MEMORANDUM OF AGREEMENT

INTERNATIONAL MARKETING DEPARTMENT

KNOW ALL MEN BY THESE PRESENTS:

ROBINSONS PROPERTIES MARKETING and MANAGEMENT

CORPORATION, a corporation duly organized and existing under and by
virtue of the laws of the Republic of the Philippines, with principal address
at Level 2, Galleria Corporate Center, EDSA cor. Ortigas Ave., Quezon
City represented herein by its authorized representative
_______________________,
JUSTINE Q. ARTIEDA hereinafter referred to as the “FIRST
PARTY’.
- and -
MOHAMMADHOSSEIN MOHAMMAD NASEHI
____________________________________________, with principal
address at _______________________________________________
26 MAYHAR STREET VALIASR STREET TEHRAN IRAN
hereinafter referred to as the “SECOND PARTY”.

WITNESSETH, That:

WHEREAS, the FIRST PARTY, is engaged in the business of marketing various

residential subdivisions, condominiums and/or other real estate projects (hereinafter referred
to as the “PROJECTS”), is desirous of engaging the services of partners for the marketing of
said PROJECTS.

WHEREAS, the SECOND PARTY has offered its services and represented to the
FIRST PARTY that it has the requisite expertise, personnel and other resources to market
the PROJECTS, and the FIRST PARTY has accepted said offer, subject to certain terms and
conditions.

NOW, THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants hereinafter set forth, herein parties agree to the following terms and
conditions:

1. APPOINTMENT AS MARKETING PARTNER

The FIRST PARTY hereby appoints and authorizes the SECOND PARTY, as
INTERNATIONAL MARKETING PARTNER to market and sell the PROJECTS of the
FIRST PARTY on a mutually non-exclusive basis in all territories. The FIRST PARTY
may appoint other marketing partners to market and sell its PROJECTS, and the
SECOND PARTY may sell products of other real estate developers. This authority is
non-transferable and non-assignable to another person or entity without prior written
consent of the FIRST PARTY.

2. TERM OF APPOINTMENT

2.1This Agreement shall be effective beginning ______________

August 10,2019 until
August 10, 2020 subject to renewal as may be agreed upon by the
_________________
parties in writing, and under such terms and conditions mutually agreeable to
the parties herein.

2.2This Agreement may be terminated at an earlier date by the FIRST PARTY in

case of breach by the SECOND PARTY of any of the terms and conditions of
this Agreement, for the reasons stated in this Agreement, or for any reason
whatsoever. In any case, the FIRST PARTY shall notify the SECOND PARTY
of its intention to terminate this Agreement at least ten (10) calendar days
prior to the desired termination date.

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3. COMMISSION / SERVICE FEE

The FIRST PARTY agrees to pay the services of the SECOND PARTY by way of
commission/service fee at the rate provided herein based on the NET CONTRACT
PRICE for every property sold by the SECOND PARTY or its duly recognized sales
representatives or personnel. For this purpose, the NET CONTRACT PRICE shall be
the total selling price, net of discounts and expanded value-added tax (“EVAT”).

It is hereby understood that in case the buyer requests and is given any discount over
the standard discounts on the approved selling price and/or the buyer is given
extended payment terms over the FIRST PARTY’s standard terms of payment, the
commission/service fee of the SECOND PARTY shall be reduced/adjusted
accordingly which shall be solely and exclusively determined by the FIRST PARTY.
Should the SECOND PARTY and its representatives or personnel plan to purchase a
unit(s), they can avail of the Commission Deduction Authorization (CDAF) only if they
already have a previous sale.

Commission Rate
Name of Project
Unit Parking
All Projects 3.8% 2.0%
If the referral/buyer is Philippine-based 2.0% 2.0%
(residence and work address are in the
Philippines)

Schedule of commission releases shall be in accordance with the policies and

guidelines of the FIRST PARTY as provided below. Commission shall be released
only upon complete payment of the amounts and submission of the documents as
stated below.

