CONTRACT FOR TRUCKING

AND OTHER RELATED SERVICES

KNOW ALL MEN BY THESE PRESENTS:

This Agreement (also known as Trucker’s Service Contract or “TSC”) made and entered
into this January 1, 2022 at Malate, Manila, by and between:

RYTMATCH LOGISTICS, INC., a corporation duly organized and existing under

the Philippine Laws, with office address at Unit 1802 Jecoprime Bldg., 20th drive
Mckinley Business Park BGC Taguig City duly represented in this act by its Chief
Executive Officer, Mr. Enrique C. Castillo, hereinafter referred to as “RMLI”;

- and -

H.M INOUE TRUCKING SERVICES duly organized and existing under

Philippine Laws with office address at 101 El Bulakena Village, Saog, Marilao
Bulacan duly represented by its Owner, HERMINIGILDA M. ONOUE, hereinafter
referred to as the “TRUCKER”.

WITNESSETH:

WHEREAS, RMLI is engaged in domestic forwarding business with branches nationwide

for the transportation of cargoes. RMLI is well known for its dedication and commitment to
providing proactive and focused service excellence to its customers and clients and it has to
demand no less from its contractors providing the outsourced services needed in its business
operations. This is the basic intent of RMLI into entering this Agreement.

WHEREAS, the TRUCKER is engaged in the business of trucking and other related
services for a fee;

WHEREAS, in the operation of its business, RMLI needs trucking and other related
services;

WHEREAS, the TRUCKER represents and warrants to RMLI that it has sufficient capital,
equipment and qualified manpower to deliver quality trucking and related services to RMLI and
offered such services to RMLI;

WHEREAS, RMLI accepted the offer of the TRUCKER based on its above-mentioned
representation and warranties subject to the terms and condition set forth below;

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties
hereby agrees as follows:

1. SCOPE OF WORK

The TRUCKER shall provide and perform the following services:

1.1 Door to door trucking services, particularly transporting and/or forwarding of

cargoes owned by, shipped through, or under the care of RMLI from the
container yard/terminal to consignee’s/shipper’s warehouse/premises or vice
versa and other related services.

1.2 Depending upon the service contracted and upon the instruction of the shipper or
consignee, provide stuffing and stripping of cargoes at points of receipt and/or at
destination;
 1.3 Provision for dedicated trucks to meet RMLI trucking requirements, complete with
duly licensed and competent drivers and efficient helpers.

1.4 Maintenance and upkeep of trucks, with the TRUCKER’s warranty that all
vehicles shall always be in excellent condition.

1.5 Diligent checking and inspection of the quality and quantity of the cargoes or
goods in compliance of procedure during pick up and delivery.

1.6 Adoption and performance of all the necessary SHE (Safety/ Health &
Environment) policies to ensure that all foregoing services are undertaken in
compliance to SHE policies and the implementation of all necessary precautions
to prevent the ingress of infestation by insects and other pests, and more
generally to maintain the cargoes in good condition.

1.7 To deliver all the cargoes or goods specified in the delivery document to the
specified customer outlets within the prescribed delivery lead time. Failure to do
so shall render the TRUCKER liable for any damages that may be incurred by
RMLI due to the TRUCKER’s delay.

2. TERM OF THIS AGREEMENT

2.1 This Agreement shall be for a period of 2 years commencing on August 1, 2022
and expiring on August 1, 2024 PROVIDED, HOWEVER, THAT RMLI reserves
the right to terminate this Agreement earlier than the said term subject to service
of at least thirty (30) days written notice to the other party before the intended
date of termination. Moreover, this contract may be subject to renewal upon
mutual agreement of both parties.

2.2 TRUCKER Accreditation and Renewal

2.2.1 The TRUCKER with its fleet and personnel shall go through the standard
Fleet Accreditation process and secure accreditation to be included in the
fleet pool of RMLI.

2.2.2 Accreditation renewal shall likewise go through the accreditation activities

starting from Submission of Request for Accreditation (RFA), Due
Diligence/On-Site Audit Inspection, Evaluation of Accreditation Rating,
and Certification.

2.2.3 Upon expiration of the contract, RMLI will issue a Certificate of Renewal
based on the accreditation rating of the TRUCKER, which serves as the
new term of contract applying the same terms and conditions embodied in
this contract.

2.2.4 The accreditation rating shall apply to the TRUCKER and all the units
listed in the fleet in the RFA, inspected, accepted, and identified for
allocation to RMLI during the accreditation period. Any unit added to the
fleet of the TRUCKER or re-allocated for RMLI use shall not automatically
be accredited and assume the TRUCKER’s existing accreditation rating.
The unit shall undergo the standard fleet inspection and audit process.
Only when it passes and complies with all the requirements shall it be
issued a certificate of accreditation with the same rating.

2.2.5 Accreditation shall automatically be considered terminated and inactive at

the end of the term. Therefore, the TRUCKER and its fleet shall no longer
be eligible for trip assignment.

