CONSULTANCY AGREEMENT

This Agreement is made and entered into this __ day of _________ 20_ in
_________________, by and between:

A______________________a domestic corporation duly organized and

existing under the laws of the Philippines, with office address
at_________________________City, represented herein by its
________________________ and hereinafter referred to as the “A”;

-and-

MS. _________________, Filipino, of legal age, with residence

_________________________________________ and hereinafter referred to
as the “CONSULTANT”.

RECITALS:

WHEREAS, A desires to engage the services of the CONSULTANT on an independent

contractor basis;

WHEREAS, the CONSULTANT has represented to A that the CONSULTANT has

the necessary knowledge, skills and experience to work as CONSULTANT (the ”Service”) of
A;

WHEREAS, the CONSULTANT represents that she has the requisite qualifications,
expertise, experience and capability to accomplish the foregoing objective, to the satisfaction
of A;

WHEREAS, A has agreed to engage the services of the CONSULTANT relying on

the latter’s foregoing representations;

NOW, THEREFORE, for and in consideration of the foregoing premises, and the
terms and conditions set forth below, the Parties agree, as follows:

1. NATURE AND EXTENT OF SERVICES

1.1 The nature and extent of the Services to be performed by the CONSULTANT
are as follows:

a.
b.
c.

1.2 CONSULTANT shall fulfill its obligations under this Agreement by using
knowledge according to the best accepted professional standards.
CONSULTANT shall exercise all reasonable skill, care, and diligence in the
discharge of the following duties and responsibilities which she/he has agreed
to perform and shall work in the best interest of A.

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2. PLACE OF ENGAGEMENT

2.1 CONSULTANT shall perform and render the Services at such place or venue
as the interest needs, business or opportunity of A shall require.

2.2 In the event that CONSULTANT is required to render Service for some other
venture designated by A, or for any subsidiary or affiliated company of A,
such service shall likewise be subject to the terms of this Agreement.

3. CONSIDERATION

3.1 For and in consideration of the CONSULTANT’s Services, A shall pay the
CONSULTANT a Consultancy Fee, in accordance with the following terms
and conditions:

a. The total monthly Fee is TWO HUNDRED FIFTY THOUSAND

PESOS (PhP 250,000.00) Philippine Currency, payable every end of
the month, subject to the submission of monthly Accomplishment
Reports. All taxes relative to the Services shall be for the account of
the CONSULTANT;

3.2 The Consultancy Fee paid by A shall be the entire compensation for all
services of CONSULTANT under this Agreement, and all rights herein
granted to A, and no other payments, whether as remuneration or
reimbursement, shall be due to the CONSULTANT hereunder.

4. DURATION AND TERMINATION OF AGREEMENT

4.1 This Agreement shall be effective for a period of_________ months (the
“Term”), unless sooner terminated by either Party. The Agreement may be
renewed for an additional period upon the written agreement of the Parties
under such terms and conditions as may be acceptable to them, by prior
written notice of seven (7) days before its expiration.

4.2 A may terminate this Agreement immediately upon written notice to the
CONSULTANT if and when any of the following events occur:

a. The CONSULTANT fails to comply with her duties, obligations, and

undertakings under this Agreement; and

b. The CONSULTANT is involved in any form of crime or fraud.

5. INDEPENDENT CONTRACTOR

Both A and the CONSULTANT agree that the CONSULTANT will act as an
independent contractor in the performance of her duties under this Agreement.
Nothing contained in this Agreement shall be construed to imply that the
CONSULTANT, or any employee, agent or other authorized representative of
CONSULTANT, is a partner, joint venturer, agent, officer or employee of A. Neither
Party hereto shall have any authority to bind the other in any respect vis-à-vis any
third party, it being intended that each shall remain an independent contractor and
responsible only for her own actions.

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6. NON–COMPETITION AND CONFIDENTIALITY

6.1 The CONSULTANT represents that she has no contracts with any other Party
that would interfere with the CONSULTANT’s performance of the Services
under this Agreement.

6.2 All non–public, confidential or proprietary information relating to A, its

trustees, members, officers, employees, parent company, affiliated companies
and subsidiaries, whether written or oral, which have been communicated as
confidential information by A to CONSULTANT, which the CONSULTANT may
have access to in the course of and in connection with the performance of the
Services shall be kept confidential by her and shall not be disclosed to any
person even after the termination of this Agreement.

6.3 All documents and equipment relating to the business of A, whether prepared
by the CONSULTANT or otherwise coming into CONSULTANT’S possession,
are the exclusive property of A, and shall not be removed from the premises
of A except as reasonably required by the performance of the obligations of
the CONSULTANT as set forth in this Agreement. In any event, all such
documents and equipment must be returned to A at the termination of this
Agreement. The CONSULTANT shall not make available copies of such work to
persons not under the employment of A, its parent company, affiliated
companies and subsidiaries without the written consent of A.

