ESCROW AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Escrow Agreement, made and entered into on this day of

__________2021 in ___________________, Philippines, by and among:

____________________________________, a domestic non-life

insurance corporation duly organized and existing under and by virtue of
the laws of the Philippines with principal office at _____________
represented by its __________, hereinafter referred to as the "FIRST
PARTY”;

-and-

_______________________, a domestic banking corporation duly

organized and existing under the laws of the Republic of the Philippines
and licensed to do trust business, with principal office at the
______________________ represented by its
___________________, , hereinafter referred to as the "ESCROW
AGENT / SECOND PARTY";

-and-

NATIONAL LABOR RELATIONS COMMISSION (NLRC), an attached

agency of the Department of Labor and Employment (DOLE), with
principal office at the 2F Ben-Lor Building, Quezon City represented by its
Chairman, Gerardo C. Nograles, hereinafter referred to as the "THIRD
PARTY".

WITNESSETH THAT:

WHEREAS, the FIRST PARTY has applied for accreditation as bonding

company with the THIRD PARTY to engage in the issuance of appeal / surety
bond;

WHEREAS, in compliance with Section 6, Rule 6 of the 2011 NLRC Rules

of Procedure, as amended, the Commission En Banc promulgated En Banc
Resolution No. 03-13 (Series of 2013) prescribing “Guidelines for
Accreditation of Surety Companies”, the THIRD PARTY requires the FIRST
PARTY to deposit in escrow with the ESCROW AGENT / SECOND PARTY the
amount of ONE MILLION PESOS (PHP1,000,000.00) to answer for all valid
and legal claims arising from non-payment of obligations pertaining to surety
bonds issued by the FIRST PARTY;

WHEREAS, in compliance with the aforesaid accreditation requirement(s),

the FIRST PARTY has deposited in escrow with the ESCROW AGENT /
SECOND PARTY, the sum of ONE MILLION PESOS (PHP1,000,000.00),
Philippine Currency, the receipt of which is likewise acknowledged by the latter;

WHEREAS, for the final consummation of the above transaction, the

parties hereto have obligated themselves individually to comply with certain

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conditions more particularly stipulated hereunder;

NOW THEREFORE, for and in consideration of the premises and more

specifically the mutual commitments herein set forth, the parties hereto have
voluntarily agreed and covenanted as follows:

1. This Account shall, for all legal purposes, be designated as

ESCROW ACCOUNT NO. ____________ and under this
designation, the ESCROW AGENT / SECOND PARTY shall
conduct its affairs, hold and administer the deposit in escrow as
provided herein;

2. The escrow deposit in the amount of ONE MILLION PESOS

(PHP1,000,000.00) shall remain intact during the validity of the
accreditation unless the same be revoked or otherwise cancelled
for whatever legal grounds; provided that in case of voluntary
withdrawal from accreditation due to decision to cease from
engaging in bonding business or expiration of bonding license, the
release of the escrow deposit shall be allowed ONLY after all bonds
previously issued by the FIRST PARTY have been cancelled or fully
satisfied, and there are no more subsisting bonds issued by them to
answer for judgments rendered by the Commission. The escrow
deposit may be subject to spot verification by duly authorized
representative/s of the THIRD PARTY;

3. The deposit in escrow shall not be pre-terminated, transferred,

encumbered, withdrawn or released except upon proper
authorization/clearance by the THIRD PARTY and shall answer for
all valid and legal claims arising from non-payment of obligations of
the FIRST PARTY and/or its authorized agents pertaining to surety
bonds issued. In this connection, a written instruction to disburse,
accompanied by an original, duplicate original or certified true copy
of the final decision/order /resolution issued by the THIRD PARTY
shall serve as the authority of the ESCROW AGENT / SECOND
PARTY to disburse from the deposit in escrow and pay the
liabilities on a “first come–first served” basis and the Order of
Garnishment that is first served upon the ESCROW AGENT /
SECOND PARTY shall be satisfied, irrespective of the date of the
issuance of the writ of execution; provided further, that where
several claims are simultaneously presented on the same day, and
the escrow deposit is not sufficient to pay the claims, the ESCROW
AGENT / SECOND PARTY shall pay the claims on a pro-rata basis.
It is agreed, however, that the ESCROW AGENT / SECOND
PARTY shall not be liable beyond deposit in escrow in the amount
of ONE MILLION PESOS (PHP1,000,000.00) or beyond
whatever balance of the deposit in escrow.

4. The FIRST PARTY hereby represents and warrants that:

(a) It has the full right and legal authority, and its representative is
duly authorized, to execute this Escrow Agreement, make the

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 deposit in escrow and there is no fact, event or circumstance which
will impair the validity thereof;
(b) The escrow deposit is free and clear of any lien, charge or
encumbrance of whatever kind and nature, and that there are no
contra-accounts dispute, set-off or counterclaims whatsoever
against it;
(c) The contracts or documents evidencing and/or supporting the
deposit in escrow have been duly executed, valid, subsisting and
sufficient for legal action;
(d) This Agreement constitutes a legal and valid obligation of the
FIRST PARTY and enforceable in accordance with its terms; and
(e) All necessary approvals for the execution and delivery of this
Agreement and the performance of its obligations hereunder have
been secured.

