Value-Sharing Agreement

ADOPT-AN-AGARWOOD™ VALUE-SHARING AGREEMENT

This Adopt-an-Agarwood™ Value-Sharing Agreement (“Agreement”) is entered into on [Date], by and between:

PROJECT OPERATOR / FARM OWNER: PUTZ AGARWOOD FARM CORPORATION
Address: Brgy. Nalihawan, Hamtic, Antique
Represented by: Norberto s. Joyel
Hereinafter referred to as the “Operator”;

and

ADOPTER / PARTICIPATING PARTNER: [Full Legal Name]
Address: [Address]
Contact Information: [Email / Telephone]
Hereinafter referred to as the “Adopter.”

The Operator and Adopter are collectively referred to as the “Parties.”

1. PURPOSE OF THE AGREEMENT

The purpose of this Agreement is to establish the terms under which the Adopter participates in the Adopt-an-Agarwood™ Program, a managed agarwood cultivation and value-sharing program involving Aquilaria malaccensis cultivated and managed by the Operator.

The program is intended to provide the Adopter with a documented participation interest in the economic proceeds generated from the qualifying harvest of the adopted agarwood tree(s), subject to the terms and conditions of this Agreement.

The adoption represents a contractual participation in the agreed revenue-sharing arrangement and shall not, unless expressly stated otherwise in writing, constitute a transfer of ownership of land, tree title, timber, or other physical assets.

2. ADOPTED TREE(S)

The Adopter shall be assigned the following tree or tree group:

Adoption Certificate No.: [Certificate Number]
Tree Identification No.: [Tree ID]
Species: Aquilaria malaccensis
Plantation / Farm: Putz Agarwood Farm Corporation
Location: Brgy. Nalihawan, Hamtic, Antique
Planting Date / Estimated Age: [Date / Age]
Adoption Date: [Date]
Initial Tree Status: [Description / Photograph Reference]

Where practical, the Operator shall maintain identification records, photographs, tagging, mapping, or other reasonable documentation sufficient to identify the adopted tree(s).

If multiple trees are included, the complete list shall be attached as Schedule A.

3. NATURE OF THE ADOPTION

The Adopter acknowledges that the Adopt-an-Agarwood™ participation is a value-sharing arrangement, rather than a guaranteed investment return.

Unless expressly stated in a separate written agreement:

  1. the land remains the property of the landowner;
  2. the Operator retains management and operational control of the plantation;
  3. the Adopter does not acquire possession of the plantation;
  4. the Adopter does not acquire an unrestricted right to harvest or remove the tree;
  5. no minimum harvest quantity or minimum revenue is guaranteed; and
  6. future harvest revenue depends upon the biological development, resin formation, quality, quantity, market conditions, regulatory requirements, and successful sale of the harvested material.

4. CULTIVATION AND MANAGEMENT

The Operator shall use commercially reasonable efforts to maintain and manage the adopted tree(s), including, as applicable:

  • routine plantation maintenance;
  • tree monitoring;
  • appropriate fertilization and cultural practices;
  • pest and disease management;
  • resin-induction or agarwood-production procedures where applicable;
  • monitoring of tree development and resin formation;
  • harvesting when commercially and operationally appropriate; and
  • reasonable recordkeeping relating to the adopted tree(s).

The Operator shall have discretion regarding cultivation and harvest timing, taking into consideration tree condition, resin development, market conditions, operational considerations, and applicable laws and regulations.

5. AGARWOOD RESIN PRODUCTION

The Parties acknowledge that agarwood formation is a biological process and that resin formation can vary significantly between individual trees.

Accordingly, the Operator does not guarantee a particular resin yield, grade, quality, oil yield, harvest date, or selling price unless expressly guaranteed in writing.

Any inoculation, induction, treatment, or resin-production technology used in connection with the adopted tree(s) shall be carried out by or under the direction of the Operator and in accordance with applicable laws, permits, and responsible agricultural practices.

6. HARVEST

The Operator shall determine when the adopted tree(s) are ready or commercially appropriate for harvest.

Harvesting may occur:

  • at biological maturity;
  • following sufficient resin development;
  • when commercially viable;
  • as part of a scheduled plantation harvest; or
  • when required by circumstances affecting the health, safety, or legal status of the tree(s).

