Proposed Agency Agreement for a General Agent Applicant for Region 1

PAGSASANAY SA TAGUMPAY

General Agency Agreement Draft

We now have an applicant:

This Agency Agreement is entered into as of  by and between Destiny Financial Plans  having its principal place of business located at Juana Merced Building, Angono Rizal (the “Company”) 

                                                   and

 Gil Aboga and Associates (dapat mag register si utol)having its principal place of business located at Loac Manaoag  Pangasinan  (the “Agent”), both of whom agree to be bound by this Agreement.

WHEREAS, the Company offers customers certain services, Pre Need Plans as authorized by Insurance Commission as described on the document attached hereto as Exhibit A (the “Products”); and

WHEREAS, the Company and the Agent desire to enter into an agreement whereby the Agent will market and sell the Product according to the terms and conditions herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Company and the Agent (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

1.  AGENCY TO ACT AS INDEPENDENT CONTRACTOR

     The agency is an independent contractor and nothing here shall mean 

      employer employee relationship

     The Agent shall be free using fair and critical judgement in:

     1.  Solicitation of buyers

     2.  Recruitment of agents

    3. Selection of strategies to achieve targets

    with due consideration to the existing laws of Pre Need Code, Commercial Laws 

     and company policies

    4.  The agency shall pay all expenses incurred in the  operation of his agency

2.  ASSIGNMENT OF RIGHT. With certain limitations stated herein, the Company hereby authorizes the Agent the right to market and offer for sale the Products according to the terms and limitations stated in this Agency Agreement.

The Agent shall only market and offer for sale the products within the Territory, as defined in this Agreement.

The Company reserves the right to add to or subtract from the list of Products authorized on Exhibit A attached hereto with notice to the Agent.   The Company may apply to the OIC additional products and services as dictated by the needs of the territory and moves by competitors

3.  TERRITORY. The Agent shall be authorized to market the Product in Region I Philippines (the “Territory”).

              Region I  Towns and cities located at:

                              1. Pangasinan

                              2.  La Union

                              3.  Ilocos Sur

                             4.  Ilocos Norte

                             5.  Abra

     Since the agent represents his familiarity of the memorial business in the entire country, he may be under certain conditions as satisfactory performance of the territory now being given, be allowed to set up  additional branches at Iloilo, Cebu, Davao, Cagayan de Oro, Gen San and even Southern Luzon and NCR

                                  

4.  Non EXCLUSIVITY. The Agent shall be the  non exclusive party authorized to market the Product within the Territory.  Exempted from the coverage of this agreement are   1.  Office sales at Holy Gardens Offices  2.  Office sales at Destiny Sales offices   3.  On line and telemarketing sales by  #1 and # 2

5.   TRADEMARK RIGHTS. The Agent agrees and acknowledges the following with regard to the Company’s trademark:

The Company is the sole and exclusive owner to all right, title and interest in Holy Gardens  or Destiny  Plans or to any other trademarks associated with the Company (the “Company Trademarks”) which the Agent may utilize in performing the services herein.

The Company hereby grants to the Agent for the duration of this Agreement and subject to the limitations stated within this Agreement a non-exclusive, non-transferable, revocable right to use the Company Trademarks as necessary to market and offer for sale the Products within the Territory.

6.  1.  AGENT RESPONSIBILITIES. In marketing and offering the Products for sale in the Territory, the Agent shall:

Meet the agreed targets for the territory (For this purpose, with the assistance of the company and/or its employees prepare a sales/marketing plan.  This agreement shall continue to be in force if Agent has total Plans in force of at least P10,000,000  (333 in one year)  -  minimum business in force required

Maintain a sales force of at least 50 active sellers.  Should it be necessary to have them licensed by OIC the  Company shall assist the  Agent have them licensed. 

Act with diligence, devoting reasonable time and effort to fulfill the duties described herein;   Due diligence must be exercised  on the following areas:

           1.  Accurate and exact product knowledge 

          2.  Sell in accordance with Pre Need Code,  code of conduct for  sellers

          3.  Honesty with regards to money matters and

          4.  Advising them against:  pilfereage of PPA, non remittance of collections

              misrepresentations,  and fictitious accounts.

(Bond from the Agency and the agents)

Maintain reasonable technical and practical knowledge with regard to the Products;  update agency staff on latest product,  promotions and campaign and execute the same properly

Utilize promotional materials provided to the Agent by the Company for the purpose of marketing and selling the Products;

Promptly respond to all communications by customers and the Company regarding the Products;

Reasonably assist the Company with regard to any and all collection matters as requested by the Company; and

Prepare and maintain any reports and documentation, as requested by the Company.

              Specific responsibilities

              1.  Recruit train and motivate sales agents;

             2.  Maintain accurate  personnel record of the sales agents

             3.  Pay promptly their commissions by check cash of bank system

                 as they are paid

            4.  Employ accounting and records staff to:

                1.  Fill up accurate PPA  and keep files thereof

                2.  Submit daily sales report to the  designated sales office cc

                     Main office

                3.  Maintain abstracts of collection cc sales office and main office

                4.  Have collection by agents, at the Agents Office promptly deposited

                     at designated depository bank

               5.  Consolidate cash collection reports which include 4 and those

                   G cash or bank to bank payments

               6.  Collection of current accounts and account in arrears (as all 

                   commission is based on collections (Cash Received)

               7 . Nothing in this agreement shall mean that the Company shall

                   provide supplies, office equipment or office to the Agent

             The agent shall allow periodic viewing and verification of its files of contracts

              policies, deposit slips and the like for verification.

