Retainer Contract between Lawyer and Client Long Form

RETAINER CONTRACT

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT made and executed by and between:

__Client__, a domestic corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office at _____________, Philippines and represented in this act by its __Position__, __Name of Officer__, (hereinafter referred to as the “CLIENT”);

and

__Law Firm__, a law firm organized under and by virtue of the laws of the Republic of the Philippines as a general professional partnership, with principal office at _____________, Philippines, and represented in this act by its Managing Partner, __Name of Managing Partner__, (hereinafter referred to as the “LAW FIRM”

WITNESSETH: That –

WHEREAS, the LAW FIRM has offered its professional legal services to the CLIENT and CLIENT agrees to retain the professional legal services of the LAW FIRM under a retainership basis, subject to the terms and conditions hereinafter stipulated:

NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein agreed upon, the CLIENT and the LAW FIRM, by these presents, have entered, as they hereby enter, into a contract of services whereby the LAW FIRM shall render legal services to the CLIENT, under the following terms and conditions:

1. The term or duration of this contract shall be for one (1) year effective upon signing of this agreement and shall automatically renewed on a year to year basis unless either party pre-terminates the same upon serving a thirty (30) day-prior written notice to the other party, without need of cause;

2. The LAW FIRM, while in the performance of its duties, shall be entitled to a fixed monthly retainer fee of PESOS: __________________________ (P_________);

3. The LAW FIRM shall make itself available for ready consultation by the CLIENT or its duly authorized officers in all matters or business requiring legal advice and opinion affecting the said corporation in general. Written opinions rendered by the LAW FIRM on matters affecting the business and operations of the corporation shall be subject to confirmations;

4. The LAW FIRM shall render documentation and notarial services to the CLIENT as part of this retainership. Client documents shall be notarized free of charge while documents requiring the participation and signature of a party other than the Client shall be subject to fees or charge at the following rates:

(Notarial Rates)

5. In case of extra-judicial foreclosure of mortgage endorsed to the LAW FIRM by the CLIENT, the attorney’s fees shall be at the rates provided as follows:

(Rates of Legal Fees on Foreclosure)

6. In collection cases other than extra-judicial foreclosure of mortgage, the attorney’s fees shall be at the rates provided as follows:

(Rates of Legal Fees for Collection Cases)

7. The LAW FIRM shall handle other cases as referred to it by the CLIENT for a fee that shall be determined by mutual agreement of the law firm and the CLIENT, on a case to case basis, such as, but not limited to, all suits or cases for or against the CLIENT, including officers and employees of the CLIENT sued in their official capacity;

8. The LAW FIRM shall not compromise or settle judicially or extra-judicially any account, foreclosure proceeding or suit wherein the CLIENT is a party, without the written consent and conformity of the CLIENT or his duly authorized officer;

9. Routinary expenses for mailing of demand letters, pleadings to court and copies thereof to adverse parties, costs of photocopy of evidentiary documents, payment of stenographic notes, costs of publications of notices, as well as filing fees and other legal expenses in court and other appropriate government offices shall be for the account of the CLIENT;

10. The LAW FIRM shall, whenever requested by the CLIENT take immediate measures to investigate the facts and ascertain the legal position of the CLIENT concerning any accidents, claim or liability, and shall on such cases do what may be required for the protection of the CLIENT. The LAW FIRM may represent the CLIENT in all suits and proceedings pending or which may be pending in Bacolod City or its environs wherein the CLIENT is a party, or its rights or interest are involve, at the direction of the CLIENT;

11. The LAW FIRM shall keep in its office a docket of record in which it shall cause to be recorded all proceedings connected with nay action which the CLIENT is interested and shall keep such other records necessary to preserve a complete history of the business of the CLIENT entrusted to its charge. Said docket and records shall be subject to the inspection and control of the CLIENT or his representative;

12. The LAW FIRM shall submit to the CLIENT at least once every quarter or as often as required, written reports on all pending matters handled by the LAW FIRM for the CLIENT;

