SERVICE AGREEMENT

This is Service Agreement (“Agreement”) is entered into by the following Parties:

HECTOR M. FRANCIA, a corporation duly registered under Philippine

laws, with address at Blk. 12 Planters Berm Brgy. San Andress
Cainta Rizal, Philippines, referred to in this Agreement as the
“Contractor;”

- and -

TELE STARS CONSULTING INC, a company in process of

incorporation under Philippine laws, with address at 11/F One
Corporate Center, Julia Vargas Ave, Ortigas Center Pasig City, 1605,
represented by its its HR Manager, RODOLFO LIMBO JR., referred
to in this Agreement as the “Client.”

Contractor and Client are collectively referred to as the “Parties.”

- THE PREMISE -

The Contractor has offered to render the services defined in this Agreement, and the
Client has agreed to engage the Contractor therefor, under the following terms and conditions:

- GENERAL TERMS AND CONDITIONS -

• Contracted Services. The Contractor shall provide the Contracted Services

according to and detailed in Annex “A” of this Agreement, which shall form an integral part
hereof, strictly in accordance with the guidelines and requirements prescribed by the Client. The
Contractor shall provide all facilities and resources needed to render the Contracted Services,
including, but not limited to, technology, equipment, tools, materials, and other means.

• Contract Scope. This Agreement shall be strictly for the Contracted Services, as
defined in Annex “A,” hereof. It shall automatically end on the end date stated in said Annex
“A,” and shall not be considered renewed except with the written conformity of the Client. The
general or specific terms and conditions of this Agreement shall not be applied to any other
work, contract, or arrangement between the Parties unless specifically adopted and agreed to in
writing by the Client.

• Consideration. In consideration for the Contracted Services, the Client shall pay
the Contractor the service fees stated in Annex “A” of this Agreement. The Client shall not be
liable to pay the Contractor any other fee, or incur any other expense for the Contracted
Services, unless specifically provided in this Agreement.
 • Obligations of the Contractor.

• The Contractor shall exercise due diligence in performing his obligations

under this Agreement and shall render the Contracted Services strictly according to the
standards and requirements of the Client.

• The Contractor shall be responsible for payment of relevant taxes and

fees due to the government, and whenever applicable, his own contributions with the
Social Security System (SSS), Philippine Health Insurance Corporation (Phil-Health),
and Home Development Mutual Fund (Pag-Ibig Fund).

• The Contractor shall obey all government laws, rules, and regulations,
whether in force at the execution of this Agreement, or enacted thereafter.

• The Contractor shall ensure that the Contracted Services are rendered
competently and efficiently, according to the needs, standards, and requirements of the
Client.

• Absence of Agency Relation. The Contractor is not an agent or representative of

the Client and shall have no authority to bind it or contract on its behalf. He shall not, at any
time, represent himself as such agent or representative of the Client.

• Absence of Employment Relation. This Agreement shall not create an employer-

employee relationship between the Client, or its representatives and/or staff on one hand, and
the Contractor on the other hand. Accordingly:

• The Client shall have no supervision or control over the means and
methods of work of the Contractor in rendering the Contracted Services. The Contractor
is free to determine the means and methods to render said Contracted Services,
applying his sound discretion and expertise.

• Rules or policies that may be issued by the Client from time to time shall
serve merely as guidelines to achieve the objectives of the Agreement and to ensure the
quality of the Contracted Services, without controlling or restricting the methodology of
the Contractor.

• The Client shall have no disciplinary authority over the Contractor, subject
to the right of the Client to terminate this Agreement in case of breach by the Contractor.

• The Contractor acts in his own name and for his own account. He
warrants that he has made his own substantial investments in his resources, materials,
equipment, work premises, and tools, as well as education, training, and professional
development.

• The Contractor may offer his services to the public, employ or do

business with third persons in his own name and for his own account, and otherwise
transact in the free market, provided that the same does not violate any provision of this
Agreement or impair the rendering of the Contracted Services.
 • Warranties. The Contractor warrants that he possesses the legal and
professional capacity, and all the required licenses, degrees, qualifications, and/or technical
competence as may be needed to perform the Contracted Services. He further warrants that he
is not, and shall not allow himself to be, under any contract or obligation that is inconsistent or
would tend to interfere with the obligations under this Agreement.

