CONTRACT OF SERVICES

KNOW ALL MEN BY THESE PRESENTS:

This contract, made and entered into by and between:
MULTI-GROUP CORPORATION, a corporation duly organized and existing
under and by virtue of the Laws of the Republic of the Philippines, with principal office
at _______________________, Philippines, represented herein by its President, __________,
hereinafter referred to as the “CLIENT”;
-and-
INC., a corporation duly organized and existing under and by virtue of the laws
of the Republic of the Philippines, with principal office at ______________ City, represented
herein by its President, _______________, hereinafter referred to as the “CONTRACTOR”.

WITNESSETH: That –

WHEREAS, the CONTRACTOR is an independent business entity engaged in the

business of providing manpower services (“Services”), with substantial and sufficient
capital and resources in the form of tools, equipment, machinery and necessary
materials, and has offered its Services to the CLIENT;

WHEREAS, the CLIENT has accepted the abovementioned offer of the

CONTRACTOR;

NOW, THEREFORE, for and in consideration of the foregoing premises and the
mutual covenants hereinafter stipulated, the PARTIES agree as follows:

I. SCOPE OF SERVICES – The CONTRACTOR shall undertake the OFFICE

STAFF/SALES/CLERICAL needs of the CLIENT. The CONTRACTOR shall furnish
the needed labor, supervision and other items necessary to carry its services
into effect;

II. NATURE OF THE RELATIONSHIP – It is understood that the Contract

Employee assigned to the CLIENT are, and shall remain, as employees of the
CONTRACTOR and that no employer-employee relationship exists or shall be
 deemed to exist between the CLIENT and the aforementioned Contract
Employee;

III. SELECTION AND ENGAGEMENT – The CONTRACTOR shall assign to the

CLIENT Contract Employees that are competent, honest, carefully screened,
properly trained, physically fit and of good moral character, taking into
account the qualification and specifications which may be set by the CLIENT. It
is however understood that the selection and engagement of the Contract
Employee remain to be the sole prerogative of the CONTRACTOR.

IV. TERM OF CONTRACT EMPLOYEES – The CONTRACTOR shall assign Contract

Employees to the CLIENT for a period coterminous with this Agreement,
without prejudice to the right of the CLIENT to request the CONTRACTOR to
replace, relieve, suspend and/or discipline any or all Contract Employee
assigned to the CLIENT.

V. PROVISION FOR TOOLS, EQUIPMENT, MACHINERY AND MATERIALS –

The CONTRACTOR shall supply its services for the CLIENT, and shall be solely
responsible for all the costs and expenses incurred by reason of the operation,
maintenance and repair of the same.

VI. MANNER OF PERFORMANCE – The CONTRACTOR shall perform the

Services in the manner and according to the methods that it may deem
appropriate and necessary for the satisfaction of the CLIENT, provided that
the results thereof shall conform with the reasonable standards and
specifications prescribed by the CLIENT, which shall be made known to the
CONTRACTOR. In connection to this, the CLIENT has the prerogative to
conduct regular evaluation or appraisal of the CONTRACTOR’s work
performance based on the reasonable criteria and standards established by
the CLIENT.

VII. WORK SCHEDULE – The Contract Employee assigned to the CLIENT shall
observe the work schedule provided by the CLIENT’s authorized
representatives.

VIII. SERVICE FEE – For and in consideration of the full, satisfactory, and faithful
performance by the CONTRACTOR of all its undertakings as defined in and
provided for under this Contract, the Services to be rendered by the
CONTRACTOR, the CLIENT agrees to pay the CONTRACTOR a monthly service
fee in the amount indicated in Annex A (Schedule of Payments), or such total
 sum depending upon the semi-monthly statement submitted by the
CONTRACTOR. The basis for the foregoing payments shall be the daily time
work rendered by the Contract Employee as reflected in the Contract
Employee’s daily time sheets duly countersigned by the CLIENT’s
representative.

IX. LEGISLATED WAGE/BENEFIT INCREASE – In the event additional fringe

benefits and/or an increase in the minimum wage are mandated by law, the
aforementioned service fee shall be correspondingly increased from the date
of effectivity, with the CLIENT’s acknowledgement of such amount or
percentage as may be prescribed by said law.

