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Agreement

This AGREEMENT, made and entered into this _______ day of _____, _____, by and between HOUSE OF SARA LEE, a division of SARA LEE., Inc., hereinafter known as the COMPANY and ___________________ , hereinafter known as the DEALER.

1. The COMPANY agrees to allow the Dealer to purchase at wholesale, products of the COMPANY under the terms agreed upon; sets and provides discount and/or rebates on minimum purchases which is subject to changes with prior thirty (30) days notice; and provides incentive prizes on minimum paid purchases from time to time, at the option of the COMPANY, without the need of any prior notice.

2. The DEALER agrees to purchase from the COMPANY exclusive for resale and to be responsible for securing all permits and licenses, assignment of agent, representatives or hiring employees as well as advertising and selling expenses incidental to any necessary for the performance of the DEALER' s obligations under this AGREEMENT; and to pay his accounts for purchases made in accordance with the credit terms and policies of the COMPANY without any need of demand and regardless of whether or not the DEALER is able to re-sell the products or to collect from any such sale;

3. The Parties mutual undertakings;

3.1. The DEALER shall comply with all business policies to be issued by the COMPANY from time to time and these policies may be revised, updated, changed or deleted, without any prior notice.

3.2 The DEALER is an independent contractor, and its agents, representatives and employees are not employees of the COMPANY, therefore, have no right to bind the COMPANY in any contracts with other Parties. However, the COMPANY, may COMPANY is granted the right to report to DEALER any acts, omissions or violations committed by the agent, representative or employee which in the opinion of the COMPANY, may adversely affect its goodwill and products and enforce applicable sanctions which deemed necessary and hold the DEALER accountable from any liability arising from such acts, omissions or violations.

3.3 The DEALER is an independent retailer and wholesale and shall have the sole discretion to determine where and how products purchased from the COMPANY will be sold; However, the DEALER shall not sell such products to stores, supermarkets, or to any entity or person who sell goods at its fixed places of business.

4. In the event of violation/s of any of the terms and conditions of the AGREEMENT by the DEALER, the COMPANY shall demand from the DEALER the immediate payment of any and all amounts due, plus penalties, legal interest and other costs incidental to collection.

5. In the event of court litigation arising from this AGREEMENT, venue of dispute shall be taken only either in the proper court of Makati City, Metro Manila or whether the COMPANY' s branch office wherein this AGREEMENT was executed at the option of the COMPANY.

6. Either parties may terminate this AGREEMENT at anytime without cause after serving thirty(30) days written notice to the other party, except when its termination is for a cause, in which , this AGREEMENT is deemed automatically terminated; without prejudice to the rights of either party claim for damages.