2.2.6 The TRUCKER shall apply for accreditation renewal using the Request
for Renewal/Review of Fleet Accreditation should the TRUCKER wish to
continue doing business with RMLI under the same terms and conditions
as stipulated in this TRUCKER’s Service Contract. Application shall be
 made at least sixty (60) calendar days before the accreditation end date.
Otherwise, RMLI shall allow the accreditation to lapse.

2.2.7 RMLI shall not be responsible for any delays in the accreditation renewal
and not be made to compensate for any potential loss in business to the
TRUCKER.

2.2.8 RMLI shall not be compelled to fast track the accreditation process to
cover for the TRUCKER’s failure to apply for renewal and comply with the
requirements.

2.2.9 The TRUCKER shall also not be granted any conditional certification if it
allows its accreditation to lapse.

2.2.10 RMLI shall not reimburse the TRUCKER any expense incurred with its
participation to the accreditation process and in complying with all the
requirements.

2.2.11 TRUCKER is strictly prohibited from entering into any sub-contracting

agreement with other truckers. However, should there be a need to
increase the number of trucks to be used by the TRUCKER in hauling,
delivering, transporting, and trucking of cargoes/products of RMLI’s client,
then the TRUCKER, with the prior consent of RMLI, may lease or rent
other truckers for this purpose. It is, however, understood that the
TRUCKER shall hold RMLI free and harmless from any liability, claims or
damages for and due to the use of the leased trucks.

2.2.12 TRUCKER shall disclose in the RFA truck units it has leased or rented to
for the hauling, delivering, transporting and trucking of cargoes/products
of RMLI’s client. The TRUCKER shall likewise disclose that RMLI shall be
free and harmless from any liability, claims or damages that may arise
utilizing these leased or rented truck units in serving RMLI client
requirements.

2.2.13 Truck units to be rented/leased by the TRUCKER shall undergo RMLI’s

inspection and audit process. Only when upon passing and complying
with all the requirements shall the trucks be utilized in the hauling,
delivering, transporting and trucking of cargoes/products of RMLI client.

2.3 Types of TRUCKER Accreditation

2.3.1 Full Accreditation shall be granted to a TRUCKER provided it has

satisfactorily complied with all the requirements and completed the
standard fleet accreditation process. This shall be formalized with the
issuance of a Certificate of Fleet Accreditation. A certificate shall be
specifically assigned to a unit and shall be therefore non-transferable.

2.3.2 Conditional Accreditation shall be granted to a TRUCKER once

requirements and standard accreditation process have not been
complied. A TRUCKER shall be issued a Certificate of Conditional Fleet
Accreditation to allow temporary truck assignment. A conditional
accreditation shall not come with an accreditation rating and shall be valid
for a limited period not to exceed thirty (30) days or a maximum of thirty
(30) trips combined with any truck type to any customer, whichever
comes first, and renewable for another thirty (30) days upon prior
approval. It cannot be extended and renewed for the same requirement.

2.3.3 However, a TRUCKER may be issued a new conditional accreditation for

a different requirement and period as RMLI business need arises.
Granting of conditional accreditation shall not automatically guarantee full
 accreditation of the TRUCKER. The TRUCKER shall still go through the
standard accreditation process and comply with all the requirements.

2.4 A certificate of a unit and/or of the TRUCKER and its entire fleet may be
suspended or revoked for the total fleet, applied to a unit, or a number of units
given the following conditions:

2.4.1 Suspension

a. Unauthorized use of a certificate to an accredited unit (to be applied to

TRUCKER and entire fleet);
b. Unauthorized use of the certificate to service customers it is not ac-
credited for (to be applied to TRUCKER and entire fleet);
c. Unauthorized deployment of personnel (drivers and helpers, not in the
accredited list) during an official trip assignment (to be applied to
TRUCKER and entire fleet);
d. Validated financial instability affecting the reliability of fleet operations
that is temporary in nature, for example failure to pay salaries of driv-
ers and helpers (to be applied to TRUCKER and entire fleet);
e. Failure to settle claims (to be applied to TRUCKER and entire fleet);
f. Failure to pass the random fleet inspection audit (to be applied to unit
only);
g. Failure to display the certificate during time of assignment (to be ap-
plied to unit only);
h. Breach of any conditions for activation anytime during the engage-
ment; and,
i. Failure to execute and deliver on Corrective Action Preventive Action
(CAPA) commitments resulting to operational issues (may be applied
to a unit only or TRUCKER and its entire fleet depending on the na-
ture of the CAPA).

