CONTRACT FOR SECURITY SERVICES

This Contract for Security Services (“Contract”) is made and

entered into this by and between:

________., a duly licensed security agency, organized and

existing under and by virtue of the laws of the Philippines, with
principal at __________ represented in this act by its President,
_____, and hereinafter referred to as the “AGENCY”;

and

__________., a corporation duly organized and existing under

and by virtue of Philippine laws, with principal address at
________________, represented in this act by its
__(Designation)___, ___(Name)____, and hereinafter referred to as
the “CLIENT”;

WITNESSETH THAT:

WHEREAS, the AGENCY is duly-licensed by the Philippine

National Police to engage in the business of providing security,
protection and maintain peace and order in accordance with law;

WHEREAS, the CLIENT intends to engage the services of the

AGENCY for the purpose of guarding and protecting the lives,
properties and instrumentalities of the CLIENT from trespassers,
squatters and other unlawful acts such as, but not limited to theft,
robbery, pilferages, and damages acts that may be committed by any
person within the Premises (as hereinafter defined) of the CLIENT;

WHEREAS, the AGENCY has agreed to render such services to

the CLIENT in consideration of and under the terms and conditions
herein specified;

NOW, THEREFORE, for and in consideration of the foregoing

premises and of the covenants stipulated hereunder set forth, the
Parties hereby agree as follows:

1. SERVICES.

As an independent contractor, the AGENCY undertakes to guard,

protect, and maintain peace and order within the premises of the
SUBJECT ESTABLISHMENTS (the “Premises”) subject to the following
terms and conditions:

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 1.1. Upon the execution of this Contract, an inventory of
properties inside the Premises shall be provided by the
CLIENT to the AGENCY. The CLIENT should inform the
AGENCY in writing of any newly-acquired properties inside
the Premises, such as, equipment, furniture and fixtures,
machines and vehicles that are stored within the Premises.
No property shall be taken out of the Premises without the
prior written approval of the CLIENT.

1.2. The security guard/s assigned by the AGENCY shall be

tasked to secure the Premises of the CLIENT and to perform
such other services as agreed herein and in the manner set
forth under this Contract.

1.3. The CLIENT or any of its assignees under Section 15.4shall

not hire, employ or absorb any security guard/s deployed by
the AGENCY without the prior written consent of the
AGENCY. Any violation of this provision shall constitute a
breach of this Contract and shall entitle the AGENCY to
damages equivalent to the six (6) months salary of the
security guard employed, hired, or absorbed by the CLIENT
in view of such breach.

1.4. The CLIENT shall designate one or more representatives

(“CLIENT’s Representative”) who shall coordinate with the
AGENCY for the purpose of this Contract. All reports,
information, and/or notices whenever required from the
AGENCY under this Contract shall be submitted to the
CLIENT’s Representative, unless otherwise instructed by the
CLIENT in writing.

1.5. The AGENCY shall ensure the protection of the Premises and
shall safeguard the Premises against any unlawful entry of
unauthorized persons, i.e., illegal settlers and the like; as
well as any illegal constructions of buildings or any other
structures for that matter.

2. PERSONNEL REQUIREMENT AND WORK SCHEDULE.

2.1. The AGENCY shall provide the CLIENT with such number of
duly licensed security guards required by the CLIENT. The
security guards assigned by the AGENCY shall be equipped
with the AGENCY’s official uniform and security
paraphernalia.

a. The number of security guard/s, including their names,

work shifts, and respective offices to which they are
assigned shall be indicated in the Directory Sheet,

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 attached herewith as Annex “A”. The list shall be subject
to change depending on the requirements of the CLIENT.

b. In case there is a permanent change of security guard/s

under this Contract (i.e., resignation, retirement,
incapacity, or death), the following must be complied
with:

i. The AGENCY shall forward to the CLIENT’s

Representative an Endorsement Letter identifying
the change of security guard/s; and

ii. The AGENCY shall execute an updated Directory

Sheet reflecting and indicating the new roster of
security guard/s assigned, which shall be attached
to, and shall form part of, this Contract

2.2. The CLIENT reserves the right to request replacement of the

assigned security guards for causes set forth in this
Contract. Upon receipt of such request, the AGENCY shall
process the replacement and deploy a new security guard.

