CONSULTANCY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This CONSULTANCY AGREEMENT made and entered into this _______ day of
_________________________, 2021, by and between:

________________________, a corporation duly organized

and existing under and by virtue of the laws of
_____________________, with office address at
______________________, duly represented in this act by
its _______________, herein referred to as "COMPANY",
“CLIENT”;

- and –

_______________, of legal age, with address at

__________________, hereinafter referred to as the
"CONSULTANT",

Collectively referred to herein as “PARTIES”;

WITNESSETH, That:

WHEREAS, the Company is engaged in the business of ______________ and is

in need of a person to be employed as and render services as a Consultant;

WHEREAS, the Consultant represents to possess all the qualifications and none
of the disqualifications required by the Company;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual

covenants hereinafter set forth and other valuable considerations, the Parties hereto
agree as follows:

I. SCOPE OF SERVICES

The Consultant shall have the following duties and responsibilities:

1. (please enumerate accordingly)

II. CONSULTANCY FEE

The Company shall pay the Consultant ______________________ on daily rate

exclusive of withholding tax and any and all taxes payable to the government. The
reporting, filing and payment of any and all government taxes, national and local, shall
be the sole responsibility of the Consultant.

III. PERFORMANCE

The Consultant is expected to perform his duties faithfully and to the best of his
or her ability, and to comply with the scope of work with the highest standards of
professional and ethical competence and integrity.

IV. DATA OWNERSHIP

All deliverables of the Consultant shall be the sole and exclusive property of the
Company and shall not be used for any other purposes other than what is
stipulated under this Agreement. Immediately upon completion or termination of
this engagement, the Consultant shall return all copies, files, documents, papers,
materials, and any other property in his possession that belong or relate to the
interest of the Company.

V. CONFLICT OF INTEREST

The Consultant commits to provide technical, objective, and impartial services to the
Company and at all times uphold its paramount interests without consideration for future
work assignments that may place the Consultant in a position of not being able to carry
out the assignments in the best interest of the Company.

VI. CONFIDENTIALITY CLAUSE/ NON-DISCLOSURE

Except with the prior written consent of the Company, the Consultant shall not at any
time communicate to any person or entity any confidential information acquired in the
course of the performance of the services, nor shall the Consultant make public the
recommendations formulated in the course of, or as a result of, the services. For the
purposes of this clause, “Confidential Information” means any information or knowledge
acquired by the Consultant arising out of, or in connection with, the performance of the
services under this Contract that is not otherwise available to the public.

VII. NON-SOLICITATION AND NON-COMPETE

While the Consultant is still connected with the Company and for period of
____________ following the date of termination of such Consultancy, the Consultant
agrees that he/she shall not, either himself/herself or through or for any person or entity
wherever located:

(i) Solicit, attempt to hire, or hire any person who is then

engaged with, employed by, is a consultant to, or is an agent of,
the Company or who was engaged with, employed by, a
consultant to, or an agent of, the Company at any time during
the abovementioned period;

(ii) Encourage, induce or attempt to induce, or aid, or abet any

other person, encouraging, inducing or attempting to induce,
any employee, consultant or agent to alter or terminate his or
her employment, consultation or agency with the Company;

(iii) Enter into any employment or other agreement to perform

services as a or perform any other services set forth in his job
description for any company for a period of __________ after
the termination of his engagement with the Cmpany.

(iv) Engage in any business or any endeavor similar to, or

related to, or which in any manner duplicates, replicates, and
copies the systems, procedure, operation, sales, and marketing
strategy of the Company for a period of __________ from the
termination of his/her Consultancy.

(v) Solicit, request, seek any and all forms of business

undertaking from the clients of the Company nor shall the
Consultant entertain and accept attempt, introduction, request
initiated by the clients of the Company for his assistance in
relation to the business of the Company. Any form of attempt
shall constitute a violation of this provision and shall make the
Consultant liable for the corresponding penalty.
If the Consultant fails to comply the provisions of the above paragraphs, the Consultant
commits to pay the Company, either through litigation or out of court settlement, an
agreed amount of TWO HUNDRED THOUSAND PHILIPPINE PESOS
(Php200,000.00), as liquidated damages, within Thirty (30) calendar days from the
Consultant’s receipt of the Company’s notice of breach of this agreement. This is
without prejudice to the right of the Company to recover moral, exemplary, nominal,
temperate and actual damages as well as attorney’s fees and cost of litigation arising
therefrom.

VIII. CONSULTANT’S LIABILITY

The Consultant shall indemnify the Company for any and all damages that the
Company may incur due to the fault, negligence, error or omission of the Consultant,
without prejudice to other legal remedies available to the Company.

IX. NO EMPLOYER-EMPLOYEE RELATIONSHIP

It is expressly understood and agreed that the Consultant assigned to the Company is
not an employee of the Company. It is further understood and agreed that any personal
injury, death, or damage sustained by the Consultant during the performance of his
duties or while within the premises of the Company attributable to the acts, omissions,
or fault of the Company shall be the liability of the official, employee or agent
concerned.

X. EFFECTIVITY DATE AND DURATION OF CONTRACT

The term of this Agreement shall be five (5) years from the date of execution of this
Agreement by both parties or their duly authorized representatives. Notwithstanding the
expiration or termination of this Agreement, the obligation of the parties to protect
Confidential Information and the restrictions on use of Confidential Information shall
survive for the period of five (5) years counted from the date of such expiration or
termination.

XI. TERMINATION OF CONTRACT

Either party can terminate this Agreement without cause upon written notice to the other
party at least thirty (30) days prior to the intended date of termination.

XII. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties
and supersedes all previous agreements, negotiations, commitments, writings, and
discussions between them as to the subject prior to the date hereof.

XIII. SEVERABILITY

If any one or more of the provisions of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining provisions of this
Agreement will not be affected thereby, and Parties will use their reasonable efforts to
substitute one or more valid, legal and enforceable provisions which, insofar as
practicable implement the purposes and intent hereof. To the extent permitted by law.

XIV. GOVERNING LAWS

This Agreement shall be governed by and construed in accordance with the laws of the
Republic of the Philippines.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on this
____ day of ____________________ at _______________________________.

______________________________ __________________________
Company Consultant

SIGNED IN THE PRESENCE OF:

____________________________ _____________________
 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

___________________________) S.S.

BEFORE ME, a Notary Public for and in _______________, this

_______________, personally appeared:

NAME ID/ID NO. DATE/PLACE ISSUED

known to me and to me known to be the same persons who executed

the foregoing Consultancy Agreement, consisting of ___ (__) pages
including this page where this Acknowledgment appears, and they
attested to me that the same is their voluntary act and deed as well
as of the principal which they respectively represent.

WITNESS MY HAND AND SEAL.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of ______.