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CONTRACT OF EMPLOYMENT

KNOW ALL MEN BY THESE PRESENTS:

This Contract of Employment is made on this _____ day ____________ 2022, by and between:

AiRo LIMITLESS SOLUTIONS INC., a corporation duly organized and


existing under Philippine laws with office address at Unit 706 Herrera Towers, No. 98
V.A. Rufino corner Valero St., Salcedo Village, 1227 Makati City, herein represented by
its Authorized Representative, FAN DAQUAN, hereinafter referred to as the “Employer.”

-and-

[NAME OF EMPLOYEE], of legal age, Filipino, single/married, and with


residence and postal address at [EMPLOYEE ADDRESS], hereinafter referred to as the
“Employee;”

WITNESSETH: That —

WHEREAS, the Employer is engage in the business of providing virtual asset service with safekeeping and
virtual asset administration. It also provides facility for the transfer and/or exchange of virtual assets.

WHEREAS, the Employer hereby offers and the Employee hereby accepts probationary employment.

NOW, THEREFORE, for and in consideration of foregoing premises, there parties hereby agree as follows:

I. PERIOD OF PROBATIONARY EMPLOYMENT

1.1. The period of probationary employment shall commence on [START DATE] and shall continue for a period of
six (6) months until [END DATE], unless sooner terminated for just or authorized causes or failure to qualify
as regular employee. In such event, Employee will be entitled to collect only the salary up to the end of
working hours of the last day of his/her actual service.

1.2. During Employee’s probationary employment, he/she will be working with Employer on a trial basis to
determine his/her fitness for regularization. His/her conversion to permanent status shall be primarily
conditioned and depended upon his/her satisfactory service and performance of the work assigned to him/her. It
is within the exclusive discretion of the Employer to determine whether or not such service is satisfactorily
performed and whether or not Employee successfully passed the Employer’s standards for regularization as
indicated in Annex “A,” hereof.

II. DUTIES AND RESPONSIBILITIES

2.1. Employee is engaged as Solutions Architect. Employee shall repot to and be under the direct supervision of
the [POSITION OF IMMEDIATE HEAD] (herein “Immediate Supervisor”). He/She shall work under the
departmental leadership of the same. This reporting line may change in the event of transfer or upon discretion
of the Employer.

2.2. Employee shall perform the duties and responsibilities indicated in Annex “B” hereof and such other
responsibilities that may be assigned to him/her in the course of his/her employment.

III. PRE-CONDITIONS OF PROBATIONARY EMPLOYMENT

3.1. Employee’s probationary employment is subject to the Employee’s submission of valid documents for
employment, such as, but not limited, to:

(a) Medical Certificate


(b) Negative RT-PCR test taken within 48 hours prior to start/reporting date

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(c) Proof of Residence (i.e., passport, or driver’s license, or voter’s ID card, etc.)
(d) NBI Clearance
(e) Proof of Previous Employment (i.e., Certificate of Employment from last 2 employers)
(f) Proof of SSS Membership (E-1/E-4 Form)
(g) Proof of Pag-ibig Membership
(h) Tax Identification Number Card and tax compliance (i.e., BIR Form 1902 or 2305, and BIR Form 2316)
(i) PSA Birth Certificate
(j) Marriage Contract, if applicable
(k) PSA Birth Certificates of dependents, if applicable
(l) Proof of education (i.e., transcript of records or diploma), and,
(m) Four (4) pieces 2x2 ID photo

3.2. If Employee is unable to comply with the above pre-employment conditions and requirements to the
satisfaction of Employer and the law, as of his/her appointment date or as per agreed upon extension by the
Human Resources Department, this Contract shall be deemed void and Employee’s services/employment will
be ended with due notice.

IV. STANDARDS FOR REGULARIZATION

4.1. Employee’s regularization of employment with Employer is conditioned on meeting the standards as indicated
in Annex “A” hereof.

