SERVICE AGREEMENT

KNOWN ALL MEN THESE PRESENT:

This Service Agreement (the “Agreement”) made and entered into this __ day of
December 2023 at ___________, by and between:

[FILINVEST], a corporation duly organized and existing under and by virtue of

the laws of the Republic of the Philippines, with business address at [address],
represented herein by its [position], [name], hereinafter referred to as the
“Client;”

-and-

[Contractor], a corporation duly organized and existing under and by virtue of

the laws of the Republic of the Philippines, with business address at [address],
represented herein by its [position], [name], hereinafter referred to as the
“Contractor.”

Each of the Client and the Contractor shall be referred to as the “Party,” collectively, the
“Parties”)

WITNESSETH THAT:

WHEREAS, the Contractor, with Certificate of Registration No. [insert Registration

number] valid until [date], issued by the Department of Labor and Employment, is engaged in
the business of providing [Services] and has the adequate financial resources, manpower,
equipment, tools, machineries and other materials which are necessary in the conduct of the said
business;

WHEREAS, the Contractor has offered to provide its services to the Client and
represented that it has the qualifications, knowledge, expertise, willingness and capacity to
undertake its obligations under this Agreement, subject to the terms and conditions hereinafter
specified;

WHEREAS, relying on the representations made by the Contractor, the Client has
accepted the offer of the Contractor;

NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties
hereby agree as follows:

ARTICLE 1. DESCRIPTION OF WORKS

The Contractor has agreed to perform all of the services specified under Annex “A” of this
Agreement (the “Scope of Work”) for the Client at [address] (“Site”). The Scope of Work shall
be performed in accordance with the work schedule likewise specified in Annex “A” hereof.

ARTICLE 2. CONTRACT TERM

2.1. This Agreement shall be effective for a period of [term] commencing on [date] and
ending on [date], unless sooner terminated by either of the parties in accordance with the
provisions hereof.

2.2. This Agreement may be renewed or extended for another term by mutual agreement of the
Parties, at least one month prior to the initial expiration thereof.

ARTICLE 3. OBLIGATIONS OF THE CONTRACTOR

3.1. The Contractor shall furnish all the equipment, tools, and materials which are necessary to
undertake the Scope of Work.

3.2 The Contractor shall provide the required number of trained and qualified personnel from
its staff of employees to perform the Scope of Work at the Site.

3.3 The Contractor shall submit an accomplishment report every 15 th day of the month stating
the activities done from the previous month, conditions in the Site, recommendations,
action points for the succeeding month and other necessary matters that needs to be
reported as maybe requested.

3.4 Personnel deployed by the Contractor at Site are required to report their attendance (i.e.
log-in and log-out), either manually (i.e. witnessed by the Site’s Security Guard at the main
entrance, or electronically (through the biometrics system).

3.5 The Contractor agrees that its personnel shall submit themselves to bodily and bag search
and may be subject to an inspection at any time and on-the spot body and bag search by the
duly authorized security guards or personnel on duty at the Site upon entry to the Site,
within the Site and exit from the Site to enforce the strict and diligent observance of such
security measures.

3.6 The Contractor shall be liable for and indemnify the Client for any damage of the latter’s
equipment or properties through the fault and/or negligence of the Contractor, or any of its
employees, officers, and representatives.

ARTICLE 4. SERVICE FEE AND PAYMENT SCHEDULE

4.1 The Contractor shall be entitled to a fee at the rate and payment schedule set forth in
Annex “B” hereof.

4.2 Unless otherwise provided for in Annex “B” hereof, the following payment schedule shall
be followed:

4.2.1 For services rendered by the Contractor’s personnel to the Client, the Client shall
pay the Contractor as follows:

COVERED PERIOD CONTRACTOR’S RECEIPT OF

CHECK FROM CLIENT
1st – 15th day of the month 30 working days from the receipt of SOA
& verification
16th – 30th or 31st day of the month 30 working days from the receipt of SOA
& verification