      6. 2 COMPANY RESPONSIBILITY

            1.  The company shall set up a branch office to work side by side with

                the  agency to receive reports, remittances if any, and ppa

            2. Provide marketing materials:  brochures, marketing collaterals tarpaulin, 

               electronic brochures and videos to support sales efforts

           3.  Pay commissions and other remunerations as specified in #7

          4.  Furnish in a timely and prompt manner any changes in policies

          5.  Take charge, coordinate first call and providing guaranteed service to 

              the customer to the satisfaction and delight of the latter

7.  COMMISSION. The Company shall pay to the Agent (70%) of all Net Product TCP directly from the Agent’s efforts within 14 days from receipt of SOA supported by Sales Reports (every 15 days), copies of PPA and deposit slips “Net Product Sales” shall be defined as the amount of sales revenue from any sales made by the Agent less any chargebacks, returns, or defaults by customers.

Should the Parties terminate this Agreement for any reason, the Company shall pay the Agent only for sales of the Products made prior to the termination date.

In the event that the Agent receives commission payments for orders that are subsequently refunded, charged back, or the Company otherwise fails to realize the income from such a sale, the Agent shall offset any future commissions paid by the amount by which the commissions actually paid would be reduced if the sales associated with income the Company failed to realize were never completed.

Payments shall be made to the Agent on or before  5th and 25th of every month 

All Commission shall be paid on the first year of PPA; therafter the collection fee

shall be paid by agency

                   Commission         -   10%

                   Overhead              -    4%

                   Collection fee             3%  (for accounts over 1 year

                   Prizes:  from              1 to 2 %

  The agent shall exercise equity and fairness in the payment of commissions as suggested in other documents.   The Company shall not be responsible for disagreements and uprising among agents should such fairness not be exercised

7.   NO EMPLOYEE EMPLOYER RELATIONSHIP

      Nothing in this agreement would mean that there exists an employee employer, relationship by and between the Company and the Agent and/or its

employees, agents/sellers and the like.  The Agent shall conform to the existing labor laws and laws on employee welfare.   

8.  PROHIBITIONS

          1.    CONFIDENTIALITY.

The Agent shall not disclose to any third party any details regarding the Company’s business, including, without limitation any information regarding any of the Company’s customer information, business plans, or price points (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Company, or (iii) use Confidential Information other than solely for the benefit of the Company.

Immediately upon termination of the relationship between the Company and the Agent, the Agent shall return to the Company any documents pertaining to the Company’s business or any of its trade secrets which are in the Agent’s possession.

      2.  NON COMPETE CLAUSE

     The agent shall not work either as consultant or direct agent, or part time 

     worker of a competitive pre need company (there  are 16 in all) for a period of 5

     years upon termination of this agreement

       3.  Other negative covenants:

            1.   Agent shall not enter in any way to put company into indebtedness

                 liability without the Secretary's Certificate as approved by the Board

                for such an agreement;

            2.  Misrepresent material facts about the company or its products;

            3.  Commit any or acts causing damage to the product or company. 

           4.  File any case involving the company without the latter's consent.

           5.  Pay any claim without prior approval of the company

           6.  The funds that may in custody of the  Agents,  office, himself belong

               to the company (the customers, lenders, stockholders, employees,

              agents  and are held by the former in trust/fiduciary  capacity, and shall

              not be intermingled with personal funds, nor used for personal purposes.

              All funds so collected shall be accurately and promptly reported and

              remitted to the company accounts

        7.  The PPA, PR and OR in the custody of the Agent belongs to the company

             shall be inventoried and reported  periodically.  In case of termination, 

             forms shall be returned immediately to the company upon demand

        8.  This agency agreement is non transferable to a 3rd party.  

9.   TERM AND TERMINATION.

This Agreement shall commence upon the date of execution and continue until either Party terminates this Agreement in writing.

Upon such termination, the Agent shall cease marketing and offering for sale the Products and shall continue to abide by the obligation refrain from sharing with any third party any of the Company’s confidential information.  Valid reasons for the termination:

          1.  Defalcation of cash in  custody

         2.   Non submission of regular abstracts, sales report 

         3.  Non meeting of  minimum plans in force

11.  INDEMNIFICATION. The Agent agrees to indemnify, defend, and protect the Company from and against all lawsuits and costs of every kind pertaining to any violation of the law, this Agreement, or the rights of any third party by the Agent while acting pursuant to this Agreement. Such costs include but are not limited to reasonable legal fees.

12.     NO MODIFICATION UNLESS IN WRITING. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties. Either party may request  in writing for modification/amendment of this agreement 

13.APPLICABLE LAW. This Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the Philippines  and subject to the exclusive jurisdiction of the Municipal Trial Court of Angono or Regional Trial Court of Binangonan

14.   REPRESENTATION AND WARRANTIES

       1.  Agent represents that he has the  desire, experience and capacity 

            to comply with this agreement

      2. That he is well versed in the laws governing the sale of memorial plans

          and insurance products (Pre Need Code of the Phil)

      3.  That the agent discloses, at the risk of having potential COI the following busine-
           sses that may deal with the company:

                     1.  Funeral homes at Manaoag Pangasinan
                     2.  Manufacture and sales of casket
                     3.  Manufacture and sales of urns, and keepsakes for cremation

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.

Destiny Memorial Plans Inc                                             Gil Aboga
COMPANY                                                                       AGENT

by:                                                                          

________________________

Acknowledgement

Republic of the Philippines )
Municipality of _________)
Province of ____________)

                    Before me, Notary Public of  ___________________personally appeared
      the following known to me to have accomplished this General Agency Agreement
       consisting of  __ pages at the place mentioned

                  Name                                  ID                            Date and Place Issued
________________                 _________________           __________________
________________                 _________________           __________________