• Liability. The Contractor shall be responsible for any violation of this Agreement.
He shall also be liable for any loss or damage suffered by the Client due to said violation. All
injury caused by or arising from fault or negligence of the Contractor shall be the sole liability of
the latter, unless said loss, damage, or injury was actually and directly caused by the Client.

• Legal Remedies. Any violation by the Contractor of any provision of this

Agreement shall entitle the Client to liquidated damages in the amount of Two Hundred
Thousand Pesos (₱200,000.00), without need to prove actual damages, and without prejudice
to the Client’s rights to injunctive relief, other damages, and other legal remedies.

• Indemnity. The Contractor shall hold the Client free and harmless against any
damage or injury to any third person which he may cause in rendering the Contracted Services.
The Contractor shall also indemnify the Client for any loss or damage that it may sustain by
reason of any fault or defect in the Contracted Services rendered or in the output thereof. The
Contractor warrants the quality of the output of the Contracted Services.

• Offsetting. The Client shall have unqualified authority to deduct and/or offset,
from any amount payable to the Contractor, any amount due and payable to the Client,
including, but not limited to, advances and damages.

• Notices. The Contractor gives consent to receive notices through the address,
email address, and mobile number stated in Annex “A” hereof, at the option of the Client. Any
change of address, email address, or mobile number without prior notice to the Client, stating
the complete new address or contact details, shall be considered as waiver of any notice that
may be required in law or under this Agreement, and shall authorize the Client to consider this
Agreement as terminated.

• Reports. The Client may require the Contractor to submit reports or documents
on any matter relating to this Agreement or the rendering of Contracted Services, according to
the timeline and format set by the Client.

• Pre-termination. This Agreement shall remain in full effect until the expiration of
the agreed period, as stated in Annex “A” hereof. Nonetheless:

• The Client shall have the right to suspend or terminate this Agreement,
effective immediately upon serving written notice to the Contractor, and without need of
judicial action, should the Contractor violate any provision of this Agreement. This shall
be without prejudice to the Client’s other legal remedies.

• If the Contractor terminates the Agreement prior to the completion of the

Contracted Services, without any breach on the part of the Client, he shall forfeit to the
 Client any accrued and unpaid fees up to the date of termination, without prejudice to the
Client’s other legal remedies.

• Confidentiality. All information that may be received by the Contractor relating to

said Contracted Services, or to the business of the Client, shall be owned solely by the Client,
kept strictly confidential, and shall not be used for any purpose outside the scope of this
Agreement or disclosed to any third person, except with the prior written consent of the Client,
through its President.

• Restricted Activities. The Contractor shall not, at any time, and in any manner,
directly or indirectly, transact or deal directly with or poach any client, lead, customer, or
business partner of, or which it met through the Client, or induce the same to obtain services
from any other person, including himself, having a business that is similar to or competing with
that of the Client.

• Non-Assignment. Neither Party shall assign, transfer, or convey its rights and
obligations under this Agreement without the written consent of the other.

• Non-Waiver. Any forbearance, leniency or non-exercise by the Client of any right

under this Agreement shall not be construed as a waiver of said right. It shall not prevent the
Client from requiring faithful compliance with the provisions of this Agreement.

• Severability. If any portion of this Agreement is declared void or ineffectual by

competent authority, the remainder thereof shall remain in force.

• Language. Reference to the male gender in this Agreement is done only for
brevity and is deemed to refer to the female gender as well.

• Governing Law and Venue. This Agreement shall be governed by Philippine

laws. The Parties shall exert their best efforts to resolve amicably any dispute arising from this
Agreement. Venue of any legal action, if needed, shall be with the courts of Pasig City, to the
exclusion of any other venue.

THE PARTIES CONFIRM this Agreement, and all its terms and conditions, through the
signatures of their representatives today, _ August 1,_______ 2020, at __Pasig City______,
Philippines:

TELE STARS CONSULTING INC.

