreement

1. This memorandum of agreement is between a corporation and a toller regarding a toll manufacturing agreement for plastic plant products. 2. The toller agrees to exclusively produce the corporation's plastic products using its own mold and not produce products for other companies. 3. The corporation has the right to inspect the toller's premises and has remedies if the toller produces unauthorized products, including liquidated damages. 4. If the toller decides to sell the mold, the corporation has first right of refusal to purchase it.

Uploaded by

Gabe Ruaro
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
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MEMORANDUM OF AGREEMENT

This Memorandum of Agreement (“Agreement”) is made and executed onthis __


day of ______________ 2017 at ______________by and between:

,a corporation organized and existing under Philippine law, with business


address at ___________________, represented herein by its VP and
Business Manager, ___________________, and its AVP and Plant
Manager, ___________________hereinafter referred to as the
“___________________”;

-And-

___________________, a corporation duly organized and existing under


and by virtue of the laws of the Philippines with principal place of
business at ___________________, represented herein by its (Position and
Authorize Representative) hereinafter called the “TOLLER”.

___________________ and ___________________may hereinafter be


collectively referred to as “Parties” or
individually as “Party”.

WITNESSETH: That -

WHEREAS,the TOLLER shall enter into a Toll-Manufacturing Agreement


(“Toll Agreement”) with ___________________, a plant located at
___________________
WHEREAS, the TOLLER, through the Toll Agreement, is required among
others, to ___________________;

WHEREAS, the TOLLER desires to purchase its own Mold, with the
understanding that in the event the TOLLER decides to sell the same,
___________________shall have a right of first refusal;

WHEREAS, the Mold owned by the TOLLER shall only produce exclusively for
___________________’s Manila Plastic Plant Products;

NOW, THEREFORE, the parties hereto have mutually agreed on the terms,
conditions and covenants herein below set forth:

1. The TOLLER hereby agrees that in the event it acquires its own Mold that is
used in the production of ___________________’s Manila Plastic Plant
Products, the TOLLER shall exclusively produce ___________________’s
Manila Plastic Plant Products. In view thereof, the TOLLER shall not be
allowed to produce ___________________’s Manila Plastic Plant Products
not ordered nor required by ___________________.

2. ___________________, through its authorized representative, shall have the


right to enter the premises of the TOLLER to conduct an inspection on a
business day at any reasonable hour in order to determine and monitor if the
exclusivity clause is being complied with by the TOLLER.

3. Should the TOLLER produce ___________________’s Manila Plastic Plant


Products not ordered nor required by ___________________, the TOLLER
shall be barred to dispose of the same and ___________________ shall have
the following remedies:

a) the total amount earned by the TOLLER for such disposal shall be
remitted to ___________________, as liquidated damages; or
b) ___________________ shall purchase the produced
___________________’s Manila Plastic Plant Products at cost.
c) Plus 300% of the Total contract as liquidated damages.

These remedies are mutually exclusive and under the exercise of such are
within the sole discretion of ___________________.

4. In the event the TOLLER decides to sell the Mold that used in tolling of
___________________’s Manila Plastic Plant Products,
___________________ shall be granted a right of first refusal. Upon receipt
of the offer, ___________________ shall be given a reasonable time to
decide, after its inspection of such Mold, on whether or not it shall exercise its
right to purchase the same.

5. If any provision or portion of this Agreement should be held invalid, illegal or


unenforceable by court or any government body, the other provisions or
portions of the Agreement shall not be affected hereby, and shall remain fully
valid, subsisting and enforceable.

6. This Agreement shall be effective for a period of ten (10) years beginning on
date of the signing of this Agreement and ending on ___________. Either
party shall have the option to terminate this Agreement for any cause subject
to at least thirty (30) days prior written notice to the other party of such
intention to revoke/terminate. Any such revocation or termination shall not in
any way prejudice, diminish or abate any interest, right or action which may
have already accrued to either party prior to or at the time of the revocation or
termination.

7. Without prejudice to action for infringement.

8. In case of suit, the parties hereby agree to subject themselves to the exclusive
jurisdiction of the proper courts of the City of Mandaluyong, to the exclusion
of all other courts.

IN WITNESS WHEREOF, the parties have set their hands on this ____ day of _____
2017 at ____________.

___________________ TOLLER

By: By:

Mr. Rolando Nole L. Sarrosa


AVP and Plant Manager

Mr. Gerard A. Martin


VP and Business Manager

SIGNED IN PRESENCE OF:

_________________________ ________________________
ACKNOWLEDGEMENT

Republic of the Philippines )


City of Mandaluyong ) S.S.

BEFORE ME, a notary public for and in the Province of Cavite personally
appeared before me:

Name Comm. Cert, No. Date of Issue Place of Issue

________________ _______________ _____________ ________________

________________ _______________ _____________ ________________

to be the same person who executed the foregoing instrument and acknowledge that the
same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL, at this


day of .

Notary Public
Doc No.
Page No.
Book No.
Series of.

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