5. The ESCROW AGENT / SECOND PARTY shall notify in writing and

advise the THIRD PARTY of any payment made from the escrow
deposit / account or whenever the escrow deposit is reduced.

6. That in case the deposit in escrow is reduced by reason of levy

made by the Sheriff, the Management and Fiscal Division of the
THIRD PARTY shall notify the FIRST PARTY to replenish and
deposit an amount equivalent to the amount levied from the escrow
deposit within ten (10) days from receipt of notice. The ESCROW
AGENT / SECOND PARTY shall at all times advise in writing the
THIRD PARTY whenever the escrow deposit is reduced or the
same is no longer intact; provided further that, violation of the
provision shall result in the suspension of accreditation of the
FIRST PARTY without further notice.

7. The ESCROW AGENT / SECOND PARTY may invest the escrow

deposit in government securities, provided that said escrow deposit
shall be available anytime on demand by the THIRD PARTY for the
purpose mentioned in paragraph 3 hereof;

8. No PDIC coverage. This escrow agreement is not covered by the

PDIC and that losses, if any, shall be for the account of the FIRST
PARTY.

9. This Agreement shall in no case be pre-terminated without prior

notice to and clearance by the THIRD PARTY; provided further
that violation of this provision shall be sufficient cause for
revocation of accreditation of the FIRST PARTY. It is understood
that this provision shall equally apply to transfer of account/re-
designation of another bank, which the FIRST PARTY may
undertake; provided further that in case of re-designation to
another bank, the escrow deposit with the ESCROW AGENT /
SECOND PARTY shall not be released unless appropriate clearance
is issued by the THIRD PARTY;

10. The ESCROW AGENT / SECOND PARTY, cognizant of the

foregoing terms and conditions above stipulated, and having been

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 duly appointed as ESCROW AGENT by the FIRST PARTY with the
agreement of the THIRD PARTY does hereby agree to act as
ESCROW AGENT for the FIRST and THIRD PARTY, and to
discharge the duties and perform the undertakings in accordance
therewith;

11. For its services, the ESCROW AGENT / SECOND PARTY, shall be
entitled to receive a compensation equivalent to _________ PESOS
(PHP___________) per annum. Such fees shall be payable
annually, on or before the anniversary date of the opening of the
account and shall be for the account of the FIRST PARTY;

12. The FIRST PARTY hereby warrants that the ESCROW FUND and/or
additional money/s, security/ies, asset(s) as well as other funds
contributed thereto are not in anyway derived from illegal activities,
including drug trafficking, terrorism, organized crime, fraud and
any other crimes. In this connection, the ESCROW AGENT /
SECOND PARTY and THIRD PARTY shall be held free and
harmless from any misrepresentation of the FIRST PARTY that
may subject the ESCROW AGENT / SECOND PARTY and THIRD
PARTY to any legal or regulatory citation, sanction or penalty;

13. Any and all earnings from the investment and re-investment of the
deposit in escrow hereof shall be for the account of the FIRST
PARTY. The FIRST PARTY may withdraw periodically the earnings
of the deposit in escrow;

14. Upon release and delivery of the entire escrow deposit of the
party(ies) entitled thereto and the FIRST PARTY fails to replenish
the same pursuant to Section 6 hereof, this Agreement shall
terminate without any need of any further act on the part of any or
all the parties hereto, and the responsibilities of the SECOND
PARTY as ESCROW AGENT under this Agreement shall likewise be
terminated provided that the ESCROW AGENT / SECOND PARTY
shall give written notice of the termination to the THIRD PARTY
within ten (10) days from the lapse of the period to replenish as
provided in Section 6 hereof.

15. The ESCROW AGENT / SECOND PARTY shall not look into the
veracity, genuineness or validity of the written authorization to
release all or any portion of the escrow deposit or any document
which it might receive pursuant to the provisions of this Agreement,
or otherwise pass upon any requirement of such instrument that
may be essential for its validity, the intent of the parties hereto
being to assure the immediate release and delivery of all or any
portion of the escrow deposit to whoever is entitled thereto when
the same is authorized under the terms of this Agreement;

16. The ESCROW AGENT / SECOND PARTY is authorized and

directed to disregard, on its sole discretion, any and all notices,
directives and warnings that may be given to it by the other parties
hereto or by any other person, firm, association or corporation