4.2. The standards to qualify as regular employees as set out in Annex “A” has been explained to the Employee and
the Employee was given the opportunity to ask questions or clarifications at the time of engagement.

V. PLACE OF WORK

5.1. The Employee’s primary place of work will be in Bonifacio Global City, Taguig. Employee agrees and
commits to be transferred, seconded, or assigned to other locations, subsidiary, or associate companies in the
Philippines.

5.2. Employee grants and commits to work in the Employer’s place of business or other areas such as field work or
work outside the company premises, as the Employee’s Immediate Supervisor or the Management may
prescribe now or in the future.

VI. WORK SCHEDULE

6.1. The employee shall render a minimum of nine (9) hours of work per day, inclusive of one (1) hour lunch break
with no pay, and will report for at least six (6) days per week. It is understood that Employee is being employed
with a level of confidence and degree of responsibility that may further require him to work beyond business
hours for which the Employee may be justly remunerated with overtime pay, if qualified.

VII. OVERTIME WORK

7.1. In case the demands of the business or the company would require Employee to work more than his/her regular
work schedule, he/she may be required to render overtime work. Overtime work is not compensable for
managerial employees unless declared by Management. Allowances for meal or transportation will be provided
on a case-to-case basis in accordance with company policies.

VIII. COMPENSATION

8.1. Employee will receive a gross basic monthly salary of [Amount in Words] [Amount in Figures], Philippine
currency, inclusive of daily meal allowance in the amount of One Hundred Pesos (Php100.00), Philippine
currency, subject to expanded withholding tax, if applicable, mandatory government contributions for social
benefits, and other deductions allowed by law. It is understood that Employee shall not be entitled to the daily
meal allowance if absent regardless of whether such absence is covered by a leave credit or not.

8.2. Notwithstanding any contrary provision contained in this Contract, it is expressly agreed that any bonus,
premium, commission, gratuity, or other payment by Employer to Employee more than the amount specified
hereunder shall not be considered salary which Employee is contractually entitled to, but as gratuity which the
Employer reserves the right to give or not to give to the Employee at its sole discretion.

8.3. Employee is expected to keep his/her salary and compensation packages STRICTLY CONFIDENTIAL.
Employee is prohibited from divulging and disclosing such information to anyone. All employment related

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information must, at all times, remain confidential. Failure to comply to this confidentiality rule may subject
Employee to disciplinary action.

IX. LEAVE BENEFITS

9.1. Upon regularization, Employee will be entitled to [NUMBER IN WORDS] [NUMBER IN FIGURES] days
vacation leave and [NUMBER IN WORDS] [NUMBER IN FIGURES] sick leave for each year of actual
employment. Employee is expected to accrue leaves before he/she can avail/apply for it. Only unused [TYPE
OF LEAVE] leave credits up to a maximum of [NUMBER IN WORDS] [NUMBER IN FIGURES] are
convertible to cash. Any remaining accrued leaves, less the ____ days commutable to cash, for the year not used
by December 31st may be carried over the following year.

X. ABSENCE

10.1. By reason of illness

If the Employee is unable to report to work due to illness, Employee should notify his/her Immediate Supervisor
at least one (1) hour before the start of scheduled duty. A medical certificate is required if absence extends
beyond three (3) consecutive days and should cover the period until the Employee is declared fit to work.
Dental appointments, visits to the doctors, which are not in the nature of an emergency, should be arranged
outside working hours as much as possible.

10.2. Emergency situations

If the Employee is unable to report to work due emergency situations, Employee should notify his/her
Immediate Supervisor at least thirty (30) minutes prior to the start of scheduled duty either by phone call, short
messaging service (SMS), chat service (e.g., Telegram, WeChat, Whatsapp, Viber, Messenger, etc.) or other
readily available means of communication.