4.2.2 In every request for payment, Statement of Account (SOA) shall be submitted by
the Contractor to the Client. The SOA shall be accompanied by the Daily Time
Record and/ or Attendance Sheet, duly approved Overtime Authorization, if any,
and such other reference to the attendance of the Contractor’s personnel.
 4.2.3 The Contract’s computation on any billing shall reviewed and corrected by the
Client and shall be paid in accordance with the matrix above, unless the Client has
any objection or question regarding the Billing statement or a section or item
thereof, the matter shall be immediately brought to the Contractor’s attention and
shall be accordingly discussed and settled. If only a section or item of the billing is
in question and the questioned part may be temporarily excluded, the undisputed
portion of the bill may be settled ahead of disputed portion. questioned section or
item. Any adjustment on the billing due to errors of the Contractor shall be paid in
the next billing period.
4.2.4 It is hereby understood that the rule on the “no work no pay basis” and “payment on
hourly basis” shall be deemed incorporated hereof with respect to attendance and
payment rate of each Contractor personnel. No Contractor personnel shall be
allowed to render overtime work except when it is necessary and duly approved in
writing by the Client’s Representatives. Only duly-approved overtime work shall be
charged by the Contractor to the Client.
4.2.5 In the event of an increase in the cost of performing any particular service as result
of government mandated wage orders under this agreement, or on account of the
payment of government mandated benefits such as paternity leave, holiday and
other fees not included in the existing service fee, Contractor will send an advice of
increase in its fee payable proportionately. This shall be billed and paid by the
Client during the immediate succeeding billing/ payment period.

ARTICLE 5. COMPLIANCE WITH LABOR STANDARD AND OCCUPATIONAL

HEALTH AND SAFETY STANDARDS

5.1 The Contractor shall comply with all the rights and benefits of its employees under the
Labor Code and Department of Labor and Employment’s (“DOLE”) Department Order
No. 18-A, Series of 2011, as amended by Department Order No. 174, series of 2017; on
safe and healthful working conditions; labor standards, such as service incentive leave, rest
days, overtime pay, 13th month pay and separation pay; retirement benefits; contributions
and remittances to Social Security System, Philhealth, Pag-Ibig, the Employees’
Compensation Commission, and other welfare benefits; the right to self-organization,
collective bargaining and peaceful concerted action; and the right to security of tenure.

5.2 The Contractor shall directly remit monthly its share and its employees’ contributions to
the Social Security System, the Employees’ Compensation Commission, Philhealth, and
Pag-ibig.

5.3 The Contractor shall issue with every billing to the Client a certification under oath that all
the wages, benefits, and lawful entitlements of all the employees of the Contractor assigned
to the Client have been paid in full and the required contributions thereof remitted to the
required government agencies as of the date of such billing.

ARTICLE 6. WARRANTIES BY THE CONTRACTOR

The Contractor hereby represents and warrants that:

6.1 This Agreement together with the Annexes, constitutes the legal, valid and binding
obligation of the Contractor, enforceable in accordance with its terms.

6.2 The execution, delivery and performance of this Agreement do not violate any agreement
binding upon the Contractor.

6.3 The Contractor warrants that it has substantial capital to carry out the Scope of Work on its
own account, manner, and method. It also warrants that it has the required investments in
the form of tools, equipment, machinery, and supervision to perform the Scope of Work.
6.4 It has taken all necessary corporate actions to enter into this Agreement and perform all
transactions contemplated herein.

6.5 It will be able to provide quality and efficient services in accordance with industry
standards.

6.6 Any person employed by the Contractor to carry out its obligations under this Agreement
shall comply with all protective systems/procedures and other regulations of the Client.

6.7 The Contractor warrants that it has secured all the necessary permits, licenses, and
clearances for the performance of the Scope of Work and hereby assumes full
responsibility for complying with all the pertinent laws, ordinances, and regulations. The
Contractor agrees to be solely responsible for renewing such permits, licenses, and
clearances, which may be required by law or regulation. It shall likewise ensure
compliance with all its obligations and commitments to the local and national government
authorities and private entities concerned insofar as this Agreement is concerned, and all
the expenses and consequences of its non-compliance shall be for the account and sole
responsibility of the Contractor.

6.8 During the term of this Agreement, the Contractor shall ensure that its employees shall
neither stage nor participate in any picket, near or around the Site, however peaceful. In the
event that an industrial dispute shall, for any purpose 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 Agreement and/or claim for damages.

ARTICLE 7. NO EMPLOYER-EMPLOYEE RELATIONSHIP

7.1 It is the essence of this Agreement that there is no employer-employee relationship

between the Contractor and the Client. The Contractor shall not be deemed an agent,
employee or partner of the Client. Neither shall the employees, workers or agents of the
Contractor be deemed employees, workers or agents of the Client. Hence, the Client shall
not in any way be liable or responsible for injuries to their persons or damages to their
property caused by any such employee, worker or agent nor for any injuries or damages to
themselves or to their property suffered by them in the performance of their duties.