The Adopter shall be notified, where reasonably practicable, of a planned qualifying harvest.

7. DEFINITION OF HARVEST REVENUE

For purposes of this Agreement, “Harvest Revenue” means the gross amount actually received by the Operator from the sale of qualifying agarwood material attributable to the adopted tree(s), excluding amounts that are not proceeds from the sale of such material.

Unless otherwise agreed in writing, Harvest Revenue shall be determined from the actual sale transaction, supported by reasonable sales documentation.

If the harvested material is sold as:

  • raw agarwood;
  • chips;
  • wood pieces;
  • processed agarwood;
  • agarwood oil;
  • distilled products; or
  • another commercially identifiable agarwood product,

the Parties shall agree in advance, where necessary, on the method for attributing revenue to the adopted tree(s).

8. VALUE-SHARING PERCENTAGE

Subject to the terms of this Agreement, the Adopter shall receive:

40% of qualifying Harvest Revenue

attributable to the adopted tree(s).

The Operator shall retain the remaining 60% of qualifying Harvest Revenue.

The agreed percentage shall apply only to qualifying Harvest Revenue actually received by the Operator and shall not constitute a guaranteed return or guaranteed monetary value.

For clarity, the percentage shall be applied to actual qualifying sale proceeds, not to an estimated future value.

9. REVENUE CALCULATION

For example, if qualifying Harvest Revenue attributable to the adopted tree(s) is:

PHP 1,000,000

and the agreed Adopter share is:

40%

then the Adopter’s contractual share shall be:

PHP 1,000,000 × 40% = PHP 400,000

The actual payment shall be based on the final documented sale proceeds.

10. SALE OF HARVESTED MATERIAL

The Operator shall have primary responsibility for arranging the sale of the harvested agarwood unless the Parties expressly agree otherwise.

The Operator shall use commercially reasonable efforts to obtain a bona fide commercial transaction.

The Operator shall not be required to accept an offer that it reasonably believes is commercially unsuitable, legally problematic, or materially detrimental to the plantation or the Parties’ interests.

Where practicable, the Operator shall maintain documentation showing:

  • quantity sold;
  • product description;
  • buyer;
  • selling price;
  • date of sale; and
  • amount received.

11. PAYMENT TO THE ADOPTER

The Adopter’s revenue share shall become payable after the Operator has actually received the corresponding sale proceeds.

Payment shall be made within [30/45] calendar days after receipt of the applicable Harvest Revenue, subject to completion of reasonable accounting and verification procedures.

Payment shall be made through:

Payment Method: [Bank Transfer / Other]
Account Details: [To be provided separately]

Applicable taxes, withholding requirements, bank charges, government fees, or other legally required deductions shall be handled in accordance with applicable law.

12. REPORTING AND TRANSPARENCY

Following a qualifying harvest and sale, the Operator shall provide the Adopter with a reasonable harvest and revenue statement containing, where applicable:

  1. identification of the adopted tree(s);
  2. harvest date;
  3. quantity or volume harvested;
  4. product classification;
  5. sale price;
  6. gross Harvest Revenue;
  7. Adopter’s agreed percentage;
  8. resulting amount payable to the Adopter; and
  9. applicable deductions, if any.

The Operator shall retain reasonable supporting records for the transaction.

13. NO GUARANTEE OF HARVEST OR RETURN

The Adopter understands and acknowledges that agarwood cultivation involves agricultural, biological, environmental, operational, regulatory, and market risks.

The Operator does not guarantee:

  • survival of any particular tree;
  • formation of agarwood resin;
  • quantity of resin;
  • grade or quality;
  • harvest date;
  • market price;
  • buyer availability;
  • profitability; or
  • a minimum financial return,

unless specifically stated in a separate written guarantee signed by the Operator.

14. TREE LOSS OR DAMAGE

If an adopted tree dies, is destroyed, is severely damaged, or becomes unsuitable for commercial harvest because of circumstances beyond the Operator’s reasonable control, including natural disaster, severe weather, fire, pest outbreak, disease, theft, vandalism, or other force majeure events, the Operator shall notify the Adopter when reasonably practicable.

Unless otherwise agreed, the loss of an adopted tree shall not automatically create a monetary refund obligation.