10.3. Vacation/Personal Leave

Employee availing vacation/personal leave is required to file his/her leave application at least two (2) weeks
prior to the intended absence, subject to the approval of the Employee’s Immediate Supervisor. Should the
Employee continued with his/her absence despite disapproval of his/her vacation/personal leave, he/she shall be
considered absent without official leave (AWOL) and shall be subject to disciplinary action.

10.4. Other leaves as provided for under the law

If the Employee is availing leave/s provided for under the law, he/she is required to comply with the
requirements, documentary and reglementary period, as mandated thereunder.

10.5. Employer reserves the right to recall any approved leaves when business exigency so requires. Recalled leaves
may be availed of at a later time or cancelled by the Employee. For availment of the approved leave at a later
time, Employee is required to notify his/her Immediate Supervisor of the new date.

XI. DECORUM

11.1. Employee shall observe and comply with all company rules and regulations, written or otherwise. Employee
shall devote his/her entire working time to the Employer and shall have no direct or indirect interest in any firm
or entity, whether for profit or not, directly in competition with or offering the same services as Employer nor
shall Employee take any interest that is conflicting or inimical to Employer. All existing and future policies,
including Employee’s Handbook and Code of Conduct are hereby deemed incorporated in this Contract and the
Employee hereby acknowledge that it is his/her primary duty and responsibility to be aware of and to comply
with such regulations.

11.2 Employee agrees and commits not to make any derogatory public statements or comments that negatively
portray the stature, image, and reputation of the Employer, its subsidiaries and affiliates, or their officers,
directors, shareholders, and employees, at any public venue, including social media. Violation of this provision
shall subject the Employee to disciplinary action.

XII. GRIEVANCE PROCEDURE

12.1. The Company undertakes those legitimate grievances raised by the Employee are expeditiously and fairly
resolved. The Employee, or any member of staff who has a grievance relating to his/her employment should
discuss it with the Company.

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XIII. INTELLECTUAL PROPERTY

13.1. The Employer shall be entitled to sole ownership of any intellectual property rights including but not limited to
software programs, hardware specifications, and other property rights created and discovered by Employee
while in the course of his/her employment with the Employer, including all registrations for the same.

13.2. Employee agrees that he/she shall promptly disclose to the Employer the following:

(a) all software programs, inventions, improvements, discoveries and technical developments
(“Inventions”) made, created, or conceived by him/her (either alone or with others) during the term of
employment;
(b) all Inventions which are based on proprietary information of the Employer and are made or conceived
by Employee (either alone or with others);
(c) any documentation related to the Inventions, which shall become the Employer’s property, and,
(d) web content and development concepts, ideas, design, and Multimedia graphics, and artwork.

13.3. Employee hereby assigns to the Employer his/her entire right, title, and interest in and to such Inventions and
documents, which relate in any way to or useful in the Employer’s business in the course of his/her
employment. Employee shall do all acts necessary and/or required by the Employer to give effect to this
provision. Employee further agrees to cooperate with the Employer in the procurement and maintenance of
patents, copyrights, and/or other protection of the Employer’s rights to such Inventions/Documents, Content
Design and Multimedia graphics, at the Employer’s expense.

13.4. Employee also waives his/her right to file for any copyright application for any such inventions or concept,
designs, ideas while actively employed by the Employer and within one (1) year from date of resignation or
termination from the company. If within one (1) year after leaving the Employer’s employ, a patent application
or copyright registration is filed by the Employee or on his/her behalf describing the Invention within the scope
of his/her work for the Employer, or which otherwise relates to a portion of the Employer’s business of which
he/she has knowledge of and access to during his/her employment, Employee agrees to specifically state that
“the Invention, Concept, Design, was conceived by him/her within the scope of his/her employment with the
Employer.”

