MUTUAL CONTRACT TERMINATION AND LIMITED RELEASE AGREEMENT
Republic of the Philippines · settlement release · Template v0.2.0
PARTIES AND ORIGINAL AGREEMENT
This Mutual Contract Termination and Limited Release Agreement (the “Termination Agreement”) is executed on August 31, 2026 by Bayanihan Retail Corporation, a corporation, with address at 120 Ayala Avenue, Makati City 1226, Philippines, represented by Maria L. Santos, President, who is duly authorized (“Party A”), and Juan D. Reyes, of legal age, with address at 48 Scout Rallos Street, Quezon City 1103, Philippines (“Party B”), collectively the “Parties.”
The Parties entered into the Digital Campaign Services Agreement dated January 15, 2026 concerning 2026 product-launch campaign under Project Sampaguita (the “Original Agreement”). They reviewed the complete signed Original Agreement, its schedules, amendments, change orders, and side letters before signing this Termination Agreement.
RECITALS
The Original Agreement's termination, expiry, cure, and survival terms are recorded as follows: Section 12 permits mutual written termination and requires confidentiality, accrued payment, intellectual-property, and dispute provisions to survive according to their terms.
Its notice, governing-law, venue, and dispute terms are recorded as follows: Section 14 requires written notice by personal delivery, courier, or confirmed email and applies Philippine law with venue in Makati City.
The Parties mutually wish to end future performance under the Original Agreement without treating it as void from inception for the following reason: The campaign scope has been completed in part, and the parties mutually prefer an orderly closeout rather than commissioning the remaining optional campaign phase. The operative provisions below, not a label or recital alone, control.
1. MUTUAL TERMINATION; EFFECTIVE TIME
Termination takes effect on September 15, 2026, provided the complete Agreement has then been signed and every required consent and approval obtained.
From effectiveness, no Party must perform a future obligation under the Original Agreement except an obligation expressly preserved or created by this Termination Agreement. Completed performance, accrued rights, prior breaches, and existing claims are not erased merely by prospective termination.
Cessation and completion boundary: No new campaign work will begin after 15 September 2026. The provider will complete only the final asset archive, analytics export, and transition tasks identified below.
2. WORK IN PROGRESS, HANDOVER, PROPERTY, AND ACCESS
Work status: The August campaign assets are accepted. The optional September campaign is cancelled without further production fees, and the final analytics export remains due at handover.
Handover: Juan D. Reyes will deliver the source-file archive, approved final assets, analytics export, and asset index to Maria L. Santos by 18 September 2026 against a signed receipt.
Property and records: Each party will return the other's storage devices, original records, samples, and access tokens by 18 September 2026 against a signed itemized return receipt.
Access and authority closure: Administrator, advertising-platform, cloud-drive, and office access will be removed only after the verified archive transfer on 18 September 2026, with audit logs preserved for ninety days.
Each responsible Party shall sign or retain objective completion evidence. Acceptance of a return or handover does not waive a hidden shortage, unauthorized copy, data incident, or other matter outside the signed record.
3. FINAL ACCOUNTING, PAYMENT, AND TAX RECORDS
Party A shall pay Party B ₱125,000.00 on or before September 20, 2026 through Cleared bank transfer to the provider account independently reconfirmed by telephone, with the bank reference emailed to both finance contacts. A payment is complete only upon receipt of cleared funds and delivery of any required invoice, withholding certificate, or receipt.
Deposits, advances, retainers, credits, chargebacks, and prepayments: The PHP 50,000 advance has been credited against accepted work. No deposit, retainer, prepaid media budget, or chargeback remains after the stated final payment.
Tax and invoice administration: Each party will issue and retain the invoices, official records, withholding certificates, and tax documentation required by its actual status and the transaction. The Parties do not recharacterize a payment or shift a tax imposed by law merely through this Agreement.
4. INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION, AND PERSONAL DATA
Intellectual property and deliverables: Ownership of paid final campaign assets transfers under Section 8 of the Original Agreement upon cleared final payment. Drafts, rejected concepts, and pre-existing tools remain with their original owner.
Confidentiality route (survive and dispose): The Original Agreement's three-year confidentiality and restricted-use duties survive. Each party will return or securely delete protected copies within ten days, except an isolated legal archive and inaccessible routine backups.
Personal-data route (return delete): The provider will return the approved customer-data export, remove working copies from active systems within ten days after handover, isolate any required tax record, and certify deletion and access closure.
Termination does not authorize continued collection, disclosure, access, use, retention, or transfer beyond a valid purpose, lawful basis, documented instruction, legal retention duty, and proportionate security control.