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SERVICE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Service Agreement (the “Agreement”), made and entered into this
____________________ at _____________________, by and between:

______________________________., a corporation duly organized and

existing under and by virtue of the laws of the Republic of the
Philippines, with office address at ________________________________,
represented herein by its ________________________,
_____________________, and hereinafter referred to as the “CLIENT’;

-and-

_______________________________, a corporation duly organized and

existing under and by virtue of the laws of the Republic of the
Philippines, with office address at ______________________________,
represented herein by its ______________________,
_________________________, and hereinafter referred to as the
“CONTRACTOR”.

WITNESSETH: That-

WHEREAS, the CLIENT is desirous of engaging the services of an

independent and duly licensed contractor skilled in providing manpower services to
individuals, corporations and entities for the CLIENT’s _____________________
business (“BUSINESS”);

WHEREAS, the CONTRACTOR has represented that it is a duly licensed

entity engaged in the business of providing competent, reliable and experienced
personnel under its control and supervision and possesses substantial capital,
manpower and facilities for the performance thereof;

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

parties have agreed as follows:

I
SCOPE OF WORK

1. The CONTRACTOR shall provide the CLIENT with competent,

qualified, efficient and properly uniformed ___________________ for the BUSINESS to
perform __________________ services (the “SERVICE”) and other duties which are
normally related to or necessarily connected with the Service.

2. At the commencement of this Agreement, the CLIENT shall determine

the number of workers necessary to carry out the obligations of the CONTRACTOR
under this Agreement. The CLIENT may, from time to time, request for additional or
reduction of the existing number of workers, when the exigency of the situation so
demand and/or dictate. In this regard, the CONTRACTOR undertakes to
immediately provide the CLIENT’s requirements, including, but not limited to,
replacing workers whose performance are found to be unsatisfactory and recall of
the excess number of workers. The CONTRACTOR shall act upon said request for
replacement and/or recall within twenty-four (24) hours upon receipt of the request
from the CLIENT.

3. All necessary tools, equipment, supplies and facilities necessary to

carry out the CONTRACTOR’s obligations under this Agreement, shall be provided
by, and shall be for the sole expense of, the CONRACTOR.

II
CONTRACT PRICE

1. For and in consideration of the faithful performance of the

CONTRACTOR of its obligations under this Agreement, the CLIENT shall pay to the
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CONTRACTOR a monthly service fee of Pesos: ______________ (PhP__________) per

worker per month, which shall be payable two equal installments within seven (7)
days from receipt of the billing/invoices from the CONTRACTOR.

2. Payment by the CLIENT of the consideration herein mentioned shall

be made only on the condition that the CONTRACTOR has certified under oath that
it has complied with its undertakings under this Agreement and paid in full to all its
employees who were utilized by it to perform its obligations under this Agreement,
all of the salaries, wages and other employee benefits legally and contractually due
them up to and including the date of payment by the CLIENT to the CONTRACTOR.
Neither may the CONTRACTOR request the CLIENT to pay directly to any member
of the CONTRACTOR’s service group or other employee of the CONTRACTOR any
amount owing them by the CONTRACTOR as salaries/wages, or for any cause or
matter whatsoever.

III
REPRESENTATION AND WARRANTIES

The CONTRACTOR hereby represents and warrants that:

1. it is duly enrolled in the Registry of Contractor and Subcontractor of

the appropriate office of the Department of Labor and Employment
(DOLE). It likewise warrants to keep itself a contractor/subcontractor
of good standing by regularly complying with all regulatory
requirements relevant to its business, including the submission of
periodic reports to the DOLE and the execution of employment
contracts with its individual contractual employees as required by the
provisions of the DOLE Department Order No. 18-A Series of 2011;

2. its representatives to this Agreement have been duly authorized to

execute this Agreement on behalf of the CONTRACTOR under the
terms and conditions of this Agreement;

3. any person employed by the CONTRACTOR in carrying out its

obligations under this Agreement shall comply with all protective
systems/procedures and other restrictive regulations existing within
the premises/establishment of the CLIENT’s BUSINESS For this
purpose, the CLIENT shall have the right to search any person
employed by the CONTRACTOR in carrying out its obligations under
this Agreement as he/she leaves the CLIENT’s
premises/establishment;