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 which are not in accordance with the terms of this Agreement. It
shall, however, at all times obey the order, judgment or decree of
the THIRD PARTY arising from the enforcement of final judgment/
resolution in case of non-payment of its obligations pertaining to
surety bonds and it is hereby authorized to comply with and obey
such orders, judgments or decrees and in case of such compliance,
it shall not be liable by reason thereof to the parties hereto or to
any other person, firm, association or corporation even if,
thereafter, any such order, judgment or decree be reversed,
modified, annulled, set aside or vacated;

17. The ESCROW AGENT / SECOND PARTY assumes no obligation or

responsibility hereunder other than to hold the Escrow Deposit,
keep the funds/monies invested or re-invested, and to release the
same as herein provided. The ESCROW AGENT / SECOND PARTY
shall not be bound by any agreement or contract between the
FIRST PARTY and other parties, whether it has knowledge thereof
or not, that will contravene its responsibilities hereunder;

18. The FIRST PARTY hereby agrees to indemnify and hold the
ESCROW AGENT / SECOND PARTY free and harmless from any
and all losses, damages, cost and expenses that may be incurred
by it by reason of its compliance in good faith with the terms of this
Agreement;

19. The FIRST PARTY holds the ESCROW AGENT/SECOND PARTY

free and harmless from any liability relating to its acts or
performance as ESCROW AGENT in the absence of fraud, fault,
negligence or bad faith on its part.

20. Should it become necessary for the parties to resort to judicial

proceedings in order to enforce any of its rights hereunder, all
actions and controversies that may arise under this Agreement shall
be brought exclusively before the proper courts in Quezon City,
each party hereby expressly waiving any other venue.

20. This Agreement shall not be altered or amended in any manner

without the written consent of all the parties hereto.

21. This Agreement shall be binding upon the successors and assignees
of the parties hereto, provided that the FIRST PARTY may not
assign or transfer its rights and obligations hereunder without the
consent of the THIRD PARTY.

THE PARTIES AFFIRM (a) HAVING CAREFULLY READ AND

UNDERSTOOD ALL THE FOREGOING STIPULATIONS AND (b) THAT AT
THE TIME THAT THE PARTIES’ REPRESENTATIVE HAS AFFIXED HIS/HER
SIGNATURE HERETO, ALL THE BLANK SPACES HAVE BEEN CORRECTLY
AND COMPLETELY FILLED-UP.

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 IN WITNESS WHEREOF, the parties hereto have hereunder set their hands
at the place first above written on this day of _____________, 2021.

(NAME OF COMPANY)
(FIRST PARTY)

By:

_____________________________
(NAME OF SIGNATORY)
(Position)

(NAME OF BANK)
(ESCROW AGENT/SECOND PARTY)

By:

NATIONAL LABOR RELATIONS COMMISSION

(THIRD PARTY)

By:
CHAIRMAN GERARDO C. NOGRALES

SIGNED IN THE PRESENCE OF:

________________________ ________________________

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

____________________________)S.S.

BEFORE ME, a Notary Public for and in the _________________ this

_______ day of ___________ personally appeared the following:

SSS/Passport No
Name Driver’s License Date / Place Issued
No.

(NAME OF Bonding company)

REPRESENTATIVE

known to me to be the persons who executed the foregoing instrument and

acknowledged that the same to be their free and voluntary acts and deeds.

Said instrument refers to the ESCROW AGREEMENT, and consists of nine

(9) pages including this page wherein the acknowledgement is written, signed by
the parties and witnessed on all pages and sealed with notarial seal.

NOTARY PUBLIC

Doc. No. _____;

Page No._____;
Book No._____;
Series of 2021.

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

____________________________)S.S.

BEFORE ME, a Notary Public for and in the _________________ this

_______ day of ___________ personally appeared the following:

SSS/Passport
Name No Date / Place Issued
Driver’s
License No.

(NAME OF BANK)

REPRESENTATIVE

known to me to be the persons who executed the foregoing instrument and

acknowledged that the same to be their free and voluntary acts and deeds.

Said instrument refers to the ESCROW AGREEMENT, and consists of nine

(9) pages including this page wherein the acknowledgement is written, signed by
the parties and witnessed on all pages and sealed with notarial seal.

NOTARY PUBLIC

Doc. No. _____;

Page No._____;
Book No._____;
Series of 2021

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

____________________________)S.S.

BEFORE ME, a Notary Public for and in the _________________ this

_______ day of ___________ personally appeared the following:

SSS/Passport
Name No Date / Place Issued
Driver’s
License No.

N AT I O N A L L A B O R R E L AT I O N S
COMMISSION (NLRC)

Chairman ______

known to me to be the persons who executed the foregoing instrument and

acknowledged that the same to be their free and voluntary acts and deeds.

Said instrument refers to the ESCROW AGREEMENT, and consists of nine

(9) pages including this page wherein the acknowledgement is written, signed by
the parties and witnessed on all pages and sealed with notarial seal.

NOTARY PUBLIC

Doc. No. _____;

Page No._____;
Book No._____;
Series of 2021

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