13. The LAW FIRM, in addition to the herein enumerated services, shall well and faithfully serve the CLIENT and shall at all times devote its whole time and attention to the assignments and tasks given and/or entrusted to it by the CLIENT and shall do and perform all such services, acts and things connected therewith as the CLIENT shall from time to time direct; nor shall the LAW FIRM at any time get itself in a situation where a conflict of interest may arise between those of the CLIENT and the LAW FIRM and/or its CLIENTS;

14. The LAW FIRM shall not, either during the term of this contract or any time thereafter, use or disclose to any person, office, corporation or entity any confidential information concerning the affairs of the CLIENT which he nay have acquired in the course of or as incident to this contract for its own benefit, or to the detriment or probable detriment of the CLIENT;

15. It is understood and agreed that nothing in this contract shall be construed as establishing the relationship of employer-employee between the CLIENT and the LAW FIRM, including its personnel;

16. Any violation of the terms and conditions of this contract by the LAW FIRM shall give the CLIENT the option to rescind or cancel immediately the contract without necessity of judicial proceedings;

17. The CLIENT reserves the right to terminate this Agreement without need of cause or reason upon thirty-day written notice to the LAW FIRM.

IN WITNESS WHEREOF, the parties have signed this instrument this _____________ at _____________, Philippines.

CLIENT LAW FIRM

By: _____________By: Managing Partner

SIGNED IN THE PRESENCE OF

_________________ _________________

Undertaking to Change Corporate Name

Date

The Honorable Commissioner
Securities and Exchange Commission
SEC Building, EDSA
Greenhills, Mandaluyong
Metro Manila

Sir:

In connection with the registration of the Articles of Incorporation of __Name of Corporation__, INC., the undersigned representative and on behalf of the organizers thereof, hereby manifest our willingness to change its corporate name in the event that another person, firm or entity has acquired a prior right to the use of the said firm name or one deceptively or confusingly similar to it.

Very truly yours,

Corporate Legal Counsel

Authority to Examine Bank Account

The Honorable Commissioner
Securities and Exchange Commission
SEC Building, EDSA
Greenhills, Mandaluyong
Metro Manila

Sir:

This is to authorize your office to examine and verify the deposit in the __Name of Bank__ (_____________ Branch) in my name as Treasurer-in-Trust for __Name of Corporation__, INC. in the amount of __________________________ (P_____________) representing the paid-up capital of the said corporation which is in process of incorporation.

This authority is valid and inspection of said deposit may be made even after the issuance of certificate of incorporation to the company.

Should the deposit be transferred to another bank prior to or after incorporation, this letter will also serve as authority to verify and examine the same.

The representative of the Securities and Exchange Commission is also authorized to examine the pertinent books and records of accounts of the corporation as well as supporting papers to determine the utilization and disbursement of the said paid-up capital.

Name of Corporation__, INC.

By:

Treasurer-in-trust

Marine Protest by Ship Captain

Republic of the Philippines)
Province of ____________________) S.S.
City/Municipality of _____________)
x – – – – – – – – – – – – – – x

MARINE PROTEST

Name: ______________ Age: _____Civil Status: _______
Address: _________________________________
Position: __________________Type/Cargo: ___________
Home Port: ___________________________________
Registry Number: ___________________________
Burden/Cargo: _____________________________
Gross Tons:_____________ Net Tons: ____________

After being duly sworn to in accordance with law, do hereby declared and state on protest. That on (continue with facts and circumstances that transpired in the______________________incident)

That I, as Master, (Indicate what actions the master initiated _________________________.

That I as Master (Indicate the respondents and their address if any.)____________________________________.

That I as Master (Indicate the respondents and their address if any.) _________________________________.

That the prevailing weather at the time was as follows:

General Description: ______________________
Wind Direction: _______Velocity: ____ Kits: _________
Height of Seas: _________Feet: ____________
Tide: __________________ Flood ____________
Visibility: ___________________________
Other Remarks: _____________________

That the incident resulted injuries to ___________________ persons and death to _____________ persons, whose names are listed in Exhibit “A” of this PROTEST

That this incident likewise resulted to loss or slight damage to the _____________ belonging to _____________ in the estimated amount of ______________________________ (P____________) and detailed in Exhibit “B” of this PROTEST:

That my organization / shipping company is as follows:

Company:___________________________
Address: __________________________
Telephone(s) _______________________
Fax: ______________________________

That further/additional information/data is appended hereto as Exhibit “1” of this PROTEST.

