CONTRACT OF SERVICES

KNOW ALL MEN BY THESE PRESENTS:

This Contract is executed and entered into by and between the following:
___________________ a private entity duly organized and existing by virtue of laws of the
Republic of the Philippines, with office address at _________________________________
represented herein by its _____, ___________________, herein referred as “_____”;
- and -
___________________, of legal age, married, Filipino, with residence and postal address at
___________________, herein referred as “SERVICE PROVIDER.”
WITNESSETH:
WHEREAS, _____ is engaged in the business of _____;
WHEREAS, _____ requires the Services of a SERVICE PROVIDER that has expertise
and can render competent professional services in the field of _____, and which Services are not
within the immediate Scope of Work and expertise of the _____ regular personnel;
WHEREAS, the SERVICE PROVIDER has the experience and expertise in the field of
_____;
WHEREAS, the SERVICE PROVIDER is willing to render the required Services to _____
under the Terms and Conditions contained in this Contract;
NOW, THEREFORE, for and in consideration of the foregoing premises, and of the mutual
covenants and stipulations hereinafter set forth, the Parties hereby agree, and by these presents, bind
themselves, to wit:
1. SCOPE OF SERVICES

The Scope of Services to be rendered by the SERVICE PROVIDER is set forth in Annex
“A”.
The SERVICE PROVIDER undertakes to perform the Services with the highest standards
of professional and ethical competence and integrity.
2. CONTRACT PRICE

For and in consideration of the Services rendered, the _____ shall pay the SERVICE
PROVIDER the amount of _________________________________ (Php _________.00),
inclusive of all applicable taxes, upon satisfactory completion of all the specified Scope of
Work in Annex “A” of this Contract as certified by _____ Engineering Business Unit
Manager. The payment schedule shall be as follows:
50% Down payment upon execution of this Contract
50% upon satisfactory completion as certified by _____
The fees mentioned above shall represent all that is demandable under this Contract.
3. EFFECTIVITY/LIABILITY

This Contract shall become effective upon execution thereof and for a period of ___________
(___) months thereafter, or upon complete delivery and acceptance of all deliverables as
detailed in Annex “A”. The term/duration of this Contract may be extended upon mutual
written consent of both Parties.
It is understood that the SERVICE PROVIDER shall not in any way be held responsible or
liable to _____ for failure to provide Services if such failure is due to (i) force majeure, (ii)
actions of _____ that make it impossible for the SERVICE PROVIDER to attain the Scope
of Work, and (iii) other causes beyond the control of the SERVICE PROVIDER.
Likewise, _____ shall not be liable to the SERVICE PROVIDER for the delay or non-
performance of its obligations under this Contract arising from force majeure or due to the

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 acts/omissions of the SERVICE PROVIDER which prevents _____ from complying with
its obligations thereto.
4. TERMINATION

A. The following events shall entitle the party not in breach to terminate this Contract upon
written notice to the other:

i. Failure of _____ to pay the sums due to the SERVICE PROVIDER within
fifteen (15) business days from the time it becomes due pursuant to the terms of
this Contract;
ii. Failure of SERVICE PROVIDER to remedy any breach of its obligations
hereunder within fifteen (15) calendar days following the date of written notice
from _____ specifying the breach with full particulars;
iii. Failure of SERVICE PROVIDER to deliver or perform the expected outputs,
deliverables, services and Scope of Work as detailed in Annex “A” within the
agreed period/s, or within any extension thereof granted by _____, if any,
pursuant to a request made by the SERVICE PROVIDER prior to the delay;
and
iv. Any violation or breach by either Party of any provision of this Contract and or
any of the Services provided in the Scope of Work as detailed in Annex “A”.

B. The Parties may agree to pre-terminate the Contract prior to its expiration. The pre-
termination of the Contract by either party shall entitle the SERVICE PROVIDER to
payment of services actually rendered. All pre-terminations shall be subject to a 30-day
prior notice, except when a shorter period is agreed upon by the Parties.

5. LIABILITY

In case the SERVICE PROVIDER is unable to comply with the terms and conditions of
this Contract or fails to timely deliver the Services provided in Annex “A”, the
SERVICE PROVIDER shall be liable to pay damages on account of such delay and
shall pay _____ liquidated damages, in an amount equal to one-tenth (1/10) of one
percent (1%) of the Contract Price for every day of delay, until the Service has been
provided.
In case the SERVICE PROVIDER fails to satisfactorily perform the Services as
provided in Annex “A”, the SERVICE PROVIDER shall be liable to pay damages on
account of such unsatisfactory performance of Services and shall pay _____ an amount
equal to the loss of profits and/or whatever resulting costs incurred by _____.
This claim for damages as provided above is without prejudice to other legal claims for
damages that _____ may seek against the SERVICE PROVIDER.
Any and all claims, liabilities, damages, suits or causes of action of whatever nature or
kind, now or hereafter arising from or in connection with this Contract, including but not
limited to those resulting out of or as a consequence of the acts of employees, personnel,
or representatives of the SERVICE PROVIDER, shall be for the account of the
SERVICE PROVIDER. The SERVICE PROVIDER shall indemnify _____, its
directors, employees, successors and assigns against, and hold them free and harmless
therefrom. The obligations of _____ under this provision shall survive the termination of
this Contract.
6. CONFIDENTIALITY