Client

By:

HECTOR M. FRANCIA RODOLFO LIMBO JR.

Contractor Representative
 Witnesses:

_________________________ _________________________
(Signature over Printed Name) (Signature over Printed Name)

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

PASIG CITY

BEFORE ME today, ___August 1,___ 2020, at __ Pasig City______, the following

persons appeared and exhibited to me their following government-issued identification cards as
competent proof of their identities:

Name Government I.D. Issued on/valid until

Hector M. Francia
Rodolfo Limbo, Jr.

whom I confirmed to be the same persons who executed the foregoing Service Agreement
consisting of six (6) pages, including Annexes and the page in which this Acknowledgment is
written, who all acknowledged to me that the same is their own, free and voluntary act and deed
and/or that of the corporations they represent.

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2020.

Annex “A”

- SPECIFIC TERMS OF SERVICE AGREEMENT -

 Contractor Contact Details

Full Name HECTOR M. FRANCIA

Residential Address Blk. 12 Planters Berm Brgy. San

Andress Cainta Rizal

Email Address hector.m.francia@gmail.com

Mobile Number 0905-290-3711

Contracted Services

Commencement Date August 1,2020

End Date July 31,2021

Service Hours 8 hours

Scope and Description of Contracted Services

• Contactor shall provide lead generation services to Client.

• Contractor shall receive personal and contact information from

Client on leads or potential customers for health insurance
business.

• Contractor shall politely request specific relevant information from

the potential customer, according to a list or set of guidelines
provided by Client.

• Contractor shall assess the eligibility of the lead or potential

customer for health insurance, according to the criteria provided by
Client.

• Leads or potential clients ascertained by the Contractor to possess

the required eligibility shall be transferred and endorsed by the
Contractor to to an assigned licensed health insurance agent by the
client.

• Within ethical bounds, and in accordance with the guidelines

 prescribed by Client from time to time, Contractor shall use his
personal tact, skill, and methods in communicating with leads or
potential clients, eliciting relevant information from them, and urging
them to be endorsed for possible health insurance business.

• Contractor shall, at all times, observe courtesy and respect in

communicating with leads and potential clients.

Consideration

Service Fee 16,500 per month

Schedule and Terms of Payment shall be remitted in two (2)

Payments tranches per month, specifically on the
10th day and 25th day.

Payment shall be remitted by direct

bank deposit to the following account:

Contractor shall issue Client an Official

Receipt within three (3) business days
from remittance of each payment.

17 SALES PER MONTH =

Commissions Php2,000.00 and Php100.00
more thereafter.

5 SALES PER WEEK =

Php1,000.00

4 SAME DAY SALES =

Php500.00

5 SAME DAY SALES =

Php1,000.00

Schedule and Terms of Payment shall be remitted every 25th of

Remittance of Commissions the month

Other Special Terms and Conditions

• The Contractor has full discretion to decide the physical place to render the
Contracted Services. Client shall not be required to provide physical premises to
the Contractor.

• The Contractor shall be responsible to provide and ensure the adequacy of his own
reliable internet connection, hardware, software, and other facilities necessary to
render the Contracted Services. The Contractor shall not be compensated for time
that he is unable to render the Contracted Services due to absence or poor internet
connection, power outage, or any defect or issue with the hardware, software, or
facilities provided by him.

• The Contractor shall have full discretion to decide, based on the guidelines
provided by Client, whether a lead or potential customer is qualified to be endorsed
for further marketing of any product of service. The Contractor’s decision to
endorse or drop each specific lead or potential customer shall not be subject to
control or review by the Client.

• The Contractor shall not endorse a lead or potential customer to any other person
or entity except that specifically identified by the Client. The Contractor shall not
contact or transact with a lead or potential customer acquired through the Client in
his own capacity and outside the scope of the Contracted Services.

Conforme:

TELE STARS CONSULTING INC

Client
By:

HECTOR M. FRANCIA RODOLFO LIMBO JR.

Contractor Representative