4. during the term of this Agreement, any of the employees, which it may
utilize to perform its obligations under this Agreement, shall not stage
any picket, near or around the CLIENT Premises, however peaceful.
In the event that an industrial dispute shall, for any reason
whatsoever take place during the term of this Agreement between the
CONTRACTOR and its employees to the extent that the
CONTRACTOR is unable to perform its obligations under this
Agreement, the CLIENT shall have the right to unilaterally terminate
this Agreement; and

5. it has Net Financial Contracting Capacity equivalent to the total

contract cost of this Agreement, which is computed based on the
formula set forth in DOLE Department Order No. 18-A Series of 2011.

IV
INDEPENDENT CONTRACTOR

1. There shall be no employer-employee relationship between the

CLIENT and the CONTRACTOR. Hence, no representations, guarantees or
warranties extended by the CONTRACTOR to any person employed by it to carry out
its obligations under this Agreement shall bind the CLIENT. The CONTRACTOR
acknowledges that no authority has been conferred upon it by the CLIENT to hire
any person in behalf of the CLIENT.
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2. The CONTRACTOR shall not be subject to the control and supervision

of the CLIENT and shall only be answerable to the CLIENT on the results of the
contracted services. Accordingly, the CONTRACTOR shall be free to use any means,
methods and devices not contrary to law and regulations of the CLIENT, which it
deems best to perform its obligations under this Agreement. Discipline, supervision,
administration of and control over the persons to be utilized by the CONTRACTOR
to perform its obligations under this Agreement shall conform to the requirements
of law and shall be exercised solely by the CONRACTOR, which shall retain the sole,
exclusive and absolute right to assign, suspend, transfer, terminate and/or impose
disciplinary measures on such persons.

3. It is expressly understood and agreed that any person employed by

the CONTRACTOR in carrying out its obligations under this Agreement shall in no
case be considered as an employee of the CLIENT, but that of the CONTRACTOR.
For this reason, it is the sole responsibility of the CONTRACTOR to comply with all
laws, rules and regulations pertaining to labor and employment so that the CLIENT
shall not, in any way, be responsible for claims for personal injury, wages and other
employee benefits and other claims for damages, including death, caused either to
the said employee or to third parties, whether such injury arises out of or in the
course of, or in any way in connection with, the performance of the CONTRACTOR’s
employees duties. In the event of a suit against the CLIENT brought by any such
employee of the CONTRACTOR or by any government office or agency or any other
person or entity on the theory that the CLIENT is the employer of such employee,
the CONTRACTOR shall assist the CLIENT in defending this Agreement as an
independent contractorship contract, and the CONTRACTOR shall hold the CLIENT
free and harmless against any judgment, which may be made against the CLIENT in
favor of said person/s. The bond executed by the CONTRACTOR, as provided in
Paragraph VI hereof may, at the CLIENT’s option, be made to cover claims against,
or expenses of the CLIENT in this regard.

V
LIABILITY FOR LOSSES/DAMAGES

1. The CONTRACTOR shall be exclusively, directly and immediately

responsible for loss and/or damage that my occur to, or be sustained by the CLIENT,
its officers, employees, visitors and/or agents, including the properties of all said
persons, and/or properties for which said persons are accountable, where such loss
and/or damage has been caused by or are attributable in any way to any untoward
act, misconduct, malfeasance, nonfeasance or negligence on the part of the
CONTRACTOR or any of its employees; provided, however, that the CLIENT may
also directly institute or file such actions, civil or criminal, which may be deemed
necessary and proper against any of the CONTRACTOR’s employees for the matters
or causes as mentioned above. The CLIENT shall have the right to withhold or
suspend payment and/or automatically deduct from any amount due to the
CONRACTOR, the value of such losses or damages, without prejudice to the
CLIENT’s right to seize the surety bond mentioned in Paragraph VI hereof and/or
pursue other legal remedies, until the loss and/or damage suffered by the CLIENT
has been fully compensated. The CONTRACTOR warrants that it shall require its
employees to exercise extraordinary diligence in the performance of their functions
and duties.