2.4.2 Revocation

a. Serious breach in the terms and conditions of the TSC that cannot be
remedied or rectified within two months.
b. Involvement in a legal case that may potentially impact RMLI’s busi-
ness and/or goodwill;
c. Engagement in any illegal business;
d. Failure to disclose and/or misdeclaration of relevant information in the
RFA that could alter the accreditation rating;
e. Closure of the Third Party Logistics’ (3PL) business;
f. Change in business ownership, composition of officers, and/or other
business conditions resulting to non-compliance to RMLI policy on eli-
gibility;
g. Pre-termination of the TSC;
h. Suspension of accreditation twice within a two (2) year period; and,
i. Removal of the unit in the TRUCKER’s fleet (to be applied to unit only)

3. FLEET MAINTENANCE

3.1 Preventive Maintenance System

The TRUCKER shall implement a Preventive Maintenance System to all its units
servicing RMLI requirements. The TRUCKER shall see to it and ensure that each
of them is roadworthy and in good running condition at all times. Regularly, the
TRUCKER shall conduct inspection of its units to ensure compliance with the
quality and safety standards of RMLI as specified in this agreement.

3.2 Cargo-Worthiness of Truck Units

 The TRUCKER shall ensure that its truck units to be utilized in serving the
requirements of RMLI are cargo-worthy. The TRUCKER shall ensure that truck
units are inspected at its garage prior to serving the hauling, delivering,
transportation and trucking of cargoes/products of RMLI client. Should there be
claims or damages arising from failure to maintain the cargo-worthiness of the
truck unit being utilized, the TRUCKER shall be held fully liable, and with RMLI
free and harmless from any liability thereof.

3.3 Cargo Worthiness of Container Vans

RMLI shall ensure that any container/van due for delivery to the
shipper/consignee are cargo-worthy. Empty container vans are inspected by
RMLI’s Van Inspector using the Van Inspection Report, before these are turned
over to the TRUCKER to be utilized in picking up cargoes from the customers.
However, should there be visible physical damage on the container/van while in
the possession of the TRUCKER after pull-out from RMLI container yards or
customers’ warehouse, the TRUCKER shall be held liable for any physical
damage on the container vans as well as any cargoes contained in the van, as a
result of the TRUCKER’s negligence, act or omission.

4. ON-SITE ACCREDITATION AUDIT

On-Site Accreditation Audit shall be a mandatory prerequisite for the full accreditation of
the TRUCKER regardless if new or for renewal. The RMLI Fleet Management Group
shall conduct the on-site accreditation audit and this activity shall be executed with the
assistance of and in the presence of an authorized TRUCKER’s representative. On-site
accreditation audit shall be conducted for the purpose of validating the integrity of all the
information declared by the TRUCKER in the officially submitted RFA, checking the
availability of the prerequisite documents, and to individually inspecting the condition of
the fleet against RMLI quality and safety standards.

RMLI shall coordinate with the TRUCKER on the on-site audit to be conducted. On-site
audit schedule shall be agreed by both RMLI and the TRUCKER to eliminate any
surprises especially on the part of the TRUCKER. There is no fixed frequency or
schedule to the on-site audit.

5. COMPENSATION/SERVICE RATES

5.1 The TRUCKER shall be paid for services rendered based on the schedule of
rates, hereto attached Annex “A”, which is made an integral part hereof.
However, either party may agree to negotiate for rates other than those specified
in Annex “A” hereof upon their mutual written agreement.

5.1.1 RMLI shall issue a memo, serving as addendum to this contract under
Annex “A”, to the TRUCKER for any changes on the rates as mutually
agreed upon by RMLI and the TRUCKER.

5.2 PROCESSING OF BILLS OR INVOICES FOR PAYMENT - It is hereby clearly

understood and agreed that processing of bills or invoices for payment shall be
as follows:

5.2.1 TRUCKER’s’ billing must be submitted to RMLI within fifteen (15) days
from the completion of the trip. All TRUCKERS must submit the following:
 - RMLI Standard Statement of Account (Summary of all the trips), 2
copies
- Yellow Copy Hauling Assignment Slip (HAS)/ Trucking Waybill (with
stamped “Cleared” and acknowledged by the Proof of Delivery (POD)
staff.
- Dispatch Slip (with stamped “Cleared” and acknowledged by POD Staff
and Dispatcher)
- Other documents required by RMLI accounts/ principals.

Lost documents shall be paid in the amount of P500.00 per document to the
Cashier upon the submission of a notarized Affidavit of Loss. This amount shall
be in addition to the actual charges/loss (i.e., invoice value from the inability of
RMLI’s Principal to bill the customer) that may be incurred by RMLI from its
Principal which shall be passed on to the TRUCKER.

5.2.2 SUBMISSION OF BILLING - Submission of TRUCKER’s billing shall only

be every Monday to Wednesday from 1:00 PM to 6:00 PM at RMLI’s
Office indicated in this Agreement.

5.2.3 PROCESSING FOR PAYMENT – Processing of bills or invoices for

payment will be made within thirty (30) working days upon submission
thereof complete with the required supporting documents. However, late
bills or invoices that were submitted for payment after thirty (30) working
days from the date of completion of trips shall be processed or
entertained for payment by RMLI based on the policy on Quit Claim
issued by RMLI Finance.

