SERVICE AGREEMENT

This Service Agreement made and entered into by and between:

________________________________., a corporation duly organized under by

the virtue of the law of the Philippines with postal address at
________________________________, represented by
________________________, hereinafter referred to as the “CLIENT”
(hereinafter referred to as the “Company”);

-and-

__________________________________ a corporation duly

organized and existing under the laws of the Republic of the Philippines, with office
address at #______________________________________, herein represented by its
_____________________________________ (hereinafter referred to as the
“Contractor”);

WITNESSETH: That --

WHEREAS, the Company is streamlining its operation to promote efficient and

productivity in its operation, and for this purpose, has decided to outsource peripheral
activities and services to an independent job contractor;

WHEREAS, the Contractor warrants and represent to the Company that it is an

independent service contactor duly licensed by and registered with the Department of Labor
and Employment;

WHEREAS, the Contractor warrants and represent to the Company that it has a distinct
and independent business and has substantial capital and/or investments to qualify as an
independent service contractor under existing laws and regulations;

WHEREAS, the Contractor warrants and represent to the Company that it has, and will
continuously have, during the term of this Agreement, the necessary qualification,
equipment, tools and experienced personnel to efficiently handle the services subject of this
Agreement;

WHEREAS, the Contractor undertakes to perform the Contracted Services on its own
responsibilities, according to its own manner and method, and free from control and
direction of the Company in all matters connected with the performance of the Contracted
Services, except as to the result thereof;

WHEREAS, the Contractor has offered to perform for the Company the Contracted Services
under the terms and conditions of this Agreement, and the letter has accepted the offer;

NOW, THREFORE, for and in consideration of the foregoing premises, which are
essential condition of this agreement, and the mutual covenants set forth below, the parties
have agreed as follow:

1. Scope of Service – The contractor shall perform for the company the following
service;

(a) General cleaning and washing of premises and machinery and equipment.

Contractor shall provide its personnel, protective gears each as boots and apron, and
other cleaning materials to wit: mopping supplies, floor pads broom and brushes,
buckets and container, cleaning and degreaser chemicals (if necessary).
 Constructor shall, at its own cost, also provide necessary safety sign such as CAUTION
WET FLOOR.

(b) Hauling or Garbage or Scrap

Contractor shall, at its own cost, source and provide its own vehicle, and provide its own
gasoline, driver or helper, toll fees, as well as any meals and other expenses that may
be incurred for such purpose.

(c) General Helper

Contractor may be requested to provide general assistance to supplement areas or

services where there may be urgent, emergency or temporary needs, such are delivery
of packages, letters, correspondence or items, assistance in hauling supplies, among
others.

For this purpose, contractor shall be provides, at its own cost, that made of
transportation.

2. Service – Fees – As consideration for such service, the company shall pay
to the Contractor the rate of existing minimum wage in Region III per day for every
Contractor personnel deployed plus administrative fee of ten percent (10%) of total
billing contract cost.

The fees stated herein shall be inclusive of the value-added tax and subject to
withholding tax in accordance with law. The constructor Shall pay all taxes, fees and other
charge due, as a result of or in connection with this Agreement.

3. Selection Engagement, Discharge, Qualification of Assigned Personnel. –

The Contractor shall have the exclusive discretion in the acceptance, engagement,
investigation and discipline and removal of its assigned personnel. The contractor shall
likewise on its own account, completely, and expeditiously the Constructed Service. The
Contractor warrants that all personnel assigned to the Company (Hereinafter the “Assigned
Personnel’);

(a) are physically fit and of good moral character;

(b) Have not been convicted of, or facing trial for, any crime or
Offense and have favorable National bureau of Investigation clearance;

(3) Have been properly trained and thoroughly screened by the

contractor prior to their engagement; and

(d) Have medical certificates attesting to their fitness for the work
involved.

Contractor also warrants that it did a background check or investigation to

ensure that the foregoing qualification are present in the assigned personnel.

3.1. Replacement – In the performance of the obligation, herein

stipulated and specially in connection with the requested number of Assigned
Personnel herein agreed, the Company has no control whatsoever to require the
contractor to field any particular or specific employees of the Constructor to the
Company. On the Contrary, the constructor has full and exclusive discretion and
is in complete liberty to field any of its employees to the Company so long as it
discharges its obligation to provide the service herein constructed satisfactorily.
The Contractor hereby warrants to provide adequate and immediate replacement
of Assigned Personnel to ensure uninterrupted service.