2. The CONTRACTOR shall be liable for any loss and/or damage to the
CLIENT, its officers, employees, visitors and/or agents, including the properties of
all said persons, and/or properties for which said persons are accountable, where
such loss or damage was caused by the CONTRACTOR’s failure to provide services
covered by this Agreement during the pendency of an industrial dispute between
the CONTRACTOR and its employees. The CLIENT shall have the right to withhold
or suspend payment and/or automatically deduct from any amount due to the
CONTRACTOR, the value of such losses or damages, without prejudice to the
CLIENT’s right to seize the surety bond mentioned in Paragraph VI hereof and/or
pursue other legal remedies, until the loss and/or damage suffered by the CLIENT
has been fully compensated.

VI
BOND
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The CONTRACTOR shall furnish the CLIENT with a good and sufficient
Surety Bond issued by a reputable bonding company acceptable to the CLIENT, to
insure and guarantee faithful performance of the CONTRACTOR’s obligation under
this Agreement, to answer jointly and severally with the CONTRACTOR for all or
part of any claim of the CLIENT, or which may be made against the CLIENT by any
third party or parties for any loss or damage, which may arise from operation under
this Agreement or all or part of any claim, which may be made against the CLIENT
by the employees of the CONTRACTOR on the theory that the CLIENT is their direct
employer. Said bond shall likewise be considered as the bond required of an
independent contractor under the Labor Code.

VII
TERM OF CONTRACT

1. This Agreement shall have a term of One (1) year commencing on

_________________ until ______________, unless sooner terminated by any of the parties.
This Agreement may be renewed for another like term based on the mutual
agreement of both parties.

2. The foregoing notwithstanding, the CLIENT may terminate this

Agreement or any renewal thereof at any time for any reason whatsoever, by giving
the CONTRACTOR a written notice of at least thirty (30) days prior to the intended
date of termination. However, said 30-day period shall no longer be necessary
should the termination be for cause or violation of the terms and conditions of this
Agreement.

VIII
GENERAL PROVISIONS

1. The CONTRACTOR binds itself to submit a copy of this Agreement to

the appropriate office of the DOLE.

2. The rights and/or obligations of the CONTRACTOR arising from this

Agreement shall not be assigned nor transferred to any third party unless the
written consent of the CLIENT shall have been first duly obtained.

3. Except as otherwise provided herein, the failure of the CLIENT to

insist upon a strict performance of the terms, conditions and covenants herein
contained, shall under no circumstances, be considered as a waiver or
relinquishment of any right or remedy under this Agreement or the law, and such
right or remedy shall subsist in full force and effect. No waiver of rights under this
Agreement shall be made unless expressed in writing and signed by the party
making such waiver.

4. This Agreement may be amended by the parties in writing and signed

by the duly authorized representatives of the CONTRACTOR and the CLIENT.

5. All disputes arising out of or in connection with this Agreement shall

be settled and/or litigated in the proper courts of ___________ to the exclusion of all
other courts.

IN WITNESS WHEREOF, the parties have signed this Service Agreement on

the date and place first above-written

CLIENT CONTRACTOR

___________________________ ______________________________

By: By:

___________________________ ______________________________
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SIGNED IN THE PRESENCE OF:

_________________________ _____________________________

ACKNOWLEDGEMENT

Republic of the Philippines)

City of ______________ ) S.S.

BEFORE ME, a Notary Public for and in the City of ___________, this
__________________, personally appeared the following:

Name Valid Identification Date/Place of Issuance

known to me and to me known to be the same persons who executed the foregoing
instrument consisting of ____ pages including its annexes and the page on which this
acknowledgement is written, signed by the parties and their instrumental witnesses
on each and every page thereof, and they acknowledged to me that the same is their
free and voluntary act and deed and of the corporations they respectively represent.

WITNESS MY HAND AND SEAL on the date and place first above written.

Doc. No. _______;

Page No. _______;
Book No. ______;
Series of ________