5.2.4 LOST BILLING DOCUMENTS – It is hereby agreed by RMLI and the

TRUCKER that billing documents lost by the latter shall be covered by a
notarized Affidavit of Loss at the TRUCKER’s expense. Aside from the
Affidavit of Loss, TRUCKER shall also secure/produce the certified true
copy of the lost document and attach this to the Affidavit of Loss when
submitting billing to RMLI. Upon receipt of TRUCKER’s billing, RMLI shall
process and pay the TRUCKER only a portion of the billing received while
holding payment on the other portion with issue on lost billing documents.
The TRUCKER shall only be paid by RMLI on the bills with issue on lost
billing documents once the customer has already paid RMLI on these
bills. In the event that customer shall not pay RMLI on these lost billing
documents, RMLI shall likewise not pay the TRUCKER.

5.3 REGULAR SUBMISSION OF STATEMENT OF ACCOUNT - The TRUCKER

shall submit to RMLI on a regular monthly basis a recapitulation of the Statement
of Account to facilitate reconciliation and/or to ensure that the account of the
TRUCKER is updated.

5.4 The above compensation shall be deemed to already include all taxes (including
value added tax), duties and fees of whatever nature which may be due and
payable in connection with the contracted services covered by this Agreement.
Therefore, under no circumstances shall RMLI be liable to give additional
compensation or consideration other than those agreed to be paid to the
TRUCKER under this Section.

5.5 MODE OF PAYMENT – When applicable, payment of any monies due the
TRUCKER under this Agreement shall be made by Bank to Bank credit note
arrangements or offsetting to be applied to any payables, collectibles or any sum
of money payable to the TRUCKER by RMLI arising out of or in connection with
any and all kinds of obligations of RMLI to the TRUCKER whether now or
hereafter existing.

5.6 Any bills which are found invalid or fictitious shall not be acknowledged by RMLI.
If, however, these bills may discovered invalid or fictitious only after they have
been paid for and settled by RMLI, RMLI is entitled for the refund of the amount
 paid plus damages in the amount equivalent to fifty percent (50%) of the gross
amount paid. This is without prejudice to the right of RMLI to resort to any other
legal remedies.

6. HIRING AND DEPLOYMENT OF EMPLOYEES

The TRUCKER hereby acknowledges that it is an independent contractor and its

employees are its own employees and not that of RMLI. In view of this, it is hereby
agreed that:

6.1 The TRUCKER shall, without interference from RMLI, hire for its own account and
deploy adequate number of physically fit and mentally capable employees or
other personnel, whether permanent, temporary or probationary (TRUCKER’s
Employees) who shall provide the services contracted under this Agreement and
who shall be exclusively under the direct supervision and control of the
TRUCKER. Accordingly, the TRUCKER shall also have the exclusive right to
impose disciplinary action and/or terminate the services of the TRUCKER’s
Employees for cause as provided by law.

6.2 The TRUCKER shall, at all times strictly comply with the provisions of the Labor
Code of the Philippines, the Social Security System Act (SSS), the Philhealth
Law, HDMF and other pertinent labor and social legislations and the TRUCKER
shall be solely and exclusively liable for any and all claims of its employees due
to any non-compliance or violations thereof.

6.3 Not being the employer of the TRUCKER’s Employees, RMLI shall not in any
way be liable or responsible for any claims for unpaid wages or compensation, or
other benefits due the TRUCKER’s Employees as well as claims for personal
injury(ies) including death, or damages sustained by them.

6.4 The TRUCKER shall likewise be liable for any damages or injuries including
death caused by its TRUCKER’s Employees to any person or third parties.

6.5 The TRUCKER hereby holds RMLI free and harmless from all the abovementioned
claims and liabilities and in the event of any litigation before the courts or other
quasi-judicial or administrative bodies such as the National Labor Relations
Commission (“NLRC”) involving a claim, monetary or otherwise by TRUCKER’s
Employees or by third parties and RMLI is made a party defendant thereto, the
TRUCKER hereby unconditionally undertakes, for its own account, to defend
RMLI and have the said case/s dismissed. PROVIDED, HOWEVER, that RMLI at
its sole option and discretion, may engage the services of its own legal counsel
for the exclusive account of the TRUCKER. Consequently, the attorneys’ fees,
legal expenses and cost of the suit shall be fully reimbursed by the TRUCKER to
RMLI. In the event that RMLI is adjudged to pay for such claims or liabilities, the
TRUCKER shall likewise fully reimburse RMLI for the same.

6.6 In this regard, the TRUCKER is hereby required to submit to RMLI a duly notarized
statement of each employee, driver, helper and other personnel of the
TRUCKER, expressly stating to the effect they are not employees of the RMLI,
and therefore, RMLI is free, released and exempt from any and all liabilities in
any labor and civil
disputes between the TRUCKER and its employees, drivers, helpers or other
personnel.