Where commercially feasible, the Parties may agree to:

  • substitute another tree;
  • extend the adoption period;
  • transfer the adoption to another qualifying tree; or
  • terminate the participation under mutually agreed terms.

15. ADOPTION TERM

The adoption shall commence on:

[Start Date]

and shall continue until the earliest of:

  1. completion of the qualifying harvest and payment of the Adopter’s revenue share;
  2. expiration of [Number] years;
  3. termination under this Agreement; or
  4. another date mutually agreed in writing by the Parties.

16. TRANSFER OR ASSIGNMENT

The Adopter may not sell, assign, transfer, pledge, or otherwise dispose of the contractual participation without the prior written consent of the Operator.

The Operator may transfer plantation management or ownership only in a manner that does not improperly extinguish the Adopter’s contractual rights, subject to applicable law and the terms of any transfer agreement.

17. TAXES AND LEGAL COMPLIANCE

Each Party shall be responsible for its own tax obligations arising from this Agreement, except where applicable law requires withholding, collection, reporting, or remittance by the other Party.

The Parties shall comply with all applicable Philippine laws, regulations, permits, forestry requirements, environmental requirements, transport requirements, and rules governing the harvesting, possession, processing, sale, and transport of agarwood and/or Aquilaria materials.

18. INTELLECTUAL PROPERTY AND PROGRAM BRANDING

The name Adopt-an-Agarwood™, associated logos, program materials, photographs, marketing materials, systems, methodologies, and other proprietary materials shall remain the property of their respective owner(s), unless otherwise agreed in writing.

Participation in the program does not grant the Adopter ownership of the program’s trademarks, intellectual property, cultivation methodologies, branding, or proprietary systems.

19. PHOTOGRAPHS AND PROGRAM UPDATES

The Operator may provide photographs, progress reports, tree identification records, and other reasonable updates concerning the adopted tree(s).

If photographs or the Adopter’s name are to be used publicly for marketing purposes, the Operator should obtain the Adopter’s consent where required by applicable privacy or other laws.

20. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performing an obligation caused by circumstances beyond its reasonable control, including natural disasters, typhoons, floods, fire, drought, disease outbreaks, government restrictions, changes in law, war, civil disturbance, or other force majeure events.

The affected Party shall notify the other Party within a reasonable period after becoming aware of the event.

21. DEFAULT

A material breach of this Agreement shall include, among other things:

  • intentional misrepresentation of Harvest Revenue;
  • intentional failure to account for qualifying sale proceeds;
  • material misuse of the Adopter’s contractual participation;
  • failure to make an undisputed payment when due; or
  • other substantial violations of the Agreement.

The non-defaulting Party shall provide written notice and a reasonable opportunity to cure the breach where the breach is capable of being cured.

22. DISPUTE RESOLUTION

The Parties shall first attempt to resolve any dispute through good-faith negotiation.

If the dispute cannot be resolved through negotiation, the Parties may submit the dispute to mediation before pursuing formal legal proceedings, unless otherwise required or permitted by applicable law.

The governing law and venue shall be:

Republic of the Philippines

with venue in Tanza, Cavite, unless the Parties agree otherwise in writing or applicable law provides otherwise.

23. ENTIRE AGREEMENT

This Agreement, together with its schedules, certificates, amendments, and written attachments, constitutes the entire agreement between the Parties concerning the Adopt-an-Agarwood™ participation.

Any amendment must be made in writing and signed by both Parties.

24. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.

25. ACKNOWLEDGMENT

By signing below, the Parties acknowledge that they have read and understood this Agreement and voluntarily agree to its terms.

The Adopter acknowledges that participation is based on the future commercial value of an agricultural/forestry asset and that no guaranteed harvest quantity, selling price, profit, or return is being represented unless expressly stated in writing.

SIGNATURES

OPERATOR

Name: ____________________________________
Company: __________________________________
Position: ___________________________________
Signature: __________________________________
Date: ______________________________________

ADOPTER

Name: ____________________________________
Signature: __________________________________
Date: ______________________________________

WITNESS 1

Name: ____________________________________
Signature: __________________________________
Date: ______________________________________

WITNESS 2

Name: ____________________________________
Signature: __________________________________
Date: ______________________________________