Conditions 1st Tranche 2nd Tranche 3rd Tranche

(50% of
(20% of Commission) (30% of Commission)
Commission)
Percentage of 5% 10% 20%
Net Contract
Price Paid
Signed Contract to
Documentary Complete Sell, Post Dated Check for the
‘Conditional Remaining Balance or
Requirement Sale’ Enrolled JP Morgan Signed
Letter of Guaranty (LOG)
Requirements Auto Debit from
Bank; For deferred Cash
Arrangement or buyers, if
Complete Post
Dated PDCs are not submitted,
Checks for all commission can be
Monthly released only
Amortizations upon 30% paid.

All taxes due and demandable from commissions made payable to the SECOND
PARTY such as but not limited to withholding tax, expanded value-added tax etc., as
obliged by the Philippine Bureau of Internal Revenue shall be deducted from said
commission/service fee. The foregoing notwithstanding, release of commissions shall
be in accordance with Section 3 and Section 4 of this Agreement.

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4. RIGHTS & RESPONSIBILITIES OF THE FIRST PARTY

4.1 The FIRST PARTY shall facilitate the sales and marketing efforts of the
SECOND PARTY by:

4.1.1 Developing and providing the SECOND PARTY the price list, sales
materials such as brochures, flyers, videotapes, scale model (if
available), sales documents and other related sales collaterals,
quantity of which shall be determined by the FIRST PARTY based on
the estimated sales of the SECOND PARTY for a given period;

4.1.2 Allowing the SECOND PARTY and its duly authorized sales force and
staff access to the project sites.

4.2 The FIRST PARTY reserves the right to accept or reject a sale as well as
change the price and the terms and conditions of sale. In case of changes in
sales term and/or pricing, the FIRST PARTY shall provide the SECOND
PARTY at least thirty (30) days written notice prior to the effective date of such
adjustment or change.

5. RIGHTS & RESPONSIBILITIES OF THE SECOND PARTY

5.1The SECOND PARTY warrants that it possesses the requisite registration permits
and licenses, if any, to enter into this Marketing Agreement with the FIRST
PARTY and to engage in the marketing of the FIRST PARTY's PROJECTS
and shall provide the FIRST PARTY a copy of its incorporation/registration
papers, pertinent permits and licenses as well as its license as a real estate
broker salesman prior to the signing of this Agreement.

5.2The SECOND PARTY shall conduct its business dealings with the FIRST PARTY
and its clients in the most professional and ethical manner, and in strict
conformity with applicable laws, rules and regulations.

5.3The SECOND PARTY shall promote the sale of the PROJECTS through sales and
marketing programs and activities including personal servicing of
clientele/prospective buyers, and providing prompt, efficient and reliable
service. The SECOND PARTY shall not, however, make it own sales
materials without the clearance and approval by the FIRST PARTY.

All sales/reservations are subject to the approval/acceptance of the FIRST

PARTY. In the event a sale is rejected by the FIRST PARTY, the SECOND
PARTY shall be responsible for renegotiating the pricing and/or terms of the
sale with the clientele/prospective buyers.

5.5 The SECOND PARTY shall ensure the proper and full documentation of all
consummated sales, from the preparation of the standard sales documents to
obtaining the buyer’s signature and collation of the necessary documentary
requirements.

5.6 The SECOND PARTY shall not misrepresent nor give representations, oral or
written, to third parties without the written approval of the FIRST PARTY with
respect to any condition of the sale or feature of the PROJECTS, any
provision of the Reservation Agreement, Sales Contract and related contracts
or documents.

5.7 The SECOND PARTY shall abide by all the policies and procedures of the
FIRST PARTY relative to the operation of brokers and marketing
representatives, sales and marketing of the PROJECTS as well as
documentation of sales.

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 5.8 All payments shall be made payable to the FIRST PARTY or through its duly
authorized cashier and/or collecting representatives and/or banks. The
SECOND PARTY and/or its representatives are not authorized to receive any
payment from clients and issue receipts on behalf of the FIRST PARTY.

5.9 In the event that the buyer at any stage withdraws from the sale, or the sale is
cancelled for any reason whatsoever, the SECOND PARTY shall be entitled
to its commission or a portion thereof in accordance with the following:

5.9.1. If the 30% of the Net Contract Price has already been paid, the
SECOND PARTY shall be entitled to its full commission in accordance
with Section 3 of this Agreement.