7.2 The Contractor shall not be subject to the control and supervision of the Client but shall be
answerable to the Client on the results of the Scope of Work. Accordingly, the Contractor
shall be free to use any means, method, device not contrary to law and regulations of the
Client, which it deems best to perform its obligation under this Agreement

7.3 It is expressly understood that the personnel to be assigned to perform the work herein
contracted are employees of the Contractor. The Contractor obliges itself and its
successors-in-interest to pay whatever salaries and wages that may be due under this
Agreement, including any and all benefits due to its personnel under the Labor Code, the
Social Security Law and other related laws, obligations and claims which may arise as a
result of the employer-employee relationship existing between the Contractor and its
personnel. Accordingly, the Client shall not be responsible for any for any and all claims
for personal injury or death caused to any of the Contractor ‘s personnel or to any third
party where such injury or death arises out of or in the course of the performance by said
personnel of his/her duties.

7.4 The Client shall also have the right to demand from the Contractor the proof of remittance
of benefits or payment of wages due to the Contractor’s personnel or employees assigned
to the Client. In case of failure or refusal of the Contractor to comply with this obligation,
 the Client shall have the right to withhold payment of service fees until compliance by the
Contractor of its obligation stated herein.

7.5 The terms and conditions of employment of the Contractor’s employees to be assigned to
the Site are exclusive concerns of the Contractor. The Contractor acknowledges that no
authority has been conferred on it by the Client to hire any person on behalf of the Client.

7.6 The Contractor shall hold the Client free and harmless from any liability occasioned by
acts of the employees of the Contractor or from any action arising from and by virtue of the
Contractor’s employment of its personnel or in any instance whatsoever where the Client
may be impeded as party by reason of this Agreement. In this connection, the Contractor
undertakes to indemnify the Client for all damages incurred, such as, but not limited to, the
payment of attorney’s fees, and liquidated damages equivalent to twenty percent (20%) of
the amount prayed for in the complaint, petition or other initiatory pleading. The
Contractor shall assist and defend the Client against any labor claims which the
Contractor’s employee may file against the Client.

ARTICLE 8. SUBCONTRACTING, ASSIGNMENT AND NON-EXCLUSIVITY

8.1 The Contractor shall neither subcontract nor assign its rights and obligations under this
Agreement without the prior written consent of the Client. Such consent however, if given,
shall not release or relieve the Contractor from any of its obligations and liabilities under
this Agreement.

8.2 It is understood and agreed that this Agreement does not grant to the Contractor any
exclusive rights to do business with the Client. The Client shall be free to contract with
other contractors for the procurement of similar services, as it may from time to time deem
necessary.

8.3 The Client reserves the right to assign its rights and obligations under this Agreement to a
related entity or third party without the Contractor’s consent.

ARTICLE 9. TERMINATION

9.1 The Parties shall have the right to pre-terminate this Agreement, without need of cause,
provided that that the Party notifies the other Party in writing of its intention to terminate
this Agreement at least thirty (30) days prior the intended date of termination.

9.2 Either Party shall have the right to immediately terminate this Agreement, by giving prior
written notice thereof, if the other Party has breached any of its obligations or warranties
herein

ARTICLE 10. FORCE MAJEURE

10.1 For purposes of this Agreement, force majeure means any unavoidable circumstance
beyond the control of the party claiming force majeure, including but not limited to, an act
of God, severe flood, riot or civil disturbance, war (declared or undeclared), military
action, insurrection, act of any governmental or military agency acting under actual or
assumed authority, expropriation, industry-wide strikes, and any other causes beyond the
control of the Parties; provided, however, that extended labor problems affecting the
Contractor's operations shall not be considered force majeure and the Client shall have the
sole and exclusive option to terminate this Agreement in such event.

10.2 In the event of force majeure, the rights and obligations of the Parties under this Agreement
shall be suspended until the event constituting the force majeure ceases to exist. However,
should the force majeure continue beyond ninety (90) days from the onset thereof, this
 Agreement shall be deemed terminated upon notice of termination delivered by the Client
to the Contractor.

10.3 Neither party shall be liable to the other for delay in performing or inability to perform any
of its obligations hereunder as a result of force majeure.

10.4 In case of typhoon, calamities, etc., not otherwise considered as force majeure, any change
in the work schedule of the Contractor shall be subject to the approval of the Client’s
authorized representative at Site. Moreover, in such cases, the Contractor shall ensure that
a skeletal force remains on the Site, the number of which shall be subject to approval of the
Client.

ARTICLE 11.LIMITATION OF LIABILITY

11.1 The Contractor shall indemnify and hold the Client free and harmless against all losses
and claims for injuries or damage to any persons or property whatsoever caused or
occasioned or contributed to by the failure or negligence of the Contractor or any of its
employees, agents, personnel or officers, or those which may arise from or in consequence
of the performance of this Agreement and against all claims, demands, proceedings,
damages, cost, charges and expenses whatsoever in respect of or in relation thereof.