2.3. The AGENCY shall employ and utilize security personnel on

its own account and shall make available, at all times, any
relievers or replacement personnel to ensure continuous and
uninterrupted service to the CLIENT.

3. RELIEVERS OR REPLACEMENT PERSONNEL.

3.1. In case any of the assigned security guard/s cannot report

for duty, an Endorsement Letter shall be provided for by the
AGENCY to the CLIENT’s Representative stating the name of
the reliever/s or replacement personnel and the date/s in
which the reliever/s or replacement personnel is set to work.
The Endorsement Letter shall be submitted to the CLIENT’s
Representative at least one (1) day prior to the date of
absence of the security guard/s, except in emergency and
other unforeseen cases whereby the AGENCY shall
immediately inform the CLIENT as soon as such
circumstance is known.

4. SERVICE FEE.

For and in consideration of the services of the AGENCY, the

CLIENT shall pay the AGENCY, a fixed monthly rate per
guard who performs twelve (12)-hour duty per day for each
month the “Service Fee”). The applicable Service Fee depends
on the prevailing Minimum Wage Rate per region, is subject

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 to the prevailing labor laws and mandatory monthly
contributions for PHILHEALTH, SSS, and Pag-IBIG Fund,
and is inclusive of Sundays and Holidays. The Service Fee for
each of the SUBJECT ESTABLISHMENT is set forth in Annex
“B”.
4.1.
4.2. The Service Fee shall be paid semi-monthly every Fifteenth
and Thirtieth day of each and every month. A two percent
(2%) interest will be imposed on any unpaid amount from the
date due until the amount is fully paid.

4.3. Should there be any change in the minimum wage law or

legislations enacted by the government changing the salaries
and/or benefits accruing to security guards and/or
personnel, the AGENCY and the CLIENT, as a matter of
principle, hereby agree that the Service Fee shall be
increased at an amount equivalent to the increase or benefits
provided for under said law, proclamation, regulation, decree
or legislation. Upon the enactment of the aforeaid legally-
mandated increase in salaries and/or benefits, the AGENCY
shall provide the CLIENT with a written notice containing the
amount of the increase in the Service Fee and the specific
legal basis and computation for such increase. Within seven
(7) business days from receipt of such written notice, the
AGENCY and CLIENT shall to agree upon the said increase
in the Service Fee as detailed in the notice sent by the
AGENCY. Should the Parties fail to meet or agree upon the
said increase in the Service Fee within the aforesaid seven (7)
– day period, then the increase in the Service Fee as stated in
the written notice shall be deemed approved and shall
become immediately effective.

5. QUALIFICATIONS. The AGENCY shall ensure that the assigned

security guards are competent and reliable. The AGENCY
guarantees and warrants that the security guards are (i)
adequately trained, are of tested ability, (ii) have good moral
character, (iii) are physically and mentally fit, (iv) possess the
qualifications required by pertinent laws, rules and regulations,
and (v) are duly licensed as security officers or security guards or
watchmen by the Philippine National Police-Civil Security Group-
Supervisory Office for Security and Investigation Agencies (“PNP-
CSG-SOSIA”) and other relevant government agencies.

The AGENCY guarantees and warrants that the assigned security

guards have been properly selected and screened such that they
have the required pre-employment and continued employment
qualifications, such as NBI and Police clearances and relevant

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 medical certificates attesting to their physical fitness; and are
highly-trained to perform their duties and responsibilities.

6. UNIFORMS AND WEAPONS. The AGENCY, at its own expense,

shall provide the assigned security guards with appropriate
uniforms and proper identification cards. The AGENCY, at its own
expense, shall further provide the assigned security guards with
the proper equipment, such as, but not limited to, licensed
firearms, armaments, and ammunitions necessary in their
performance of the services under this Contract in accordance with
the Security Plan1.