XIV. TERMINATION

14.1. Employer reserves the right to terminate the services of the Employee after observing due process for just and
valid causes. Termination may be due to any, but not necessarily limited to the following;

(a) Inefficiency
(b) Incompetence
(c) Excessive Tardiness and Absences
(d) Insubordination
(e) Breach of confidentiality and non-disclosure
(f) Violation of company’s intellectual property rights
(g) Just and authorized causes enumerated in Article 282, 283, and 284 of the Labor Code
(h) Other causes provided in the Company rules and regulations including but not limited to timekeeping,
attendance, job performance, confidentiality in relation to Employer’s affairs and general conduct may
result to the suspension or termination of employment, depending on the gravity of the situation.
(i) Other analogous cases

14.2. Employer does not advocate the termination of employees and will endeavor to resolve issues without need of
termination. The Employee, understands, however, that there are certain breaches of Company Rules for which,
after the facts have been ascertained and proper notices have been given, the Employee may be suspended,
without pay, pending further investigations.

14.3. Employee’s employment may be terminated by the Employer if the Employee commits any act or form of
misrepresentation, or false declaration about his/her identity and/or status in life at the time of his/her
employment with the company, including but not limited to, failure to disclose that he/she is a party to any
restrictive covenant from previous employer, and other related matters that may conflict with Employer’s
employment and thus inimical to the interest of the Employer.

14.4. Employee may terminate his/her employment by providing not less than thirty (30) calendar days of prior
written notice to the Employer through his/her Immediate Supervisor. The Employer may shorten the notice
period based on internal business needs. The release of Employee’s clearance from Employer is subject to the
proper turnover of his/her duties and responsibilities, including all equipment, office supplies, documents, and
other accountabilities with the Employer. Employee’s final pay will be released based on company policies.

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14.5. This Contract shall automatically terminate upon causes beyond the exclusive control of the Employer such as,
without limitation, the failure of any relevant government agency or government-owned and controlled
corporation to issue, renew or extend the necessary licenses or permits in favor of the Employer, or if it
becomes illegal or unlawful for the Employer to conduct its business. Upon termination on any of these
grounds, the Employee hereby hold the Employer free and harmless from any cost, injury, penalty, liability, and
damage(s) of any kind whatsoever.

14.6. Upon termination of the Contract, the Employee hereby:

(a) Authorize the Employer to set-off against any pre-computed final compensation due to the Employee and
all established and recognized monetary claims of the Employer against him/her; and,

(b) Agree to promptly deliver to the Employer, without need of demand, all equipment, appliances, office
supplies, documents, and/or other materials under his/her custody which legally belongs to the Employer.

XV. CONFIDENTIALITY

15.1. Employee acknowledges that while employed by the Employer, Employee will occupy a position of trust and
confidence. Employee shall not, except as may be required to perform Employee’s duties hereunder or as
required by applicable law, without limitation in time or until such information shall have become public other
than by Employee’s unauthorized disclosure, disclose to others or use, whether directly or indirectly, any
Confidential Information regarding the Employer or any of its subsidiaries or affiliates.

15.2. “Confidential Information” shall mean information about the Employer or any of its subsidiaries or affiliates,
and its clients and customers that is not disclosed by the Employer or any of its subsidiaries or affiliates for
financial reporting purposes and that was learned by Employee in the course of employment by the Employer or
any of its subsidiaries or affiliates, including (without limitation) any proprietary knowledge, trade secrets, data,
formulae, information and client and customer lists and all papers, resumes, and records (including digital
records) of the documents containing such Confidential Information.

15.3. Employee acknowledges that such Confidential Information is specialized, unique in nature and of great value
to the Employer and its subsidiaries or affiliates, and that such information gives the Employer a competitive
advantage. Employee agrees to deliver or return to the Employer, at its request at any time or upon termination
or expiration of Employee’s employment or as soon thereafter as possible, all documents, computer tapes and
disks, records, lists, data, drawings, prints, notes and written information (and all copies thereof) furnished by
the Employer and its subsidiaries or affiliates or prepared by Employee in the course of Employee’s
employment by the Employer and its subsidiaries or affiliates. As used in this Agreement, “subsidiaries” and
“affiliates” shall mean any company controlled by, controlling or under common control of the Employer. Any
violations of this policy shall render the Employee liable to Employer in the amount equivalent to two (2)
months’ salary of the Employee, without prejudice to the other available legal remedies of the Employer.

