ASSIGNMENT OF CONTRACTUAL RIGHTS
Republic of the Philippines — Transfer of contractual rights · Template v0.2.0
This Assignment of Contractual Rights (the "Assignment") is made on September 16, 2026 at Makati City, Philippines, between:
Sampaguita Trading Corporation, with address at 22 Bonifacio Street, Cebu City 6000, represented by Ramon L. Uy, President, who is authorized to sign this Assignment under Board Resolution No. 2026-09 dated 10 September 2026, certified by the Corporate Secretary (the "Assignor"); and
Bayanihan Receivables Inc., with address at 15/F BPI Tower, Ayala Avenue, Makati City 1226, represented by Andrea M. Reyes, Treasurer, who is authorized to sign this Assignment under Secretary's Certificate dated 12 September 2026 on Board Resolution No. 14-2026 (the "Assignee").
Recitals
The Assignor and Mabuhay Retail Holdings, Inc., with address at 3 Ortigas Center, Pasig City 1605 (the "Obligor") are parties to the Supply Agreement No. SUP-2026-014 dated May 4, 2026 (the "Contract"). The Obligor is not a party to this Assignment and will be given notice of it as stated below.
The Assignor wishes to assign, and the Assignee wishes to take, the rights described below.
1. Assignment
The Assignor assigns, transfers, and conveys to the Assignee all of the Assignor's rights, title, and interest in the following rights under the Contract (the "Assigned Rights"): The right to be paid the unpaid price of goods delivered under Invoice Nos. 1042 to 1047, being the amount still owed by the Obligor under the Supply Agreement.
The Assigned Rights include the right to be paid the outstanding amount of Four Hundred Eighty Thousand Pesos (PHP 480,000.00), together with the interest and charges the Contract validly provides on it.
The assignment includes the accessory rights that go with the Assigned Rights, such as guaranties, mortgages, pledges, and priorities (Article 1627).
2. Duties
The Assignee does not assume any duty of the Assignor under the Contract. The Assignor remains bound to perform its own duties, and this Assignment does not change them.
3. Price
The Assignee shall pay the Assignor Four Hundred Fifty Thousand Pesos (PHP 450,000.00) for the Assigned Rights. Payment is made at the signing of this Assignment.
4. Warranties and recourse
The Assignor states that it owns the Assigned Rights, has not assigned, pledged, or encumbered them to anyone else, and knows of no defense, set-off, or counterclaim that the Obligor could raise against them.
The Assignor answers for the existence and legality of the Assigned Rights at the time of this Assignment (Article 1628).
Subject to Article 1628, the Assignor does not guarantee that the Obligor will pay or is able to pay. The Assignor nevertheless answers for the Obligor's solvency if the insolvency existed before this Assignment and was of common knowledge; in that case its liability is limited to the price received and the expenses allowed by law, unless the Assignor acted in bad faith, in which case it answers for all expenses and damages.
The Assignor states that the Contract does not restrict this assignment.
5. Notice, collections, and records
Sampaguita Trading Corporation shall give the Obligor written notice of this Assignment, substantially in the form of Annex A, within 5 days after signing. Until the Obligor has knowledge of the assignment, a payment to the Assignor releases the Obligor (Article 1626). The Assignee may ask the Obligor to sign the confirmation in Annex B.
If the Assignor receives any payment on the Assigned Rights after the date of this Assignment, it shall hold the payment in trust for the Assignee and turn it over within 5 days.
The Assignor shall give the Assignee copies of the Contract and the records that support the Assigned Rights and shall sign any further document needed to carry out this Assignment.
6. General terms
Each party bears its own taxes. The Assignee bears the cost of notarization and any recording unless the parties agree otherwise in writing.
This Assignment is the whole agreement on the Assigned Rights. If any provision is held invalid, the rest remains in force. Philippine law governs. Any action arising from or relating to this Assignment shall be filed exclusively in the proper courts of Makati City, to the exclusion of all other courts, without prejudice to barangay conciliation where the law requires it.