PREAMBLE.
I, whose complete and legal name and true signature appear herein, knowingly prepared, verified, executed this legal document and accept and understand its terms and conditions.
When used herein, the pronouns ‘I, me, mine and my’ and ‘you, yours, and your’ shall refer to the framer-applicant and Emelino T Maestro, respectively. When both referenced, the pronoun ‘we, our and us’ is used. The provisions hereof shall also be enforceable and relevant to our staff, authorised representatives and relatives by consanguinity and affinity within the fourth degree.
GRANT.
I request that you accredit me as your Accredited Taxation Professional and thus, grant me a non-exclusive privilege and license to operate and use your Proprietary Marks and Methods at the defined and approved address/location as herein written.
MY OBLIGATION.
I promise that I will make myself available in all the educational programs, on-the-job trainings, seminars, lectures, workshops and other forms thereof that you require me to attend and undergo, understand and study, use and apply, and complete.
Without mental reservation and purpose of evasion, I shall use and apply your Proprietary Marks and Methods, the learnings and approaches that you have taught me, and the provisions of your Memorandums and Circulars to my transactions and dealings with you and our clients and staff uninterruptedly, consistently and consciously.
Beginning this day and until the lapse of 750 days from the moment that this arrangement is discontinued. I promise that I will, directly or indirectly, anywhere in any territory, not engage in any business or activity that competes with or is antagonistic to that of the business or activity that you are already engaged in. However, it doesn’t cover my existing clientele whose names, postal and email addresses, mobile numbers and TINs are correctly shown in the list attached hereto. Moreover, I shall not divert or attempt to divert our information to any competitor, or do or perform any act injurious or prejudicial to the goodwill associated with your Proprietary Marks and Methods, character reputation, profession and public image. Furthermore, neither of us will, directly or indirectly, (a) solicit or attempt to solicit any business from our respective customers, vendors and prospects with whom either of us had a material contact and (b) on our own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of our non-clerical employee with whom we had personal contact or supervised to terminate their employment with either of us.
To the extent permitted by an applicable law, I promise that I will indemnify, hold harmless and defend you and those who worked under your supervision, at my expense, from any and all third-party claims, actions, proceedings, and suits brought against this arrangement or any of your officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, reasonable attorneys' fees and other litigation expenses) incurred by you or any of your officers, directors, employees, agents or affiliates, arising out of or relating to (i) my breach of any term or condition hereof, (ii) my violations of applicable laws, rules or regulations in connection herewith, (iii) any representations and warranties made by me concerning any aspect hereof; and (iv) all claims made by or on behalf of any Third Party pertaining directly or indirectly to my use of any information specified herein. Within 24 hours, we will provide either of us with a written notice of any claim, suit or action and cooperate as fully as reasonably required in the defense of any claim arising from hereof.
I promise that I will not share any proprietary interest and privileged communication or any Third Party's Data with any unrelated parties unless we (i) mutually agree that the specified information shall be used for legal purposes and will not in any way damage the owner thereof; (ii) conclude that it is required by law; (iii) have a good faith belief that access, preservation or disclosure of the specified information is reasonably necessary to protect the rights, property or safety of our business interests, its users or the public and also for the furtherance of our respective territorial jurisdiction and scope of services; or (iv) provide the specified information in certain limited circumstances to third parties to carry out tasks on our behalf with strict restrictions that prevent such information from being used or shared except as you directed. When this is to be done, it is subject to agreements that oblige those parties to process the specified information only on your instructions and in compliance herewith and other appropriate confidentiality and security measures.
If I received and desire to accept any bona fide offer to purchase all or any part of this arrangement or the transfer of such interest would (1) result in a change in control hereof or (2) constitute a transfer of any interest held by a controlling person hereof, I shall notify you in writing of the purchase price and terms of such offer. You shall have the right and option, exercisable within 30 days after receipt of such written notification, to send a written notice to me to purchase the interest which is proposed to be transferred on the same terms and conditions offered by the third party. In all cases, your concurrence and consent must be sought accordingly.
I will respect and obey if later on and without giving any reasonable justification, you will exercise your power of discontinuance and terminate, therefor, this arrangement. If a discontinuance occurred, this document shall become void and have no effect, without any liability to both of us or our respective directors, officers, or shareholders, except for those demandable dues that are established prior thereto. Thereafter, I will no longer identify myself as your Accredited Taxation Professional, licensee, officer or agent, contractor, or as otherwise associated with you and cease to use immediately your Proprietary Marks and Methods. The privileged communications disclosed to or otherwise learned or acquired by me in all circumstances or otherwise and all the copies of all confidential information, manuals, memorandums, circulars and other written materials which have been lent or made available to me shall be returned to you without any delay and further demand.
I understand and consented that my videos and written testimonials, verbal stories and the likes may be used as tools or adverts to protect, promote and preserve our business interests. For this purpose, I promise that I will create several social media accounts in order to pursue relentlessly such objective and create the awareness and needs for our products and services.
I am not eligible for any indirect, punitive, special, incidental or consequential damage in connection with or arising out hereof including the loss of business, revenue, profit, use, data or other economic advantage, however it arises, whether for breach or in tort, whether or not you are advised of the possibility of such damage.
I promise to pay you the training fees and other charges that are necessary and ordinary for the smooth and continuous operations of the business ventures that is contemplated herein. I, thus, authorise you to deduct the said amounts from my profit-share and/or professional fee.
Finally, I, having no authority from you, will not act for, or on your behalf, or to represent you, or bind you in any manner, anytime and anywhere.
RELATIONSHIP.
I am an independent contractor and business person. Nothing contained herein shall create an employee-employer, principal-agent or any other fiduciary relationship, partnership or joint venture. I am not entitled to worker's compensation, retirement, insurance or other benefits afforded to a regular employee of yours. I fully recognise that my success or failure as contemplated hereof depends largely upon my ability to copy or replicate your business processes, operations and management and on the acumen of mine as an independent businessperson, notwithstanding, the economic conditions that prevail and are outside of the control of either of us.
COMMUNICATIONS.
Our notices shall be sent via provided email addresses. In some instances, the use of SMS, snail mail and call may be permitted.
GOVERNING LAW.
This arrangement shall be subject to and governed by the laws of the Republic of the Philippines and their implementing rules and regulations. Furthermore, any court in the National Judicial Region shall have the exclusive jurisdiction over any conflict that may arise hereof.
MISCELLANEOUS.
Whether they are written or unwritten, your prescribed policies and procedures, which I acknowledged to be superior to any order, resolution and the likes, shall apply. You are not liable for any misunderstanding, expectation, error, or omission occurring outside hereof except for a written Addendum containing your notarised signature. In any case, your civil liability shall not exceed five thousand Philippine pesos.
RELEVANCE.
This arrangement, after being signed by both of us, shall be superior to all the contracts having the same subject matter, whether verbal or in writing, that we have or have not entered into; and is not modified by my mere acts of tolerance.
PAGES/COUNTERPARTS.
This privileged communication has 4 pages and 3 original counterparts.
SIGNATURE.
To attest my faithful compliance with your existing and succeeding policies and procedures and the terms and conditions herein set, I affirm that I knowingly prepared, read, understood this Application and voluntarily enter into its arrangements, by way of printing my complete and legal name and placing herein my true signature.
GRANTED/APPROVED.
(Please ask for an original copy -0922 801 0922/Marice Maestro)
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