7. SERVICE LEVEL AGREEMENT

7.1 To ensure that the high level of standard of RMLI services as well as the goodwill
and image of RMLI are constantly maintained, the TRUCKER hereby agrees to
strictly abide by and comply with the provisions of the Service Level Contract
which is made an integral part hereto as Annex “B“.
 7.2 To objectively measure the TRUCKER’s reliability to deliver the business
requirements and capability to represent RMLI with its customers, RMLI shall
implement a Performance Management process to monitor the TRUCKER’s
performance. With this, the TRUCKER hereby agrees to observe the set of key
performance indicators (“KPI”), to monitor its performance which shall be
reviewed during the monthly TRUCKER’s meeting presented through the
TRUCKER’s Performance Report.

7.3 A serious decline in performance for three (3) or more consecutive months shall
trigger a review of the accreditation of the TRUCKER.

8. COMPLIANCE WITH COMPANY RULES

8.1 The TRUCKER agrees and commits to comply with the rules and regulations
which RMLI (or with RMLI’s account/ principal) may, from time to time,
promulgate regarding peace and order, security and sanitation within the
premises of RMLI (or with RMLI’s account/ principal) and Integrated
Management System for Safety, Health, Environment and Quality. In complying
with this commitment, the TRUCKER shall adopt and strictly implement the
provisions of TABLE OF DISCIPLINARY ACTIONS, made an integral part hereof
as Annex “C” and shall impose the corresponding sanctions in case of violations
of the provisions thereof. In the event that TRUCKER is unable to comply with its
obligations under this Section, RMLI may, at its sole option and discretion,
suspend the services of the TRUCKER.

8.2 The TRUCKER undertakes to enforce a policy against the use of prohibited
drugs among its employees, and shall regularly administer a drug test on its
employees in accordance with a testing procedure acceptable to RMLI.

8.3 Likewise, the TRUCKER agrees and commits that it shall be involved and/or have its
drivers undergo, at its own expense, Safety, Health and Environment (“SHE”)
programs and trainings as enumerated below:

8.3.1 Defensive Driving Course

8.3.2 Fatigue and Stress Management
8.3.3 Vehicle Preventive Maintenance
8.3.4 Journey Management Plan
8.3.5 Road Safety Program/Forum/Conference

9. ASSIGNMENT TO THIRD PARTIES

If necessary, under certain circumstances such as, but not limited to, work interruptions
due to labor or other related activities by the TRUCKER’s Employees or other personnel
or the TRUCKER is otherwise unable to provide the assigned services, the TRUCKER
hereby agrees that RMLI may undertake at the TRUCKER’s own expense and with the
use of its tools, equipment or other machinery the performance of the TRUCKER’s
duties under this Agreement or RMLI may assign the same to a third party, without
assistance or interference from the TRUCKER or its personnel.

In case the TRUCKER anticipates its inability to deliver or haul and decides to hire other
TRUCKER, then such TRUCKER should pass the RMLI qualification screening and
evaluation before its hiring should be approved. The assignee TRUCKER must respect
the provisions of this contract and be compliant therewith.

10. TAXES AND LICENSES

10.1 The TRUCKER shall for its own account, pay all taxes (including value-added
tax), charges or fees that the government may asses or levy by virtue of this
Agreement and the TRUCKER shall likewise secure the necessary licenses,
LTFRB franchises, permits and other requirements needed in the performance of
the services herein contracted.
 10.2 The TRUCKER shall also strictly comply with all the laws, ordinances and rules
and regulations of both the national and local governments applicable to this
Agreement or in the performance of its services. Otherwise, the TRUCKER shall
be liable for all penalties or damages, imposable or recoverable, for not paying
the required national and local taxes and not securing the necessary permits or
licenses or for non-observance of said laws, ordinances, and rules and
regulations.

11. REPRESENTATION AND WARRANTY ON SUBSTANTIAL CAPITAL OR

INVESTMENT

The TRUCKER hereby represents and warrants unto RMLI that it has substantial capital
or investment to carry out its obligations under this Agreement. The term
“SUBSTANTIAL CAPITAL OR INVESTMENT” refers to the adequacy of resources
actually and directly used by the TRUCKER in the performance or completion of the job,
work or service it contracted out. It may refer to capital stocks and subscribed
capitalization in the case of corporations, tools, equipment, implements, machinery,
uniforms, protective gear, or safety devices actually used in the performance of the job,
work or service contracted out. It likewise includes operating costs, administrative costs
such as training and overhead costs, and such expenses as are necessary to enable the
TRUCKER to exercise control, supervision or direction over its employees in all aspects
of performing or completing the job or service contracted out.

12. REPRESENTATION AND WARRANTIES OF THE TRUCKER

The TRUCKER hereby represents and warrants that:

12.1 It is registered with the Social Security System (“SSS”), Pag-IBIG, Philhealth and
the Home Development Mutual Fund (“HDMF”) when applicable, with the
Department of Labor and Employment (DOLE) as an independent contractor of
good standing and the TRUCKER shall provide RMLI with copies of such
registrations within 3 days from execution of this contract.