11.2 In the event that the Client is sued for damage to property or person as a result of or due to
the services provided by Contractor, the Contractor shall reimburse the Client for any and
all expenses the latter may incur in defending itself against and/or adjudged liable for in
such suit.

11.3 Aside from the rights accorded to the Client in case of breach by the Contractor, should the
Contractor violate any of the terms and conditions of this Agreement, the Contractor shall
be liable to pay Liquidated Damages equivalent to twenty percent (20%) of the Service
Fee, which in no case less than Ten Thousand Pesos (PHP 10,000.00), in addition to the
amount of the actual damages sustained by the Client as a result of the Contractor’s breach.
Should the Client be compelled to employ legal counsel to enforce any part of this
Agreement, the Contractor shall pay an amount equivalent to Twenty Five Percent (25%)
of the amount claimed in the complaint, as Attorney’s Fees, but in no case less than
Twenty Five Thousand Pesos (PHP 25,000.00), plus costs of suit and other expenses
which the law entitles the Client to recover from the Contractor.

ARTICLE 12. DELAYS

In case of delay or non-performance of job or failure to deliver Contractor’s obligations or

promises under this Agreement and which are not otherwise caused by force majeure as defined
in Article 10.1, Client shall deduct from the billing a penalty equivalent to 1/10 of 1% of the total
Service Fee for each calendar day of delay to a maximum amount not to exceed the total Service
Fee, without prejudice to the right of the Client to terminate this Agreement and to avail of other
remedies in law and contract.

ARTICLE 13. CONFIDENTIALITY

13.1 Each party shall treat as confidential information and forever hold in strictest confidence
(a) the provisions of this Agreement; (b) the proprietary information of the other party; and
(c) trade or business secrets and activities of the other party which comes into its
possession pursuant to or as a result of or in the performance of this Agreement
(“Confidential Information”). Neither party shall disclose any Confidential Information of
the other party without the prior written consent of the other party. Provided, however,
neither party shall be in breach of this clause for disclosure of Confidential Information (i)
where disclosure is required by law or in order to enforce rights under this Agreement, or
 (ii) where the information which has been disclosed had already ceased to be confidential
through no fault of the receiving party or its representatives.

13.2 All Client-provided information, financial information, and personally identifiable

information of individuals or entities interacting with the Client, including but not limited
to birth dates, banking and financial information also constitute Confidential Information.

13.3 Each party undertakes to the other to take all such steps as shall from time to time be
necessary to ensure compliance with the provisions of this Article by its employees, agents
and sub-contractors.

13.4 The operation of this Article shall survive the termination of this Agreement.

ARTICLE 14. PRIVACY AND PROTECTION OF PERSONAL DATA

14.1 To the extent that the Contractor will be provided with or have access to personal data, as
the same term is defined under Republic Act No. 10173, otherwise known as the “Data
Privacy Act of 2012” (the “Act”) and its Implementing Rules and Regulations, the
Contractor shall ensure that it fully complies with the provisions of the Act and processes
the personal data solely and exclusively for the purposes for which the personal data, or
access to it, is provided pursuant to the terms and conditions of this Agreement. The
CONTRACTOR shall be liable for any violation of the Act and shall be subject to its
corresponding sanction, penalty or fine, without prejudice to any other civil or criminal
liability, as may be applicable.

14.2 In the fulfilment of its obligations under the Act, the Contractor shall have such systems in
place as to ensure full compliance with the Act particularly in relation to the collection,
access, use, storage and disposal of personal data.

14.3 The Contractor further agrees that it shall (i) keep and maintain all personal data in strict
confidence, using such degree of care as is appropriate to avoid unauthorized access, use or
disclosure and (ii) not use, sell, rent, transfer, distribute, or otherwise disclose or make
available personal data for the Contractor’s own purposes or for the benefit of anyone other
than the Client, in each case, without the Client’s prior written consent.

14.4 The Contractor shall indemnify the Client for any breach of the Act which renders the latter
liable for any costs, claims or expenses.

14.5 If needed, the Client shall determine the level or standard of document and data security
and the Contractor shall conform to the Client’s data privacy security measures which the
Client may change or update from time to time when it deems necessary. The Client shall
have the right to conduct regular audits of the Contractor’s data privacy and security
measures, processes, and mechanisms. The Contractor shall be directly responsible and
liable for any data security or privacy breach due to the fault or negligence of its agents or
employees. In case of breach, the Contractor shall be administratively, civilly, and
criminally liable and it shall indemnify the Client and/or any affected third-party for the
same. The obligations herein shall survive the termination of this Agreement.