7. BASIC ORIENTATION. The AGENCY, shall conduct preliminary

basic orientation to the assigned security guards prior to their
deployment to the Premises in order to brief them on their specific
duties and responsibilities. The AGENCY may consult with the
CLIENT in matters relating to the latter’s Premises and its required
specifications in relation to its protection.

8. TRAININGS AND LECTURES. The AGENCY shall conduct regular

training seminars and lectures to ensure that their security
personnel are kept abreast and well-informed with developments in
relation to their occupation. These trainings and lectures include,
but shall not be limited to, fire prevention and control, and first aid
techniques.

9. RELATIONSHIP.

9.1. There shall be no employer-employee relationship between

the CLIENT, on one hand, and the AGENCY and its security
guards on the other hand. Hence, no representation,
guarantee or warranty extended by the AGENCY to any
person employed by it to carry out its obligations under this
Contract shall bind the CLIENT.

9.2. The AGENCY acknowledges that no authority has been

conferred upon it by the CLIENT to hire any person on behalf
of the CLIENT, and that the security guards assigned to
perform the services under this Contract are not employees
of the CLIENT and are not, in any manner, related to the
CLIENT.

9.3. It is the sole responsibility of the AGENCY to comply with all

the laws, rules and regulations pertaining to labor and
employment. The CLIENT shall not, in any way, be
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A Security Plan is a written document which shall state the number of security personnel to be
assigned to the Premises, the firearms and equipment to be utilized by the security personnel, the
security risk mitigation measures, and plan of execution, among others.

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 responsible for claims for personal injury, wages and other
employee benefits and other claims for damages, including
death, caused either to the security guard/s or to third
parties, whether such injury arises out of or in the course of,
or in any way in connection with, the performance of the
security guard/s’s duties.

9.4. In the event of a suit against the CLIENT brought by any

security guard of the AGENCY or by any government office or
agency or any other person or entity on the theory that the
CLIENT is the employer of such security guard, the AGENCY
shall assist the CLIENT in defending this Contract as an
independent contractorship contract, and the AGENCY shall
hold the CLIENT free and harmless against any judgment,
which may be rendered against the AGENCY.

9.5. It is understood that the AGENCY is legitimately engaged in

the business relative to the services for which it was engaged
by the CLIENT, endowed with capital or investments in the
form of tools, vehicles, equipment, machineries, office/work
premises and materials which are necessary in the conduct
of its business; and, as such, the AGENCY agrees and
undertakes:

a. To comply with all the requirements of the

law/ordinances and pertinent rules and regulations
governing job contracting including registration as a
legitimate independent contractor with the appropriate
office of the Department of Labor and Employment.

b. To submit satisfactory proof to the CLIENT that it has

registered its personnel/workers assigned to perform the
work and services herein required with the Social Security
System, Medicare, Pag-ibig and other appropriate
agencies for purposes of the Labor Code as well as other
laws, decrees, rules and regulations, and that it shall
remit both employer and employee contributions to said
agencies regularly.

c. To pay the wages or salaries of its personnel/workers as

well as benefits, premiums and protection in accordance
with the provisions of the Labor Code and other
applicable laws, decrees, rules and regulations
promulgated by competent authority. In this respect, the
AGENCY further undertakes to submit to the CLIENT,
within the first ten (10) days of every month, a statement
made, signed and sworn to by its duly authorized
representative before a Notary Public or other officer

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 authorized by law to administer oath, to the effect that the
AGENCY has paid all wages and salaries due to its
personnel/ workers for services rendered by them during
the month immediately preceding, including overtime if
any, and that such payments were all in accordance with
the requirements of law.

10. CONTROL AND SUPERVISION.

10.1. The AGENCY shall exercise full control and supervision over
the work of the security guards. The CLIENT shall not
exercise any control and supervision over the AGENCY and
the assigned security guards. The CLIENT may give
instructions to the AGENCY regarding specific work
assignments, subject to the discretion of the Agency, which
may, from time to time, be modified by the CLIENT
depending on the situation and exigencies of the time.

10.2. The AGENCY shall closely monitor the work performance of

its security guards. To effectively carry out this obligation,
the AGENCY shall assign Supervisors/Inspectors to monitor
performance of the assigned security guards at no cost to the
CLIENT.