12.2All Contractual Employees assigned to RMLI pursuant to this Agreement are

covered by SSS, Philhealth, Employer’s Compensation Commission (“ECC”),
Pag-ibig and all other legal requirements. The TRUCKER being the employer, it
shall be responsible for the payment of SSS, Philhealth and ECC contribution
premiums of its employees and shall furnish RMLI copies of such payments at a
regular interval of every three (3) months starting from the date of the effectivity
of this Agreement;

12.3It can enter into this Agreement and if a corporation, has the necessary board
approval for this purpose and/or that entering into this Agreement does not
contravene its Articles of Incorporation or violate any Agreement that the
TRUCKER may have entered into with other third parties.

12.4 It has not given or entertained any solicitation for any loan, gift, consideration,
commission, reward, grant  or endowment,  to any officer, employee or
representative of RMLI in connection with the negotiation, signing or
implementation of this Agreement; TRUCKER undertakes that it shall never
attempt to give any loan, gift, consideration, commission, reward, grant  or
endowment,  to any officer, employee or representative of RMLI in connection
with any agreement, deal or arrangement with RMLI and shall immediately report
to RMLI management any attempt by any officer, employee or representative of
RMLI to solicit any loan, gift, consideration, commission, reward, grant  or
endowment in connection with any agreement, deal or arrangement with RMLI.

It is also acknowledged and agreed that any breach of this provision gives RMLI
the right to immediately cancel and terminate this contract without prejudice to
any civil or criminal action that may be brought by RMLI in connection with such
breach in the future.
 12.5It has not withheld any material information from RMLI. A material information,
among others, is one where, had RMLI known of such fact at any stage of the
negotiation, signing and execution of this Agreement, RMLI would not have
entered into this Agreement.

12.6If a corporation, the person signing this Agreement has been duly authorized by its
Board of Directors and that it shall furnish RMLI a copy of the pertinent Board
Resolution upon signing of this Contract.

13. LIABILITY OF THE TRUCKER DOING BACKLOADING / BACKHAULING

Backloading/Backhauling is a procedure wherein truckers with inbound delivery, instead

of returning the container to the pier for inspection after container has been emptied, will
immediately proceed to the customer of RMLI and utilize the container for pick-up.
Should a TRUCKER opt to do backloading/backhauling, he unconditionally commits
himself to be solely and directly liable and to be charged to pay for the claim by RMLI’s
customers due to wettage and resulting damage to goods/products.

14. LOSS, PENALTIES, DAMAGE OR DESTRUCTION

14.1The TRUCKER hereby accepts any and all liability for any loss or damages arising
out of or in connection with the performance of the services contracted under this
Agreement including, but not limited to shortages, damage to or pilferage of any
cargo, containers, trailers, and any other equipment or property entrusted to it by
RMLI whether the said equipment or property be the property of RMLI or any of
its customers or third party due to any causes attributable to the TRUCKER’s
negligence, act or omission while or during hustling, delivery and pick-up.

14.2 The TRUCKER shall be liable and shall hold RMLI free and harmless for the
following:

14.2.1 Claim for any and all damage to or loss of cargo, containers, trailers,
property, equipment, buildings, fixtures, fittings, walls, fences and posts,
roadways and sidewalks in or around the premises occupied, leased or at
which place RMLI conducts any of its business.

14.2.2 Claim for any personal injury or death of any person, (including
employees of RMLI or of the TRUCKER), due to any act or omission,
error or negligence of the TRUCKER or any of its employees or other
personnel employed by him, such as but not limited to medical, legal and
investigation expenses, and the expenses incurred in minimizing the
costs or effects of any such claim.

14.2.3 Accordingly, the TRUCKER shall indemnify RMLI for any customer-
imposed delivery penalties. Actual loss that may be incurred by RMLI
from its Principal shall be passed on to the TRUCKER.

14.3 To enforce its rights as herein provided, it is hereby agreed that RMLI is
authorized by the TRUCKER to make deductions from any payments or other
monies due the TRUCKER after proper verification and investigation.

14.4 TRUCKER shall be exclusively liable for any damage to, or loss of cargoes or
goods from the time cargoes or goods are being loaded unto TRUCKER’s trucks,
while the cargoes are in transit and until they are unloaded at destination and
placed in the custody of the consignee. This liability includes losses caused by
robbery, theft, hijack, pilferage, fraud, sabotage, other criminal acts and
accidents.
 14.5The TRUCKER is likewise liable for any backload arising from trade returns and
from rejections upon delivery (“RUD”) to the consignee. The TRUCKER’s
responsibility on the backload shall cover from receipt of backload from the
consignee up to its transportation in transit and turnover to RMLI.

14.6The TRUCKER under this agreement is prohibited to dispose bad orders (“BO”)
picked up from any RMLI customer as part of trade returns/reverse logistics.
TRUCKER’s violation allows RMLI to suspend or terminate this contract.