3.2 The Company shall, however, have the right to report to the
Contractor any untoward act, negligence misconduct, or malfeasance of the
letter’s Assigned personnel; provided, however, that all such report, whether
 written or verbal, shall be made directly to the Contractor’s principal office
and/or through the Contractor’s on-site Supervisor.

-3-

Nothing herein shall prevent the Company from seeking the direct assistant of the police
authorities in case of all criminal act committed by the Assigned Personnel of the Contractor.

4. Contractor’s Responsibilities – The Contractor shall have the following

responsibilities:

4.1. The services under this Contract shall be performed entirely at the Contractor’s
risk. The Contractor shall take all necessary precautions and shall ensure the complete, efficient
and satisfactory performance of the services under this contract, pursuant to the standards to
be provided by the Company for the particular job.

4.2 The Contractor shall hold the Company free and harmless against any and all
claims for, but not limited no unpaid, salaries and wages, as well as benefits for death, injuries,
accident, sickness, disease, and damage or losses of their properties for whatever cause or
causes as well as claims of government agencies for premiums and dues which should be
remitted by the contractor for its employees. In addition, the Constructor shall assist the
Company in defending itself from suits or action for any such claims, at the expense of the
Constructor.

4.3 The Contractor shall orient its Assigned Personnel of the Company’s rules and
regulation, policies and standards relating to safety, security, sanitation and hygiene. Without
prejudice to other remedies available to the Company, any violation thereof by any Assigned
Personnel shall be ground to demand for replacement. The Contractor further agrees that an
Assigned Personnel who has been replaced due to such violations shall not be reassigned to the
Contractor’s constructed service in the Company in the future

4.4 The contractor shall exercise full control and supervision of all its Assigned
Personnel to perform the Contractor’s obligations under this Contract The Assigned Personnel
hereunder are not in any way or manner Connected with or related to the Company and shall
remain the responsibility of the Contractor. Constructor And its Assigned Personnel shall,
however, comply, obey and be bound by policies, rules and regulations of the Company with
respect to the standard of the assigned job.

4.5. The Contractor shall assign a competent and qualified On – Site Coordinator
Supervisor who shall give his personal attention to the services being performed by the
Contractor at all times. The On-Sites Coordinator/ Supervisor shall have the full power and
authority to act on behalf of the Constructor in all matters pertaining to this Contract to ensure
that the Company’s standards are met.

5. Uniform and Identification Cards- The Assigned Personnel shall be provided by

the Contractor with appropriate uniforms, identification cards and personal protective
equipment or safety gears (if necessary) to be worn at all times while on duty or inside the
Company premises.

6. Cooperation – the Contractor shall cooperate to every extent possible with the
Company in providing any pertinent evidence which the former or any of its Assigned Personnel
may have in their possession in support of or tending to support any criminal, or civil actions
that the Assigned Personnel, Contractor’s representative or Third Parties.

7. Liability for Loss Or Damage to Property Of Company – In Discharging its duties

under this Agreement the Constructor and its Assigned Personnel shall exercise all the care and
diligence that a reasonable prudent man would exercise in taking care of his own affairs. The
Constructor shall identify the Company for any loss or damage to the properties of the
Company and those for which the Company is responsible, sustained through the fault or
negligence of the Constructor or any of the Assigned Personnel. The Company shall have the
option of deducting the amount of damage sustained directly from any sum due to the
Contractor or requiring the Contractor (i) to pay for the loss or damage; (ii) to repair, restore or
replace the item/s lost or damage, or of claiming on the bond provided in Paragraph 12 hereof
Rights granted herein to Company shall be cumulative to any other right, relief or remedy
granted to it’s in any provision of this Agreement.
 The Assigned Personnel shall submit themselves to bodily search by the security guards
of the Company As a precaution against property losses.
Any damaged or loss incurred by the Company as described above shall be reported in
writing to the Constructor within forty-eight (46) hours from the occurrence or discovery of the
same to give the Contractor sufficient time to investigate the loss damage.

8. Tools, Equipment and Materials – The Contractor shall provide the Assigned
Personnel with tools, Equipment and materials necessary to accomplish the Constructed
Services. The Company shall in no case be liable for any loss of or damage to my such
properties of the Constructor, as the same are within the Exclusive use and control of the
Contractor/ its own personnel.