ARTICLE 15. BONDS AND INSURANCE POLICY

15.1 Upon the signing of this Agreement, if applicable, the Contractor shall post a bond in favor
of the Client equivalent to <percent> <__> of the Service Fee, to guarantee full and
faithful performance of its obligations to the Client and to the Contractor’s employees.

15.2 Without prejudice to the next preceding paragraph, the bond shall be renewable every year
during the anniversary of this Agreement, if applicable. If, however, during the term of this
 Agreement and prior to each anniversary of this Agreement, the parties did not meet for the
renewal of the bond, the bond shall be automatically renewed upon the anniversary of this
Agreement.

15.3 The bond shall be used to pay for the liabilities of the Contractor to its employees and to
the Principal. In case of use of the bond, the Principal shall notify the Contractor of its use
and shall present to the Contractor the necessary proof of expense. Within thirty (30) days
from the notification, the Contractor shall replenish the bond.

15.4 Within ten (10) days from signing of this Agreement, the Contractor shall also obtain an
insurance policy to cover third party liability insurance with a minimum limit of
________________. Said insurance shall be secured by the Contractor from an insurance
company acceptable to the Client.

ARTICLE 16. GENERAL PROVISIONS

16.1 If any part of this Agreement shall be held void, invalid, unenforceable or contrary to law
by a final judgment or decree of any court, administrative agency or quasi-judicial body of
competent jurisdiction, the other provisions hereof shall not be affected or impaired unless
said judgment or decree affects this Agreement as a whole. In the event that this entire
Agreement is rendered void, invalid, unenforceable or contrary to law, each Party shall
return to the other what it has received to the end that no party is enriched at the expense of
the other.

16.2 This Agreement, together with the Annexes contains the complete understanding between
the Parties with respect to the transaction contemplated herein and expresses their true and
real intent. Unless in writing, none of the Parties has made any other representation,
warranty or covenant to each other except as contained herein.

16.3 The failure of the Client to insist upon the strict performance of any of the covenants, terms
and conditions in this Agreement shall not be deemed as relinquishment or waiver of any
rights or remedies that the Client has. Nor shall it be construed as a waiver for any
subsequent breach or violation of the covenants under this Agreement. No waiver by the
Client of any rights shall be deemed to have been made unless expressed in writing and
signed by the Client through its authorized representative.

16.4 This Agreement may be amended only by an instrument in writing signed by both Parties.

16.5 Any notice to be given under this Agreement by either Party to the other shall be in writing
and shall be sufficiently delivered, given, made or transmitted and if delivered by hand or
sent by facsimile shall be addressed to the other Party’s address indicated herein:

Notice to Contractor:
Attention to: <name of officer to receive communication>
Title: <position of officer to receive communication>
Email: <email of officer to receive communication>
Address: <office address of officer to receive communication>
Phone number: <contact no. of officer to receive communication>

Notice to Client:
Attention to: <name of officer to receive communication>
Title: <position of officer to receive communication>
Email: <email of officer to receive communication>
Address: <office address of officer to receive communication>
Phone number: <contact no. of officer to receive communication>
 Either Party may designate another mailing address by service of written notice to the other
Party.

16.6 This Agreement shall be governed by the laws of the Republic of the Philippines.

16.7 This Agreement shall be binding upon the successors-in-interest and assigns of the Parties
hereto. This Agreement is the entire and complete agreement of the Parties with respect to
the subject matter hereof, and may be amended or modified only by mutual agreement of
the Parties in writing.

16.8 In case of conflict arising from the provisions of this Agreement, the Parties agree to exert
best efforts to come to an amicable settlement in good faith. Any suit or litigation that may
arise out of this Agreement shall be instituted in the proper courts of Mandaluyong City, to
the exclusion of all other courts.

IN WITNESS WHEREOF, the parties hereunto have signed these presents at the place and on
the date abovementioned.

FILINVEST CONTRACTOR

By: By:

SIGNED IN THE PRESENCE OF:

_______________________ _______________________

ACKNOWLEDGMENT

BEFORE ME, a Notary Public, for and in ____________________, this ___ day of
_________ 20___, personally appeared the following with proofs of identity:

Name Identification Expiry and Place Issued

known to me and to me known to be the same persons who executed the foregoing Service
Agreement, consisting of ____ pages, including this page in which this Acknowledgment is
written, signed by the Parties on each page, and who acknowledged to me that the same is their
free and voluntary act and deed, as well as the free and voluntary act of the entity represented in
this instance.
 NOTARY PUBLIC
Doc. No. _______;
Page No. ______;
Book No. ______;
Series 20__.

ANNEX A