10.3. Discipline, supervision, administration of and control over

the security guards to be utilized by the AGENCY in carrying
out its obligations under this Contract shall conform to the
requirements of the law and shall be exercised solely by the
AGENCY, which shall retain the sole, exclusive and absolute
right to assign, suspend, transfer, terminate and/or impose
disciplinary measures on such security guards.

10.4. The CLIENT may request for the replacement of an assigned

security personnel in the event any of the following occurs:

a. The security guard commits any criminal offense while in

the performance of his/her duties;

b. When the performance or behavior of the security guard

in line of duty becomes prejudicial to interest, safety, and
security of the Premises, the CLIENT and the CLIENT’s
employees;

c. When the behavior and demeanor of the security guard

adversely affect the goodwill, reputation and public
relations posture of the CLIENT; or

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 d. Unsatisfactory performance of the security guard.

11. LIABILITY, LOSS AND DAMAGE.

11.1. The AGENCY shall be liable for any loss or destruction of

CLIENT’s properties, provided that all of the following
conditions concur:

a. The loss or destruction is attributed to the gross

negligence of the security guard on duty and not to any
force majeure or fortuitous event;

b. The loss or destruction of the property took place within

the Premises;

c. The loss or destruction of the property occurred during

the assigned security guard’s working hours;

d. The lost or destroyed property belongs to, or was in the

custody of, the CLIENT. If the loss or destruction involves
a personal property of any personnel, client or guest of
the CLIENT, the said property must have been properly
endorsed to the AGENCY or any of the assigned security
guards;

e. The loss or destruction must be reported to the AGENCY

within twenty-four (24) hours after its occurrence or
discovery;

f. The loss or destruction shall be reported to the

appropriate police or investigation agency who has
jurisdiction over the subject matter and/or the Premises
(the “Investigating Authority”) in order to investigate the
matter. The findings of the Investigating Authority shall be
the basis of determining whether the AGENCY should be
held liable for such loss or destruction. If one of the
parties disagree with the findings of the Investigating
Authority, the matter may be brought before the proper
court of competent jurisdiction; and

g. The CLIENT and the AGENCY shall fully cooperate in the

investigation conducted by the Investigating Authority and
shall not withhold any information or records pertinent
thereto or restrain any of its employees or security guards
from testifying therein, unless such information or records
are considered as confidential information of the CLIENT

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 or the AGENCY and the disclosure is not required or
permitted by law.

11.2. The AGENCY shall not be responsible for lost or destroyed

items which are of little value such as, but not limited to,
calculators, pens, punchers, table clocks and the like, unless
these items are endorsed and placed under the control of the
security guard/s.

11.3. The AGENCY shall not be liable for losses or damages

resulting from any or all of the following: robbery in band,
mob violence, or tumultuous affray, acts of dissidents, wars,
depredations, and such other incidents, which are beyond
the security guard’s human capacity to control and resist,
provided that there is no participation or fault on the part of
the assigned security guards.

12. EFFECTIVITY AND TERM. This Contract shall take effect on

____ and shall remain effective for a period of one (1) year until
_________(the “Term”), and shall continue to be effective on a year
to year basis, unless sooner revoked, terminated or cancelled by
either Party upon written notice to the other party at least thirty
(30) days prior to the effective date of termination.

13. TERMINATION. Notwithstanding anything to the contrary set

forth herein, this Contract may be terminated and the
transactions contemplated herein abandoned:

a. by mutual agreement of the Parties;

b. by a Party (“Non-Defaulting Party”), by written notice to

the other Party (the “Defaulting Party”), if the Defaulting
Party fails to observe, perform or fulfill any material
obligations required on its part to be fulfilled under this
Contract, and the same remains to be unfulfilled or
rectified, if capable of being complied or rectified, within
30 days from notice from the Non-Defaulting Party of
such default; or

c. Upon sixty (60) days prior written notice by a Party to the

other Party.

Upon the termination of this Contract in accordance with

Paragraph 13 (a) and (c) above, the Parties shall be released from
their respective obligations under this Contract and the Parties
shall have no further rights and obligations under this Contract.