XVI. NON-SOLICITATION OF EMPLOYEE

16.1. Employee recognizes that he/she will possess confidential information about other employees of the Employer
and its subsidiaries or affiliates relating to their education, experience, skills, abilities, compensation and
benefits, and inter-personal relationships with suppliers, customers of Employer and its subsidiaries or
affiliates. Employee recognizes that the information he/she will possess about these other employees is not
generally known, is of substantial value to the Employer and its subsidiaries or affiliates in developing their
respective businesses and in securing and retaining customers and will be acquired by Employee because of
Employee’s business position with the Employer. Employee agrees that, during the Term (and for a period of
23 months beyond the expiration of the Term), Employee will not, directly or indirectly, solicit or recruit any
employee of the Employer or any of its subsidiaries or affiliates for the purpose of being employed by
Employee or by any business, individual, partnership, firm, corporation or other entity on whose behalf
Employee is acting as an agent, representative or employee and that Employee will not convey any such
confidential information or trade secrets about other employees of the Employer or any of its subsidiaries or
affiliates to any other person except within the scope of Employee’s duties hereunder. In view thereof, the
Employee agrees to be liable to the Employer for an amount equivalent to five (5) month’s gross salary of each
employee that he/she has proven to have coerced or aided to solicit or recruit to leave the company.

(j) Proprietary Rights; Assignment: All Employee developments shall be made for hire by the
Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means
any idea, discovery, invention, design, method, technique, improvement, enhancement, development,
computer program, machine, algorithm or other work or authorship that (i) relates to the business or
operations of the Company or any of its subsidiaries or affiliates, or (ii) results from, or is suggested by

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any undertaking assigned to the Employee or work performed by the Employee for or on behalf of
the Company or any of its subsidiaries or affiliates, whether created alone or with others, during
or after working hours. All confidential information and all Employee developments shall remain the
sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no
proprietary interest in any confidential information or employee developments developed or acquired
during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right,
title, or interest in or to any confidential information or Employee development, the Employee hereby
assigns to the Company all such proprietary rights. The Employee shall, both during and after the
Term, upon the Company’s request, promptly execute and deliver to the Company all such
assignments, certificates, and instruments, and shall promptly perform such other acts, as the Company
may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain,
perfect, enforce or defend the Company’s rights in confidential information and Employee
developments.

(k) Non-Compete Agreement: The employee further undertakes that during his/her engagement with the
Company and in case of separation from the Company, whether voluntary or for cause, he/she shall
not, for two (2) years thereafter, engage in or be involved with any corporation, association, or entity,
whether directly or indirectly, engaged in the same business as the company. Any breach of the
foregoing provision shall render the employee liable to the Company in the amount of Five Hundred
Thousand Pesos (Php 500,000.00), without prejudice to the other available legal remedies of the
Company.

(l) Alteration to Terms of Employment: Any alterations in the Regulations of Employment affecting
staff individually will be notified by a letter or memorandum, but any general alteration will be
communicated in a Circular to be seen by all members of staff.

I agree to be bound by the Regulations and Signed for and on behalf of


Conditions of Employment as contained in the The Company:
Foregoing:

Signed: Signed:

___________________________________ _______________________________________
[FULL NAME] [Name of Management Representative]
Employee [Designation]

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ANNEX A
Regularization Standards for Probationary Employees
Name : [FULL NAME]
Position : Solutions Architect

The probationary period for new employees is the time between signing an employment contract and being granted
permanent employment status. It is a “trial period” during which the employee is being evaluated as a suitable fit to the
position and the Company. The new employee will be given consistent feedback and coaching to have the chance to
learn their new job and improve during the probationary period. Prior to, or at the end of the probation period, the
Company will determine if the employee should be retained in the organization. This decision will be made by
appraising the performance of the employee based on the following criteria:

Key Expectations:
 The skills, competencies, and knowledge of the employee on the job.
 The employee’s progress, consistency, and quality of work on given assignments.
 The employee’s reliability, trustworthiness, and other relevant personality characteristics of the employee in
relation to upholding their assigned duties and responsibilities.
 The employee’s positive relations and effective collaboration with subordinates, supervisors, and peers in
performing tasks and responsibilities.
 Employee’s performance and behavior strictly adheres to the assigned job scope (Annex B) and all rules and
regulations of the Company.
 Maintain excellent attendance. Tardiness is allowed up to four (4) times a month, while absences are allowed up
to two (2) days a month.

The abovementioned criteria will be assessed with quantitative measures, if applicable. Their progress will be
documented whenever possible, and the decision to retain them will be at the Management’s discretion. Management
reserves the right to conduct as many performance evaluations as possible within and following the probationary period.
Performance evaluations shall contribute a significant basis on assessing whether an employee has passed employment
standards and is fit for continued employment.

You are required to comply with all existing rules, regulations, and policies of the Company as prescribed in the
Employee Handbook and Code of Discipline, as well as those which may hereafter be issued. Failure to follow rules may
result in negative performance assessments and can lead to discontinuance of employment.

Conforme:

_____________________________
[FULL NAME]
Employee

ANNEX B
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JOB DESCRIPTION
Name : [FULL NAME]
Position : Solutions Architect

Job Responsibilities:
 Lead brainstorming sessions to develop potential solutions for business needs or problems
 Identify opportunities for process improvements
 Prepare and document testing requirements
 Identify areas where IT can support business needs and goals
 Work with business units to develop IT strategies and to improve current IT implementations
 Build and migrate software and services across the organization
 Work with product and delivery teams to develop scalable solutions and products
 Communicate and consult with clients and internal stakeholders to develop appropriate solutions

Key Expectations:
 The employee shall diligently and faithfully serve the employer in his/her capacity. He/she shall follow the
employer’s mission, vision, and core values, and devote time, attention, and energy to the management and
improvement of employer’s business to the best of his/her ability as well as perform all such services and acts
connected therewith or delegated by his/her employer.
 The employee submits to the right of the employer to exercise its discretion in good faith in directing and
controlling company operations, adopting measures such as, among others, reorganization, which may directly
or indirectly affect the employment and/or functions and responsibilities of the employee.
 The employee agrees to follow diligently and faithfully the rules, regulations, circulars, memoranda, and all
other forms of instructions which are issued by the employer from time to time. Any violation or breach of such
instructions and/or provisions of this Contract, as may be determined solely by the employer, entitles the
employer to impose the appropriate disciplinary action on the employee.
 The employee shall likewise diligently and faithfully observe the rules and regulations being implemented by
the client of the employer. Any violation or breach of such rules or regulations implemented by the client shall
likewise be dealt with by the employer by imposing the appropriate disciplinary action upon the employee.
 The employee agrees to avoid any action that may conflict with any of his/her duties, or which may give rise to
a potential conflict of interest between himself/herself and the employer or which might potentially cause
damage to the employer or any of its clients.
 The employee acknowledges and agrees that the employer may, at its sole discretion, transfer him/her to other
positions in the company or move him/her to other offices of the employer or client within Metro Manila.
 Be punctual at all times, especially during deliveries, meetings or appointments with Clients.
 Maintain excellent service by understanding Client needs and responding quickly when communicating.
 Provide continuous value by thinking holistically, putting yourself in the Client’s perspective and deliver
necessary solutions.
 Eagerness to learn and accept new challenges that allow yourself to widen your knowledge and acquire new
skills.
 Be confident in the way your present yourself to any stakeholders of the Company.

Conforme:

_______________________________________
[FULL NAME]
Employee

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