SHIP CAPTAIN

(JURAT)

Demand Letter Re Bounced Check

______ Address of Sender/Creditor____

________________________________

________________________________

 

_____________________

(Date)

RE: NOTICE OF DISHONOR OF CHECK

M ____________

______________

______________

Dear Sir/Madam:

I regret to advise you that __________________________ Check No. _______________ dated ______________ for the sum of P_____________ issued by you in payment of __________________________ has been dishonored by the drawee bank for the reason: drawn against insufficiency of fund/ account closed.

Pursuant to the provision of Batas Pambansa No. 22 in conjunction with Republic Act 4885, I would ask you to make necessary arrangement for the payment in full by the drawee bank of your check within five (5) banking days after receipt of this notice. Needless to state, in this connection, your failure to do so is a prima facie evidence of deceit constituting false pretense or fraudulent act punishable under the law.

Please be guided accordingly.

Very truly yours,

____________________

Exclusive Option to Purchase Parcel of Land

EXCLUSIVE OPTION TO PURCHASE

KNOW ALL MEN BY THESE PRESENTS:

That _______________, of legal age, single/married to ______________, and resident of ______________________ hereinafter called the GRANTOR, for good and valuable consideration the receipt whereof is hereby acknowledged from _________________, likewise of legal age, single/married to _______________, Filipino citizen, and resident of ____________________, hereinafter called the GRANTEE, does hereby grant unto said GRANTEE the EXCLUSIVE OPTION to buy that certain real property covered by Original/Transfer Certificate of Title No. _________ and more particularly identified as follows:

(STATE LOCATION AND DESCRIPTION)

That the purchase price of the above-described property is hereby agreed at _________________ PESOS (P________) Philippine currency, payable within the period of this option, which shall expire on ____________, 20 ____, at 12:00 noon (or midnight);

That the GRANTEE, upon deciding definitely to exercise the right under this option, shall serve written notice to the GRANTOR at least five days in advance of the date to be fixed for the execution of the deed of Absolute Sale, with warranty of title, and such other legal papers as may be necessary, and simultaneously for the delivery of the agreed purchase price;

That it is further agreed that if the GRANTEE shall fail to exercise the right under this option within the period above stipulated, or default to pay the agreed purchase price on the date set for the execution of the necessary instruments, then this option shall be deemed automatically cancelled and rendered of no further force and effect, and the consideration paid thereof forfeited in favor of the GRANTOR: Provided, however, that if the sale be consummated, the consideration of this option received by the GRANTOR shall be applied as part of the agreed purchase price; and

That all incidental expenses including attorney’s fees and documentary stamps and capital gains tax shall be for the account of the GRANTOR or seller, and the registration fees and transfer tax for the transfer of title to the GRANTEE or buyers shall be for the account of the latter.

IN WITNESS WHEREOF, the GRANTOR has hereunto set/her hand at ________, Philippines, on this ______ day of ________________, 20 ______.

_______________________

GRANTOR

AGREED:

__________________

GRANTEE

SIGNED IN THE PRESENCE OF:

__________________________________ _________________________________

ACKNOWLEDGMENT

Republic of the Philippines ]

Province of _____________________________ |SS.

City/ Municipality of ____________________)

BEFORE ME, a Notary Public in and for the City/Municipality of ____________________, Philippines, this _____ day of _________________, 20____ personally appeared:

Name Res. Cert. Date/Place Issued

_________________ ____________ ________________

________________

________________ ____________ ________________

________________

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

IN TESTIMONY WHEREOF, I hereunto set my hand and affix my notarial seal on the date and at the place first above written.

Doc No. _______

Page No._______

Book No. ______

Series of 19_____