All materials, supplies, equipment, tools fees, gasoline, meal allowance and any expense
necessary for the performance of the Constructed Services shall be provide by, and shall be for
the exclusive account of, the Contractor.

9. No employer- Employee Relationship- There shall be no employer - employee

relationship between the Company, on the one hand, and the Constructor and the Assigned
Personnel on the other. Accordingly, the Constructor shall exercise complete, exclusively ad
direct supervision and control over all the Assigned Personnel. The Contractor hereby
acknowledges that the Company has not confirmed any authority upon it to hire any person in
behalf of the Company. Further, it acknowledges that all the Assigned Personnel are not in any
manner employees or agent of the Company. All Assigned Personnel are and shall remain the
exclusive employees of the Constructor only. The Company shall not the responsible in any
manner for any accident or personal injury, including deaths, which may be suffered by any
Assigned Personnel during an consequent upon the performance of the Constructed Services,
nor for any injury, loss or damage to third parties arising from or in connection with the fault or
negligence of the Contractor or any of its Assigned Personnel or agents. The Contractor agrees
to assume, as it does hereby assume, all liability for any such injury, loss or damage.

10. Compliance with Labor Law – The Contractor shall assume all statutory
employer obligation, in so far as the Assigned Personnel are concerned such as, but not limited
to salaries wages, social security system (SSS), PAGIBIG, Phil Health 13th month pay, employee
compensation premium, overtime pay, rest day pay, service incentive leave or its equivalent
separation pay retirement benefits, and other employees social and welfare benefits that are
now in effect, as well as those which may hereinafter be enacted. The contraction shall submit
to the Company, not later than the 10th day of each month, proof of payment of salaries, wages
and benefits due its Assigned Personnel for service rendered by them in the immediately
preceding month and has duly made the corresponding remittance to the appropriate
government agencies as required by Law. The Contractor warrants that its continuously
complies with labor Laws and Issuance. The Contractor hereby hold the Company free and
harmless from say liability, cause of action or claim which may be filed by any Assigned
Personal resulting from or in connection with my violation by the Contractor of Labor Laws rules
or regulations.

The Contractor warrants that its respects the entitlements of its employees to all labor and
occupational safety and health standards, free exercise of their right to self-organization and security of
tenure.
Should any person or entity sue or file a case against the Company on the theory that the Company is
the employer of any Assigned Personnel, the Contractor shall assist the Company in defending the
Agreement as one the establishes between the Company and the Contractor relation of the owner and
independent Contractor, and the Contractor shall hold the Company free and harmless against any
judgment or decision that may be rendered against the Company as the employer said person. The bond,
which the Contractor shall put up, as provided in the Paragraph 12 hereof, shall likewise cover claims,
against, or expenses of, the Company in this regard.

11. Net Financial Contracting Capacity – The Contractor warrants and represent that its
Financial Contracting Capacity (NFCC) is equal to or more than the total contract cost under this Contract.
The NFCC is computed as: current assets minus current liabilities multiply by K (which stands for contract
duration equivalent to: 10 for 1 year or less: 15 for more than 1 year up to 2 years; and 20 for more than
2 years) minus the value of all outstanding or ongoing projects including this contract.

12. Bond - The Company may, at its sole option require the Contractor to submit a bond in
the amount OF______________. Whenever required, the bond shall be issued by a bonding company
acceptable to the Company, and shall answer for any claim by the company under this Agreement, or
which may be made against the Company by third parties for any loss or damage arising out of or in
connection which the service performed hereunder, or for any claim against the Company by the
employee(s) of the Contractor on the theory that the Company is his/her/their employer. The amount of
the bond shall not be construed as limiting the liability of the Contractor to the Company under this
Agreement.
13. Permit and Licenses – The Contractor shall comply which all laws, ordinance and
regulations relevant to the performance of the Contracted Services. It shall also securer all necessary
permits and licenses. The Contractor shall indemnify and hold the Company free and harmless against
any and all claims or liability and all fines or penalties which it may incur by reason of any act or omission
by the Company found to be in violation of any such laws, ordinance or regulation.