6.4 During the Term of this Agreement, the CONSULTANT agrees not to engage
in any other business or service directly in competition with A, or perform
services similar to those contemplated to be performed by the CONSULTANT
under this Agreement for any person or entity directly in competition with A,
without the prior written consent of CONSULTANT in each instance. In no
event shall the CONSULTANT engage in activities prejudicial to the interests of
A.

7. INTELLECTUAL PROPERTY

All services rendered by the CONSULTANT under this Agreement are deemed
commissioned work by A. A shall be the sole owner of all results and proceeds of the
CONSULTANT’s services (the “Works”), without material or territorial limitations,
including copyright, and shall have the exclusive right in perpetuity to distribute and
otherwise deal with the Works, including marketing rights, in all jurisdictions and in
any and all media, now existing or developed in the future, free from any claims
whatsoever by the CONSULTANT or any person deriving any rights or interests from
the CONSULTANT.

8. INDEMNIFICATION

In case of breach by either Party of any warranty, representation, condition or

obligation herein, and the breach is not remedied within seven (7) days from written
notice, the breaching party shall pay the aggrieved party damages, without prejudice
to the latter’s rights or remedies at law or equity.

The CONSULTANT shall hold A, its trustees, members, officers, agents, and
employees free and harmless from and against any and all damages, liabilities, costs
and expenses, including attorney’s fees, resulting from any breach by CONSULTANT
of the warranties, representations and obligations contained herein and from third
party claims.

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9. GENERAL PROVISIONS

9.1 This Agreement is the complete and exclusive statement of the agreement
between the Parties, and supersedes all understandings or prior agreements,
whether oral or written, and all representations or other communications
between the Parties in relation to the subject matter contemplated herein.
This Agreement is executed by the Parties for and in consideration of the
terms and conditions stated herein.

9.2 If any provision of this Agreement is found by any court or administrative

body competent jurisdiction to be invalid or unenforceable, the invalidity or
unenforceability of such provision shall not affect the other provisions of this
Agreement, and all provisions not affected by such invalidity or
unenforceability shall remain in full force and effect. The Parties agree to
attempt to substitute for any invalid or unenforceable provision a valid or
enforceable provision which achieves to the greatest extent possible the
economic objectives of the invalid or unenforceable provision, but in the
absence of the agreement within seven (7) days after commencing
negotiations, either Party shall be entitled to terminate this Agreement by
seven (7) days written notice to the other.

9.3 The waiver by either Party of a breach of any of the provisions of this
Agreement by the other Party shall not be construed as a waiver of any
succeeding breach of the same or other provisions; nor shall any delay or
omission by either Party in exercising any right that it may have under this
Agreement operate as a waiver of any breach or default by the other Party.

9.4 No modifications, amendments or supplements to this Agreement shall be

effective for any purpose unless in writing signed by each Party. Approvals or
consents hereunder by a Party shall also be in writing. Without limitation, no
term of any purchase order shall amend or modify this Agreement.

9.5 Any notice or other communication to be given under this Agreement shall be
in writing and shall be served by personal delivery or by sending it by
facsimile or prepaid post to the addresses of the Parties specified in this
Agreement, or as notified by either Party to the other from time to time.

9.6 Nothing contained in this Agreement shall be construed as constituting or

evidencing any partnership, agency or contract of employment between the
Parties. Neither Party shall hold itself out contrary to the terms of this
Agreement. It is specifically understood that the CONSULTANT is an
independent contractor and shall not be considered an employee of A.

9.7 The other Party shall not be liable to the other Party in the event that a Party
is unable to perform an obligation under this Agreement because of any cause
outside of the Party’s reasonable control, including acts of God, industrial
action, default or failure of a third Party, failure of equipment or transmission
difficulties or governmental action or interruption of services.

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 IN WITNESS WHEREOF, the Parties hereunto set their hands on the date and
place first above written.

A CONSULTANT
By:
By:

_____________
CONSULTANT

SIGNED IN THE PRESENCE OF:

_______________________ _______________________
(Signature Above Printed Name) (Signature Above Printed Name)

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 ACKNOWLEDGMENT

Republic of the Philippines)

…………………….….…………..) S.S.

BEFORE ME, a Notary Public for and in ___________________ this

__________________, appeared the following persons who exhibited to me their
government-issued identification documents, as follows:

NAME GOVERNMENT ISSUED DATE/PLACE ISSUED

IDENTITY

known to me and to me known to be the same persons who executed the foregoing
Agreement, and who acknowledged to me that they executed the foregoing Agreement for
and on behalf of their respective corporations, that they are duly authorized to sign the
same, and that the same is their free and voluntary act and deed, and that of the
corporations represented.

This document, which pertains to a CONSULTANCY AGREEMENT consisting of eight

(8) pages, including the page on which this Acknowledgment is written, has been signed by
the parties and their witnesses on each and every page thereof, and sealed with my notarial
seal.

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

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 20__.

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