15. SURETY BOND & INSURANCE

15.1 To guarantee the faithful performance of, and compliance with, all the liabilities
and obligations of the TRUCKER under this Agreement and to protect RMLI from
whatever liabilities and obligations, financial or otherwise, especially those arising
from any kind of loss of (including pilferages, shortages or hijacking) or damage
to the cargoes, containers or trailers, and other equipment or property belonging
to, or entrusted to it by RMLI, the TRUCKER shall put up and maintain during the
term of this Agreement or renewal thereof the following:

15.1.1 A surety bond in favor of RMLI in the sum of ONE MILLION

PESOS (P1,000,000.00) to be secured from a reputable Surety and
Bonding Company acceptable to, or to be chosen by, RMLI with a yearly
premium to be shouldered by the TRUCKER.

15.1.2 Merchandise floater insurance to answer for hijacking, omission of

TRUCKER’s employees, representatives or drivers or for fortuitous events
while the goods, cargoes, etc. are in their custody and that cover will be
secured from a reputable Insurance Company acceptable to, or to be
chosen by, RMLI. Insurance Table per truck type is shown below for
reference:

Truck Type Insurance Amount Remarks

Tractor Head P4,000,000.00 For 40-footer
P2,000,000.00 For 20-footer
Wing Van (40footer) P3,000,000.00
Wing Van (10W WV) P2,000,000.00
Forward (6W) P1,200,000.00
Canter (6W) P1,000,000.00
Closed Van (4W) P750,000.00
AUV P500,000.00

15.2The posting of the bond and procurement of the insurance shall be subject to the
following terms and conditions:

15.2.1 The posting of the bond and insurance shall not be a limitation on
the TRUCKER’s liability. Should the liability of the TRUCKER exceed the
amount posted and insurance procured, the TRUCKER shall continue to

be liable for the payment of the deficiency which shall be made in cash
payable within thirty (30) days from receipt of the written notice from
RMLI.
 15.2.2 Should the payment of the insurance or bonding company be
longer than forty-five (45) days from the date of payment to claimants, if
advanced by RMLI, RMLI shall be entitled to charge legal interest from
the date of such payment at prevailing market/interest rate and deduct the
amount so advanced from the billing payments due the TRUCKER.

15.2.3 Should the bond posted by the TRUCKER be already utilized by

RMLI for reasons stated under this Agreement, the TRUCKER shall put
up another surety bond for the same amount and under the same terms
and conditions as the original one, within thirty (30) days after full
utilization of the original bond. Otherwise, RMLI may suspend the
operation of the TRUCKER until the bond is fully replenished.

In the event that the TRUCKER violates or fails to fully observe and
comply with any of the stipulations, covenants and undertakings herein
above specified, the Bond posted to guarantee the same shall be forfeited
in favor of RMLI, without prejudice to whatever action RMLI may take for
any damage it may have suffered as a result of said violation.

In addition, RMLI may consider this contract rescinded or cancelled and

have the further prosecution of the work undertaken by another.
PROVIDED, HOWEVER, that the TRUCKER in this case shall be entitled
to payment to the extent of what it has thus satisfactorily accomplished or
completed as determined by RMLI.

15.3As proof of compliance with the foregoing provisions, the TRUCKER shall furnish
RMLI copies of the bond and the floater insurance policy within ten (10) days
from the execution of this Agreement.

16. OTHER SECURITY

In the event that the resultant liabilities of the TRUCKER arising out of or in connection
with this Agreement exceeds the bond or floater insurance posted under this Agreement,
the TRUCKER hereby unconditionally agrees that as an added security, RMLI shall
have a preferred lien over the properties, real or personal, of the TRUCKER.
Consequently the TRUCKER hereby agrees not to resist the taking possession of the
said properties wherever they may be found or located with or without court order, nor
shall the TRUCKER resist any prayer for attachment over said properties. To fully
implement this Agreement, the TRUCKER shall not hold RMLI liable, civilly or otherwise,
in enforcing its rights herein.

17. QUALITY MANAGEMENT SYSTEM

17.1The TRUCKER shall submit and abide by the Quality Management System imposed
in any RMLI vicinity including warehouses, operations offices and key clients
wherein RMLI sees and serves as their principal.

17.2The TRUCKER shall provide all the necessary Personal Protective Equipment

(“PPEs”) and truck safety requirements for their protection against any
hazards in the work place.

Personnel under the said TRUCKER shall undergo Safety, Health and
Environment seminar or orientation to enable them to protect
themselves .

17.3As RMLI’s business partner, the TRUCKER shall likewise strongly uphold RMLI’s
customer requirements, as well as recognize and understand the health and
safety risks and the environmental impacts associated with our operations and
services.
 Hence, the TRUCKER shall implement a proactive Integrated Management
System with the following objectives:

a. To prevent injury and ill health;

b. To prevent pollution and promote environmental sustainability;
c. To comply with laws, regulations and other relevant requirements;
d. To satisfy our customers and other stakeholders, and
e. To drive continual improvement.

