SERVICE AGREEMENT 

KNOW ALL MEN BY THESE PRESENTS: 

This Service Agreement (the “Agreement”) entered into by and between: 

TUTUBAN PROPERTIES, INC., a corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines, with
principal office address at Tutuban Center, Claro M. Recto Avenue
Manila, represented herein by its President, David C. Go, duly authorized
for the purpose, and hereinafter referred to as the "CLIENT”; 

and 

FLOWER SCENT INDUSTRIAL LAUNDRY SERVICES, INC., a domestic

corporation duly organized and existing under and by virtue of Philippine
laws with principal office address at 1444 Metrica Street, Sampaloc,
Manila, represented by herein by its President, Flordeliza A. Vasquez, and
hereinafter referred to as the “CONTRACTOR”.

WITNESSETH:  That
WHEREAS: 

A. The CLIENT requires laundry services for the operations of its Orion
Hotel located at 3rd Floor, Prime Block Building, C.M. Recto Ave., Manila,
hereinafter referred to as the “Hotel”;
 
B. The CONTRACTOR has offered its services and the CLIENT has agreed to accept
CONTRACTOR’s offer, subject to the terms and conditions hereinafter set forth;
 
NOW THEREFORE, for and in consideration of the foregoing premises, the Parties hereto
agree as follows: 

1. SCOPE OF SERVICES

The CONTRACTOR undertakes to provide quality and efficient laundry services to the
Hotel, subject to the following terms and conditions:

a. Daily pick-up at the Hotel of laundry from 6:00 p.m. to 6:30 p.m. and
delivery of laundry (duly ironed) to the Hotel at 7:00 a.m. to 8:00 a.m. daily;
b. Record count/description of all items picked up for laundry;
c. Re-wash, free of charge, all items which were not washed properly to the
satisfaction of CLIENT;
d. Ensure the hygienic and proper washing and handling of Hotel’s linens for
washing; and
e. Give prior advice to Hotel for any special process or treatment to be done
for the Hotel’s linens before proceeding.

2. SERVICE FEES

CLIENT shall pay CONTRACTOR service fees (inclusive of the Value Added Tax and
withholding tax which shall be for the account of CONTRACTOR) as agreed upon by the
parties as per Schedule hereto attached as Annex “A”. CONTRACTOR shall send to the
Hotel its billing invoice every 15 th and 30th of the month. CLIENT shall pay CONTRACTOR
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within fifteen (15) calendar days from receipt of billing. Check payments shall be made
payable to “FLOWER SCENT INDUSTRIAL LAUNDRY SERVICES, INC.”.

3. NO EMPLOYER-EMPLOYEE RELATIONSHIP; COMPLIANCE WITH LAWS 

4.1  It is the essence of this Agreement that there is no employer-employee

relationship between the CONTRACTOR and the CLIENT. The
CONTRACTOR shall not be deemed an agent, employee or partner of the
CLIENT.

4.2 The CONTRACTOR shall not be subject to the control and supervision of
the CLIENT but shall be answerable to the CLIENT on the results of the
contracted services. Accordingly, the CONTRACTOR shall be free to use
any means, method, device not contrary to law and regulations of the
CLIENT, which it deems best to perform its obligation under this
Agreement. 

4.3 The CONTRACTOR shall observe and comply with all the rights and
benefits of the employees under the Labor Code and its Implementing
Rules on provision for safe and healthful working conditions, labor
standards such as service incentive leave, rest days, overtime pay, 13 th
month pay and separation pay, retirement benefits, contributions and
remittance of SSS, Philhealth, Pag-Ibig Fund and other welfare benefits,
the right to self-organization, collective bargaining and peaceful
concerted action and the right to security of tenure.

4.4 It is expressly understood that the personnel to be assigned to perform

the work herein contracted are employees of the CONTRACTOR. The
CONTRACTOR obliges itself and its successors-in-interest to pay whatever
salaries and wages that may be due under this Agreement, including any
and all benefits due to its personnel under the Labor Code, the Social
Security Law and other related laws, obligations and claims which may
arise as a result of the employer-employee relationship existing between
the CONTRACTOR and its personnel. Accordingly, the CLIENT shall not be
responsible for any and all claims for personal injury or death caused to
any of the CONTRACTOR’s personnel or to any third party where such
injury or death arises out of or in the course of the performance by said
personnel of his/her duties.

4.4.1 The terms and conditions of employment of the CONTRACTOR’s

employees to be assigned to the Premises are exclusive concerns
of the CONTRACTOR. The CONTRACTOR acknowledges that no
authority has been conferred on it by the CLIENT to hire any
person on behalf of the CLIENT.
 
4.4.2 The CONTRACTOR shall hold the CLIENT free and harmless from
any liability occasioned by acts of the employees of the
CONTRACTOR or from any action arising from and by virtue of the
CONTRACTOR’s employment of its personnel or in any instance
whatsoever where the CLIENT may be impleaded as party by
reason of this Agreement. In this connection, the CONTRACTOR
undertakes to indemnify the CLIENT for all damages incurred,
such as, but not limited to, the payment of attorney’s fees, and
liquidated damages equivalent to twenty percent (20%) of the
amount prayed for in the complaint, petition or other initiatory
pleading. The CONTRACTOR shall assist and defend the CLIENT
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against any labor claims which the CONTRACTOR’s employees

may file against the CLIENT.