X. MANNER OF PAYMENT – The payment of the Service Fee provided for in

Paragraph VIII hereof shall be made on a bi-monthly basis. The CLIENT shall
pay the CONTRACTOR within five (5) business days from receipt of the
statement or billing.

XI. LIABILITIES – The CONTRACTOR warrants and undertakes to render free and
harmless from any demand, suit, or cause of action, whether judicial or
extrajudicial, the CLIENT, its officers and representatives from any claim for
social security benefits, unpaid wages, or any monetary benefits arising from
the labor standards law, workmen’s compensation claims for injuries and/or
death as a result of any event while in the discharge of their normal duties,
medication and hospitalization expenses of the Contract Employees. It is
understood that any claim or claims shall be for the exclusive account of the
CONTRACTOR and that no employer-employee relationship exists between
the CLIENT and the CONTRACTOR.

XII. INDEPENDENT CONTRACTOR – The CONTRACTOR shall have the exclusive

discretion in the selection, engagement and discharge of its personnel,
employees or agents or otherwise in the discretion and control hereunder.
The determination of wages, salaries and compensation on the personnel,
workers, or employees of the CONTRACTOR shall be within its full control. It is
further understood that the CONTRACTOR is an independent contractor, and
as such, the CONTRACTOR agrees to comply with all the requirements of such
laws, ordinances and rules and regulations. Furthermore, the CONTRACTOR
warrants that it will perform such work or services in the same manner as will
be consistent with the achievement of the result for which its Services is
availed of.
 The CONTRACTOR undertakes to pay the wages or salaries of its workers and
personnel, as well as all the benefits, premiums and protection in accordance
with the provisions of the Labor Code, its Implementing Rules and
Regulations, and other applicable laws and decrees promulgated by
competent authority, assuming all responsibilities thereof.

It is expressly understood and agreed that the workers employed by the

CONTRACTOR in carrying out its part of this contract shall be paid by the
CONTRACTOR and no such worker shall be deemed an employee or agent of
the CLIENT. Hence, the CLIENT shall not in any way be responsible for any
personal injury or damages, including death sustained or caused by any of the
Contract Employees, whether or not occurring during the performance of
their assigned task. The CONTRACTOR shall, at all times, stand solely liable
and/or responsible for the enforcement and compliance of all existing laws,
rules and regulations and binds itself to save and hold the CLIENT free and
harmless from any and all liabilities in respect thereof and/or arising
therefrom and/or by reason of this Contract and its subsequent
implementation with respect to the conduct of the Contract Employees.

XIII. UNIFORMS, IDENTIFICATION CARDS, SECURITY REGULATIONS – The

Contract Employee assigned to the CLIENT shall, at the expense of the
CONTRACTOR, be provided with appropriate identification cards and
uniforms to identify them as the Contract Employee of the CONTRACTOR. The
Contract Employee shall further be required to abide by all security
regulations of the CLIENT including, but not limited to, the right of the CLIENT
or its security personnel to check and search said personnel whenever
necessary.

XIV. REPRESENTATION AND WARRANTIES – The CONTRACTOR hereby

warrants that:
i. The Services herein shall be performed in conformity with industry
practices;
ii. It has all the requisite power, authority and capacity to enter into
this Contract and to perform its undertaking and other obligations
according to the terms and conditions hereof;
iii. The execution and performance of this contract does not, and will
not, violate any provision of law, ordinance, executive or
administrative order, rule or regulation, or any judgment, order or
decree of any agreement, instrument or transaction to which it is or
will be a party of;
 iv. It has taken all the necessary and proper governmental and/or legal
permits and the clearances from the appropriate office, bureau,
agency or instrumentality of the Government.