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 In case of termination pursuant to Paragraph 13 (b), the Non-
Defaulting Party shall be entitled to such remedies available to it
under this Contract and under applicable law.

14. GOVERNING LAW AND DISPUTE RESOLUTION.

14.1. This Contract shall be governed by, and construed in

accordance with, the laws of the Republic of the Philippines.

14.2. The Parties agree that in the event that there is any dispute,
controversy, claim, or difference (“Dispute”) arising out of or
relating to this Contract, any breach thereof, or in the
interpretation of any of the provisions hereof, the respective
Chief Executive Officers, or any authorized person(s) acting
for and on behalf of the Parties shall confer with each other
in good faith and attempt to settle such dispute and/or
disagreement amicably.

14.3. Any dispute and/or disagreement as to the interpretation

and application of any of the provisions herein that cannot
be settled amicably shall be resolved by the proper court of
Pasay City to the exclusion of all other courts.

15. GENERAL TERMS

15.1. Survival. The provisions of this Contract, that are, by their

sense, intended to survive the termination or expiration of
this Contract, or of any agreement with respect to each of the
SUBJECT ESTABLISHMENTS, or that contemplates
performance or observance subsequent to such termination
or expiration shall survive the termination or expiration of
this Contract and continue in full force and effect.

15.2. Indemnification. Except as otherwise indicated in this

Contract, each of the Parties shall indemnify and hold each
other, its respective officers, directors, employees, and agents
free and harmless from and against any direct loss, liability,
expenses (including litigation costs and attorney’s fees
suffered or incurred), damages, claims, or suits of all kinds
arising from the fulfillment of their respective obligations
under this Contract, except if such is due to gross, willful,
and inexcusable negligence or intentional breach by the
other party, its officers, directors, employees, or agents. The
rights of a Party to indemnification pursuant to this clause
shall be in addition to any other rights which such Party may

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 have or hereafter acquire under applicable laws. Under no
circumstances shall either Party, or any of its related parties,
be liable to the other Party in contract, tort, negligence,
breach of statutory duty or otherwise for any indirect,
consequential, special, incidental or punitive damages, or
any lost profits under this Contract.

15.3. Further Acts. The Parties agree to perform such other acts
and deeds and to execute such further agreements,
documents, and instruments as may be required or
necessary to give full effect to the provisions of this Contract
and the matters contemplated hereunder.

15.4. Assignment. The Parties may not assign their rights or

obligations under this Contract without any prior written
consent from the other Party. If such consent is given, the
rights and obligations under this Contract shall be binding
upon and accrue to the benefit of each of the Parties and
their respective successors and permitted assigns.
Notwithstanding the foregoing, the CLIENT shall have the
right to assign its rights to the Contract in favor of any of its
subsidiaries, and affiliates which shall takeover the
operation, management or custody of the Premises, subject
only to the sending of a written notice to the AGENCY stating
the name, address and contact details of the assignee
corporation and the name, position and contact details of its
duly authorized representative.

15.5. Amendments. Any amendment, modification, or waiver of

any provision of this Contract shall not take effect unless it
is stipulated in writing and signed by the duly authorized
officer of each of the Parties, and the same shall take effect
only for the period and on the conditions specified in such
written document.

15.6. No Waiver. The failure of a Party to insist, in any one or

more instances, upon strict performance of any of the
provisions of this Contract or to take advantage of any of its
right(s) hereunder shall not be construed as a waiver of any
such provisions or the relinquishment of any such rights for
the future, and the same shall continue and remain in full
force and effect.

15.7. Separability. Any provision of this Contract which is deemed

prohibited, invalidated, or unenforceable in any jurisdiction

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 shall, as to such jurisdiction, be ineffective to the extent only
of such prohibition, invalidity, or enforceability and shall not
affect other portions of this Contract.

15.8. Entire Agreement. This Contract constitutes the full and

entire understanding and agreement between the Parties,
and shall supersede all prior understandings, negotiations,
and agreements between the Parties with regard to the
subjects hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this

___day of ________, 2022 at ___________ City.

Signed in the presence of:

_____________________________ ______________________________

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