14. Assignment – The Contractor shall not assign any of its rights or obligations under this
Agreement, or this Agreement itself, without the prior written consent of the Company. Any such
assignment by the Contractor without the prior written consent of the Company shall not in any way bind
the Company. The Company, however, may at any time upon written notice to the Contractor transfer or
assign its rights or obligations under this Agreement to any of its subsidiaries or affiliated companies,
which now or hereafter may be organized, or to its successors in business.

15. Non-Waiver- The failure by the Company at any time to require performance by the
Contractor of any provision hereof shall in no way affect the right of the Company to enforce the same;
nor shall the waiver by the Company of any breach of any provision hereof be taken or held to be a
waiver of any succeeding breach of any such provision, or as a waiver of the provision itself

16. Entire Agreement- This Agreement, which includes the attached annexes, constitutes
the complete and exclusive agreement between the parties. All prior agreements or arrangements,
written or oral, between the parties relating to the subject matter hereof are hereby canceled and
suspended.

17. Amendment- At any time during effectivity of this Agreement, either party may propose
amendment thereto. However, any such propose amendment shall take effect only as soon as and the
extent that both parties shall have expressed their consent thereto in writing, the parties have otherwise
agreed on a different date of effectivity.

18. Damage- Any breach of the provision of this Agreement shall entitle the innocent party
to damages, including attorney’s fees equivalent to twenty percent (20%) of the damage award plus
cost of suit.

19. Effectivity and Termination – This Agreement shall be for a period of one (1) year, from
1 January 2019 to 31 December 2019. It may be renewed under such terms and conditions as the parties
may agree upon. Should rendering of service continue without a new contract being executed the terms
and conditions under this Agreement shall be applied.
Either party may terminate this Agreement by notifying the other party is writing at least thirty (30) days
before the intended date of termination. It is hereby understood that termination under the foregoing
shall be considered as expiration of the service Agreement.
The Company, however, may immediately terminate this Agreement upon receipt by the Contractor of
written notice of termination in any of the following cases:
(a) If the Contractor shall go into liquidation or shall be declared insolvent, or if a receiver for
the Contractor is appointed to applied for.

(b) If the Contractor shall commit a breach of any of its obligation under this Agreement, and
shall fail to correct such breach within ten (10) days from receipt of the notice of breach from
the Company;

(c) If the Contractor cease its business operation, or permits its license or authority to conduct
its business as an independent service contractor to expire or be revoked without said license
or authority being immediately renewed or loses its accreditation as such by the Company; or

(d) If the Contractor made or submitted any false or misleading information to the Company to
obtain accreditation, or to continue being accredited, as independent service contractor of
the latter.

I case of termination, the Contractor shall be liable for all unpaid wages and other unpaid
benefits including unremitted legal mandatory contribution due to the Assigned Personnel under existing
laws and regulations. The Contractor hereby holds the Company free and harmless against any liability,
cause of action or claim which may be filed by any Assigned Personnel resulting from or in connection
with the failure of the Contractor to comply with the foregoing obligations. The Contractor shall assist the
Company defending itself from suit or action for any such claims at the expense of the Contractor.
Further, in case of termination, only the actual services carried out by the Contractor in Accordance with
the Agreement and with the consent of the Company shall be entitled to payment.

20. Audit and Access to Information – Pursuant to good corporate governance and efficiency
in operational procedure, the Contractor shall, upon written request, allow the Company to access and
audit information and document in the possession of the Contractor, its personnel and its agents in
relation to the services rendered under this Agrement.
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have
Affixed their signature this_______ day of _____________ at
__________________________________

Represented By: Represented By:

_____________________________ __________________________________

Signed in the Presence of:

______________________________ ________________________________
ACKNOWLEDGEMENT

Republic of the Philippines )

_________________________) ss.

BEFORE ME, a Notary Public in and for ___________________ , this _______ day
of___________________2019, personally appeared:

Name Govt. issued ID Date/ place Issued

Known to me and to me known to be the same person who executed the forgoing
instrument and who acknowledgement to me that the same is his free and voluntary act
and deed, as well as the free and voluntary act and deed of the corporation he represents.
The foregoing instrument is captioned Service Agreement and consists of Six (6) pages,
including the pages on which this acknowledgement is written, duly signed by all the parties
and their respective witnesses.
IN WINESS WHEREOF, I have hereunto affixed my signature and notarial seal on
the date and place first above written.

Doc. No. _____

Page. No._____
Book. No._____
Series of 2019