5. LIABILITY/DAMAGES

5.1 The CONTRACTOR shall be responsible for any claim for loss/damage
suffered by any person/party caused by or attributable to the acts and
omissions of the CONTRACTOR and/or its personnel arising from this
Agreement. In this regard, the CONTRACTOR undertakes to keep the
CLIENT free and harmless from any and all claims or demand by any
person whatsoever.

Should the CLIENT be required to pay any loss or damage arising from the
CONTRACTOR’s failure to comply with its obligation to its employees or
personnel, the CONTRACTOR undertakes to immediately reimburse the
CLIENT of the amount paid/advanced by the CLIENT.

5.1.1  The CONTRACTOR shall pay the CLIENT the cost or value of any
damage or loss due to the negligence, pilferage or any wrongful
act committed by its personnel. The CLIENT shall immediately
conduct an investigation of such loss or damage and shall notify
the CONTRACTOR of the results/findings thereof. Should there be
any damage to or loss of the CLIENT’s properties, written notice or
report shall be forwarded to the CONTRACTOR within seventy-
two (72) hours from the time such damage or loss comes to the
knowledge of the CLIENT. Should the CONTRACTOR’s personnel
be found liable for such damage or loss as a result of the
investigation conducted by the CLIENT, the CLIENT may, upon
notice to CONTRACTOR, deduct the value of such loss or damage
from the fees due to the CONTRACTOR, or proceed against the
CONTRACTOR’s Performance Bond, at the option of the CLIENT.
The CONTRACTOR hereby grants the CLIENT authority to deduct
the appropriate amount/claim from its fees. 

5.2  The failure of the CLIENT to insist upon the strict performance of any of
the covenants, terms and conditions hereof shall not be deemed as
relinquishment or waiver of any rights or remedies that the CLIENT may
have nor shall it be construed as a waiver of any subsequent breach or
violation of the covenants under this Agreement. No waiver by the
CLIENT of any rights shall be deemed to have been made unless
expressed in writing and signed by the CLIENT through its authorized
representative. 

6. PERFORMANCE BOND

Within three (3) calendar days from execution of this Agreement, the CONTRACTOR
shall post a Performance Bond equivalent to Pesos: Fifty Thousand (P50,000.00) in favor
of CLIENT, to secure the faithful performance by the CONTRACTOR of its obligations
under this Agreement. The CONTRACTOR shall secure the Performance Bond from FLT
Prime Insurance Corporation or such reputable insurance company accredited
by/acceptable to the CLIENT.

7. CONFIDENTIALITY

The CONTRACTOR and/or its personnel assigned to the CLIENT shall not disclose any
information pertaining to the operations and/or officers of the CLIENT which such
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personnel may have obtained in the course of the performance of his obligations under
this Agreement without the prior written consent of the CLIENT. This provision shall
survive the term of this Agreement.

8.  SECURITY
 
The personnel of the CONTRACTOR who may be doing the service subject hereof, shall
submit themselves to proper search by the CLIENT’s assigned security guard. These
personnel shall likewise observe at all times existing policy(ies) of the CLIENT as to
entrance to and exit from the CLIENT’s premises, as a precautionary measure against
property losses and/or pilferages.

9. TERM OF AGREEMENT/TERMINATION

This Agreement shall be for a period of six (6) months, to commence on

______________ and to end on _________________. This Agreement may be renewed
for under such terms and conditions as may mutually be agreed upon by the parties.

Either party may terminate this Agreement for any reason whatsoever upon service of
written notice on the other party at least fifteen (15) calendar days prior to the
intended termination date. Notwithstanding the foregoing provision, CLIENT may
immediately terminate this Agreement in case of breach committed by the
CONTRACTOR.

10. ASSIGNMENT

This Agreement may not be assigned by the CONTRACTOR except upon the prior written
consent of CLIENT.

11. VENUE OF ACTION

 
In case of any suit under this Agreement, the parties hereby agree that the venue shall
be in the proper courts of Manila to the exclusion of other venues. 

12. AMENDMENT 

This Agreement may not be amended except upon written consent of both parties.
 
13. SEVERABILITY 

Should any provision of this Agreement be declared illegal, invalid or unenforceable, the
remaining provisions shall not be affected.

IN WITNESS WHEREOF, the parties have signed these presents on the date and
at the place first above-written.

__________________________________
DAVID C. GO
PRESIDENT
TUTUBAN PROPERTIES, INC.
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____________________________
FLORDELIZA A. VASQUEZ
PRESIDENT
FLOWER SCENT INDUSTRIAL LAUNDRY SERVICES, INC.

WITNESSES

____________________________ ______________________________
RICA CLAVERIA LEA B. ALCONIS
OPERATIONS MANAGER SALES MANAGER

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
CITY OF MANILA ) S.S.
FLORDELIZA A. VASQUEZ

BEFORE ME, a Notary Public for and in the City of Manila, this ______day of
October, 2012, personally appeared:

NAME Community Tax Issued At Issued On

Certificate No.
DAVID C. GO
FLORDELIZA A. 14225568 Manila City January 4, 2012
VASQUEZ

known to me to be the same person who executed the foregoing Agreement and
acknowledged to me that the same is their free act and deed and that they are duly
authorized to sign the same.

This Agreement consists of five (5) pages, including the page in which this
Acknowledgement is written, has been signed on the left margin of each and every page
thereof by DAVID C. GO and FLORDELIZA A. VASQUEZ, their witnesses and sealed with
my Notary Seal.

WITNESS MY HAND AND SEAL on the date and at the place first above written.
CONRADA BACONG

Doc. No.
Page No.
Book No.
Series of. 2012.
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