5.9.2. If less than 30% of the Net Contract Price has been paid, the SECOND
PARTY shall no longer be entitled to the unreleased portion of the
commission.

5.9.3. If the FIRST PARTY is rendered liable or actually returns the payments
of the buyer or a portion thereof, the SECOND PARTY shall no longer
be entitled to the unreleased portion of the commissions earned on the
pertinent sales transaction. Furthermore, the SECOND PARTY,
including its representatives, shall return whatever commissions
already received. The foregoing notwithstanding, the FIRST PARTY, in
lieu of demanding the return of the commissions, reserves the right to
offset the corresponding amount against SECOND PARTY’s or its
representatives’ future receivables. It is expressly understood that
return of the commissions in accordance herewith, including the
commissions received by the SECOND PARTY’s representatives,
shall be the obligation of the SECOND PARTY.

5.10 The SECOND PARTY shall have full supervision and control over its
representatives and staff and shall assume sole responsibility for their actions,
performance or omissions to the FIRST PARTY.

5.11 The SECOND PARTY shall keep confidential such information as the FIRST
PARTY may from time to time transmit concerning the FIRST PARTY's
business affairs and clientele.

5.12 The SECOND PARTY, including its agents/sub agents and representatives,
expressly agree to be bound by the terms and conditions of this Agreement
and the Code of Discipline and/or Handbook of the FIRST PARTY which
forms part of this.

6. GROUNDS FOR TERMINATION

This Agreement may be terminated on any of the following grounds:

a. Expiration of the period under Section 2 hereof;

b. Violation or non-compliance with any of the terms and conditions
stipulated herein;
c. Performance by the SECOND PARTY below the declared selling
standards;
d. Loss of confidence by the FIRST PARTY involving the competence and
integrity of the SECOND PARTY;
e. Commission by the SECOND PARTY of such acts prejudicial to or
detrimental to the interest, name and/or reputation of the FIRST PARTY, as
may be determined by the FIRST PARTY, such as, but not limited to:

1. Falsification of buyer's documents and other machinations, for the

purpose of generating a sale;

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 2. Conniving with employees/personnel of the FIRST PARTY to enable
acceptance of buyers and/or documents in order to complete a sale;
3. Falsification of accountable documents such as but not limited to
Acknowledgment Receipts, Provisional Receipts, Official Receipts,
Reservations Documents, Sales Documents, Buyer's Information
Sheet, Identification Cards/Documents and other machinations;
4. Falsification of, tampering with or providing false information in any
document submitted to the Company, including but not limited to your
resume, application form, Standard Agent Information Sheet (SAIS)
Form, and other machinations;
5. Disseminating exclusive and confidential information to the FIRST
PARTY's competitors or any other third party;
6. Taking or borrowing money or goods from prospective or existing
buyers, or the commission of any acts detrimental to the FIRST
PARTY/ buyers/ clients;
7. Requesting or accepting any check or cash from prospective and/or
existing buyers as payment for the unit;
8. Misrepresentation of any kind whatsoever to the buyers.

f. Assignment by the SECOND PARTY of any rights under this Agreement

without the written consent of the FIRST PARTY;
g. Such other cases that may warrant cancellation of this Agreement and as may
be determined by the FIRST PARTY based on the latter's policies, rules and
regulations and governmental laws and regulations.

8. FORFEITURE OF COMMISSIONS. In cases of pre-termination as contemplated

under Sections 7 (b) (c) (d)( e) (f) (g) and sub-paragraphs thereunder or in the event
of commission of any act of fraud by the SECOND PARTY, all commissions and other
benefits which the SECOND PARTY may have already earned but have not yet been
released shall be forfeited in favor of the FIRST PARTY as liquidated damages.

9. REPRESENTATIONS MADE BY THE SECOND PARTY. Warranties and/or

representations made by the SECOND PARTY, its staff and/or sales personnel shall
not bind the FIRST PARTY unless written approval is given by the FIRST PARTY.