The SERVICE PROVIDER shall not disclose any propriety or confidential information
relating to the Services, this Contract or _____ business or operations, without the prior
written consent of the signatory President & CEO of _____ or his duly authorized
representative.
The SERVICE PROVIDER shall treat any information concerning _____, including but
not limited to price quotes, preliminary concepts, sales and/or marketing proposal,
branding strategies, creative designs/concepts, technical data, products plans, products,
drawings, apparatus, techniques, processes and technology and any other information that
may be of use to competitors or harmful to _____ if disclosed, which it receives or

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 obtains as confidential, safeguard it accordingly and not disclose it to any other person
without the prior written permission of _____ and shall not use or exploit _____
Confidential Information in any way except for the purposes anticipated under this
Contract.
The SERVICE PROVIDER, after the termination of this Contract, shall not reveal,
disclose or use any information regarding the business of _____ that he obtained during
the term of this Contract to any person, firm or Corporation for a minimum of two (2)
years thereafter.
7. OWNERSHIP OF MATERIALS

Any studies, reports or other materials, graphic software or otherwise, prepared by the
SERVICE PROVIDER for _____ under this Contract shall belong to and remain the
property of _____. The SERVICE PROVIDER may retain a copy of such documents
and software, exclusively for record purposes.
8. NON-WAIVER OF RIGHTS

The failure of either or both Parties to insist upon a strict performance of any of the
terms, conditions and covenants hereof shall not be deemed a relinquishment or waiver of
any right or remedy that a Party may have, nor shall it be construed as a waiver of any
subsequent breach or default of the terms, conditions and covenants herein contained,
which can only be deemed made if expressed in writing and signed by either or both
Parties.
9. SEVERABILITY

If any provision of this Contract shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court
finds that any provision of this instrument is invalid or unenforceable, but that by limiting
such provision it would become valid or enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.
10. ASSIGNMENT

The benefit of this Contract may not be assigned in whole or in part by a Party without the
prior written consent of the other.
11. NO EMPLOYER-EMPLOYEE RELATIONSHIP

The Parties fully understand that:

A. This Contract does not create an employer-employee relationship between _____ and the
SERVICE PROVIDER. The SERVICE PROVIDER shall not be entitled to the usual
benefits afforded to casual and/or permanent _____ personnel like statutory benefits,
government-mandated benefits, vacation leave, sick leave, forced leave, allowances,
representation, any year-end Christmas bonus, discretionary bonuses of whatever nature
and variable pay.

12. ENTIRE AGREEMENT

Both Parties acknowledge that this Contract and its Annex constitute the entire agreement
between them and shall completely supersede all other prior understandings, previous
communications or contracts, oral or written, between the Parties relating to the subject
matter hereof.
13. AMENDMENTS

No amendment or modification of any of the terms and conditions of this Contract shall
be valid unless evidenced by a written agreement executed by the authorized
representatives of both Parties.
14. GOVERNING LAW AND VENUE OF ACTION

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 This Contract shall be governed and construed in accordance with the laws of the
Republic of the Philippines. Venue of all actions arising from this Contract shall be
brought exclusively to the jurisdiction of the appropriate courts of Cebu, Philippines.

IN WITNESS WHEREOF, the Parties hereto have caused these presents to be signed this
____ day of _________________ at _______________________, Philippines.

For _____ For the Service Provider

_____ _____

Signed in the presence of:

_________________________ _________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF _______________) S.S

BEFORE ME, appear the persons of _____ exhibiting his competent proof of identity:
______________ and _____, through his competent evidence of identity: _____.
Known to me and to me known to be the same persons who executed the foregoing
instrument and they acknowledged to me that the same is their free and voluntary act and deed as well
as of the corporations represented herein.
This refers to a CONTRACT OF SERVICES consisting of four (4) pages including this
page on which the Acknowledgement is written, duly signed by the parties and their witnesses on
each page thereof and sealed with my notarial seal.
WITNESS MY HAND AND OFFICIAL SEAL at the place and on the date first above
written.

NOTARY PUBLIC

Doc. No.: _____;

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

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