XV. CONTRACTOR’S UNDERTAKING – The CONTRACTOR undertakes, in

addition to its other obligations under this Contract, to perform the following:
i. The CONTRACTOR should be registered as a CONTRACTOR with
the Registry of Contractors in the Regional Office of the
Department of Labor and Employment;
ii. The CONTRACTOR must, during the effectivity of this Contract, on
the yearly anniversary of its registration, submit to the Regional
Office of the Department of Labor and Employment a list of
contracts entered into during the preceding year, and a certification
from the Social Security System (SSS) and the Home Development
Mutual Fund that it has made the monthly remittances due its
contractual employees during the preceding year;
iii. The CONTRACTOR shall submit a copy of this Contract to the
Regional Office of the Department of Labor and Employment, in
accordance with the requirements of the Labor Code and its
Implementing Rules and Regulations;
iv. The CONTRACTOR shall comply with all the applicable provisions of
the Labor Code and its Implementing Rules and Regulations, and
other pertinent laws, issuances, administrative and executive orders.

The CONTRACTOR recognizes that compliance with the foregoing

undertakings is material to this Contract, thus any breach or non-compliance
thereof shall entitle the CLIENT to terminate this Contract in accordance with
the provisions hereof.

XVI. BREACH BY CONTRACTOR – it is mutually understood and agreed between

the PARTIES that should the CONTRACTOR breach the terms of the Contract
and unreasonably fail or refuse to perform the work and services in such
manner as may be consistent with the achievement of the result herein
contracted for, or fail to comply substantially with any terms of this contract,
the CLIENT has the option to cancel this Contract, upon giving the
CONTRACTOR notice in writing for at least thirty (30) days from the proposed
date of termination and to make other arrangements for having said work
done or service performed without prejudice to the right of the CLIENT to
seek recourse to other remedies available to the CLIENT.
XVII. BREACH BY CLIENT – If the CLIENT breaches any provision of this Agreement,
specifically Paragraph VIII of this Contract, which causes damage to the
CONTRACTOR, the CONTRACTOR may notify the CLIENT in writing and request it
to rectify and correct such breach of contract; if the CLIENT fails to take any
action satisfactory to the CONTRACTOR to rectify and correct such breach within
THIRTY (30) working days upon the issuance of the written notice by the
CONTRACTOR, the CONTRACTOR may take the actions pursuant to this
Agreement or pursue other remedies in accordance with laws.

XVIII. NON-ASSIGNMENT and NO SUBCONTRACTING CLAUSE – The

CONTRACTOR shall not, without first securing the prior written approval of
the CLIENT, assign, pledge, subcontract or in any manner transfer or dispose
any interest in this Contract. Any unapproved, unnotified assignment, pledge,
subcontract, transfer or disposition of interest shall constitute sufficient
ground for the CLIENT to terminate or cancel this Contract. In any event,
should the CLIENT give its approval to subcontract, the CONTRACTOR shall
ensure that the terms and conditions of any such subcontract shall comply
and conform to the terms and conditions of this Contract.

XIX. ENTIRE CONTRACT – This Contract sets forth the entire agreement between
the parties in respect of the subject matter hereof. This Contract shall not be
considered as changed, modified, altered or in any manner amended unless
such changes, modifications, alteration or amendments are made in writing
and signed by the authorized representatives by all the parties hereto.

XX. SEPARABILITY CLAUSE – In the event that any provisions of this Contract
shall be declared invalid, illegal, or unenforceable in any respect by the Courts
or any competent authority, the validity, legality or unenforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

XXI. VENUE OF ACTION – The parties hereby agree that any legal action arising
out of, or relating to this Contract shall be instituted only in the proper courts
of Makati City, Metro Manila, it being understood that the parties expressly
waive all other venues.

XXII. EFFECTIVITY AND DURATION – This Contract shall take effect on

_________________ and shall be in full force and effect for a period of ________
from date of effectivity hereof.
 IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be
signed by their duly authorized representatives on ___________________, at
_________________.

(Client) (Contractor)
By: By:

______________________ ____________________________
(President) (President)

Signed in the presence of

______________________ ____________________________

ACKNOWLEDGEMENT

Republic of the Philippines )

City of )S.S.

BEFORE ME, a Notary Public for and in ________________________ personally

appeared the following persons, to wit:
NAME CTC No. DATE/PLACE ISSUED
______________________ ________________ ________________________
______________________ ________________ ________________________

Known to me and to me known to be the same person who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary act and
deed.
 WITNESS MY HAND AND NOTARIAL SEAL this ____________ day of ________________,
2019, at ________________________________________.

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