10. NO EMPLOYER-EMPLOYEE RELATIONSHIP. Nothing herein contained shall be

interpreted to mean that an employer-employee relationship exists between the
FIRST PARTY and the SECOND PARTY nor their employees and sales agents. It is
understood that the SECOND PARTY is an independent entity tasked merely to
market and sell the PROJECTS of the FIRST PARTY. Neither shall either party have
any authority to bind the other in any respect, it being understood and agreed that all
applications submitted by the SECOND PARTY are subject to acceptance by the
FIRST PARTY in its sole discretion.

11. INDEMNITY. The SECOND PARTY shall render the FIRST PARTY and its officers
and staff free and harmless from and indemnify the FIRST PARTY for all claims,
damages, actions and suits that may arise from or in connection with the performance
or omission of the SECOND PARTY’s functions, or due to misrepresentation or false
information provided by the SECOND PARTY, including its duly authorized
representatives, employees, agents or personnel.

12. NOTICE. Notice permitted and required to be given under this Agreement shall be
deemed complied with if sent to the address of the parties as above-written or at such
new address as either party may advise the latter in writing.

13. ATTORNEY’S FEES AND LIQUIDATED DAMAGES. Should the FIRST PARTY
resort to the courts for the protection of its rights or redress of its grievances under
this Agreement, the SECOND PARTY hereby agrees to pay to the FIRST PARTY
reasonable Attorney’s fees. An additional amount shall be imposed if the case
reaches the Appellate Courts including the Supreme Court, and in addition, the

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 SECOND PARTY shall pay for all the cost and expenses of litigation, and actual or
consequential damages to which the FIRST PARTY may be entitled under the law.

14. VENUE. All actions or suits in connection with or arising from this Agreement shall be
filed with or instituted in the proper court of Pasig City, Philippines, to the exclusion of
all other venues, and in accordance with Philippine laws.

15. MODIFICATIONS; WAIVER. This Agreement shall not be considered as changed,

modified or altered by any acts of tolerance on the part of the FIRST PARTY unless
such changes, modifications or alterations are in writing and signed by both parties. It
is further understood and agreed that no failure or delay by the FIRST PARTY in
exercising any right or remedy under this Agreement shall be construed as a waiver
of said right or remedy nor any single or partial exercise of the same shall preclude
further exercise thereof.

16. SEPARABILITY. In case one or more provisions contained in this Agreement shall be
declared invalid, illegal or not enforceable in any respect by any competent authority,
the validity, legality and enforceability of the remaining provisions shall not be affected
or impaired thereby.

17. ENTIRE AGREEMENT. This Agreement supersedes all prior agreements, oral or
written, between the parties and is intended as a complete and exclusive statement of
the agreement between the parties.

IN WITNESS WHEREOF, the parties hereunto affix their signatures this _____
10th day of of
AUGUST 2019 Manila Peninsula
______________________ at ______________________.

ROBINSONS PROPERTIES MARKETING SECOND PARTY

and MANAGEMENT CORPORATION
FIRST PARTY
By:

JUSTINE Q. ARTIEDA
___________________________________ MOHAMMADHOSSEIN MOHAMMAD NASEHI
________________________
Authorized Representative

SIGNED IN THE PRESENCE OF:

______________________________ _______________________________

(acknowledgment page follows)

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 ACKNOWLEDGMENT

Republic of the Philippines )

____________________ City ) S.S.

BEFORE ME, a Notary Public, for and in the above jurisdiction, this _____ day of
_______________ personally appeared:

Name Valid ID Date/Place Issued

JUSTINE ARTIEDA PASSPORT 09/08/2016

COMPANY ID 07/01/2019
MOHAMMADHOSSEIN MOHAMMAD NASEHI

Known to me and to me known to be the persons who executed the foregoing document
consisting of _______ (__) pages including this page and they acknowledged to me that the
same is their free and voluntary act and deed as well as the free and voluntary act and deed
of the corporations they herein represented.

WITNESS MY HAND AND NOTARIAL SEAL, this ________________.

NOTARY PUBLIC

Doc. No. _____;

Page No._____;
Book No._____;
Series of _____.

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