First Amendment to Digital Marketing Services Agreement
Republic of the Philippines · limited amendment · Template v0.2.0
PARTIES AND ORIGINAL AGREEMENT
This Amendment No. 1 (the “Amendment”) is signed on August 31, 2026 by Sampaguita Retail, Inc., a corporation, with address at 120 Ayala Avenue, Makati City, Metro Manila, Philippines, represented by Maria L. Santos, President, who is duly authorized (“Party A”), and Jose R. Cruz, of legal age, doing business under the name and style “Likha Digital Studio”, with address at 44 Maginhawa Street, Quezon City, Metro Manila, Philippines (“Party B”).
The Parties entered into the Digital Marketing Services Agreement dated January 15, 2026 concerning Project Sampaguita / Campaign 2026 (the “Original Agreement”). The disclosed earlier changes are: None
RECITALS
The Parties reviewed the complete Original Agreement, including its change procedure: Section 18 requires every amendment to be in a written instrument signed by authorized representatives of both Parties.
The Parties wish to make only the changes stated below for this lawful basis: The parties' reciprocal promises to expand and complete the deliverables, adjust the fee and timetable, and continue performing the Original Agreement as amended. They intend the operative provisions—not the title or recital alone—to control.
1. DEFINITIONS, INCORPORATION, AND AUTHORITY
Capitalized terms not defined here have the meanings in the Original Agreement. The Original Agreement is incorporated only to the extent consistent with this Amendment.
Each signer represents that the named legal party exists or has capacity, that the signer has verified authority, and that every approval or consent required by the Original Agreement and applicable law is obtained or is an express condition to effectiveness.
No party is added, removed, released, or substituted by this Amendment.
2. EXPRESS AMENDMENTS
1. Section 3.2 — Campaign Deliverables is deleted and replaced in its entirety with the following: “The Provider shall deliver twelve short-form campaign videos, four long-form product videos, monthly performance reports, and the editable source files listed in Replacement Schedule A by 30 November 2026.” Context only (not operative wording): The campaign now includes two additional product launches.
2. Section 5.1 — Professional Fee is deleted and replaced in its entirety with the following: “The total professional fee is increased to PHP 780,000.00, exclusive of applicable VAT, payable according to the milestone allocation in Replacement Schedule A after receipt of a valid invoice and any required withholding documentation.” Context only (not operative wording): The expanded deliverables require additional production work.
3. Section 2.1 — Term is deleted and replaced in its entirety with the following: “The term is extended through 15 December 2026 solely to complete, review, correct, and accept the amended deliverables, without changing any surviving obligation.” Context only (not operative wording): The new launch dates extend the delivery timetable.
3. SCHEDULES AND ATTACHMENTS
The following complete, dated attachment is incorporated: Replacement Schedule A — Deliverables, Milestones, and Payment Allocation, version dated 31 August 2026, attached to this Amendment, replaces Schedule A dated 15 January 2026 in full. An attached replacement schedule supersedes only the identified earlier schedule; unrelated schedules continue.
4. EFFECTIVE TIME AND PRIOR PERFORMANCE
This Amendment takes effect on September 1, 2026, provided every required signature, consent, and approval has then been obtained.
Deliverables accepted and fees accrued before 1 September 2026 remain governed by the Original Agreement and the original Schedule A.
5. LEGAL EFFECT; NO IMPLIED CHANGE
This instrument is a limited modification, not an extinguishment or novation of the Original Agreement. Except for the express changes in this Amendment, the Original Agreement continues in full force. No change is inferred from negotiations, conduct, silence, partial performance, invoice handling, or a course of dealing.
If this Amendment conflicts with the Original Agreement, this Amendment controls only to the extent of that express conflict. An apparent conflict must first be read to preserve compatible provisions. No summary, heading, draft, negotiation, or reason statement changes the operative wording.
6. ACCRUED RIGHTS, DEFAULTS, AND LIMITED WAIVER
All rights, claims, remedies, amounts, obligations, defaults, notices, and liabilities accrued before effectiveness are preserved unless this Amendment expressly states otherwise. No delay or signature constitutes a waiver.
Each Party states that it is not presently giving notice of a known uncured default through this Amendment; this statement is not a waiver of a later-discovered breach.