18. NOTICES, REQUESTS, DEMANDS AND OTHER COMMUNICATION

18.1 All notices, requests, demands and other communications by one party to the
other shall be in writing and shall be sent to their respective address specified
below, or at such other address as shall be designated in writing by either party
to the other.

For RMLI:

RYTMATCH LOGISTICS, INC

Room 301 DLR Bldg Mabini St. Malate, Manila

For the TRUCKER:

Attn.: HERMINIGILDA M. ONOUE

Tel. No.: ____________________
Fax No.: ____________________

18.2 Each notice, request, demand or other communication delivered shall be

effective as follows:

18.2.1 If by personal delivery, when received.

18.2.2 If by mail, upon actual receipt or on the date five (5) days after delivery of
the registry notice to the addressee if the mail has been deposited with
the post office, registered first class, postage pre-paid.

18.2.3 If by electronic mail, when transmitted correctly addressed.

18.3 Notices of claim shall be referred to either party within THIRTY (30) days from
the date the claim is received or from the date of the incident giving rise to the
claim if known by either party, whichever is earlier.

19. AMENDMENTS, SUPPLEMENTS

19.1 This Agreement may not be amended, added to or otherwise modified except by
mutual agreement in writing duly signed by both parties.

19.2 The parties may, from time to time, also enter into a supplemental agreement for
one or more of the following purposes:

19.2.1 To make such other provisions concerning matters or questions arising

under this Agreement, as the parties may deem necessary or desirable
which provision shall not, however, adversely affect the interest of RMLI.
 19.2.2 To add or delete such provisions as may be necessary to make this
Agreement conform to the requirements of law, whether now or hereafter
in effect.

19.2.3 Upon amendment or execution of any supplemental agreement, this

Agreement shall be deemed to have been modified, amended or
supplemented in accordance therewith and all its terms and conditions
shall be deemed, for all purposes, to be part of the terms and conditions
of this Agreement.

20. TERMINATION OF THE AGREEMENT

20.1 RMLI reserves the right to terminate this Agreement before the expiration of its
term in case of violation by the TRUCKER of any of the terms and conditions of
this Agreement or in case any of its representations and warranties is discovered
to be false or incorrect.

20.2 Consistent with the policy on accreditation, a serious decline in the TRUCKER’s
performance for three (3) or more consecutive months shall trigger a review for
the accreditation. Termination of contract shall be the last resort after aggressive
steps have been taken to improve performance.

20.3 During the term of this Agreement, either party may also terminate the same should
any of the following events occur:

20.3.1 Either party is dissolved, enters into liquidation, or ceases to do business;

20.3.2 Either party becomes insolvent or bankrupt or is subjected to the filing of

judicial process under the law relating to insolvency or bankruptcy; and

20.3.3 There is a material change in the ownership of either party.

20.4 In case there are grounds for termination prior to the expiration of the period agreed
upon under this Agreement, RMLI can immediately terminate this Agreement upon
service of a written notice to the TRUCKER; provided, however, that at its
exclusive option or discretion RMLI may ask the TRUCKER to rectify the violation
in lieu of termination within the time specified in the notice/demand to be given to
the TRUCKER. If the violation is not rectified within the period specified by RMLI,
the latter may immediately terminate this Agreement without need of further notice
and without necessity of court action.

21. LIABILITY OF TRUCKER AFTER TERMINATION OF THE AGREEMENT

Termination of this Agreement for any cause shall not release the TRUCKER from any
liability which at the time of the termination has already accrued to RMLI or which may
thereafter accrue in respect of any act or omission committed prior to such termination.

22. PERFORMANCE OF ACTS AND EXECUTION OF DOCUMENTS

The TRUCKER agrees to do all acts and things necessary and execute all deeds,
documents or other papers which from time to time may be reasonably required by RMLI
to give full effect and/or to fully implement the terms and conditions of this Agreement.

23. FAILURE TO INSIST PERFORMANCE/WAIVER OF BREACH

The failure of either party to insist upon the performance of any of the terms and
conditions of this Agreement, or the waiver of any breach of any of the terms and
conditions thereof, shall not be construed as thereafter waiving any such terms and
conditions nor such waiver be construed to be a waiver of any other antecedent or
subsequent breach of any of the terms and conditions of this Agreement but the same
shall continue and remain in full force and effect as if no such forbearance or waiver had
 occurred. Any waiver by RMLI shall be valid and effective only where such waiver is
given in writing.

24. ASSIGNMENT OF RIGHTS

The TRUCKER shall not have the right to assign any of its rights and obligations under
this Agreement without the prior written consent of RMLI.

25. BINDING UPON ASSIGNS AND SUCCESSORS-IN-INTEREST

This Agreement is binding upon the respective assigns and successors-in-interest of the
parties hereto.

26. SEVERABILITY

If any provision, term or condition of this Agreement or the application thereof to any
person or circumstance shall be for any reason be held invalid or unenforceable, then
the same shall not adversely affect or impair the validity and enforceability of the other
provisions, terms, and conditions hereof.

27. MEDIATION

In case of dispute arising out of this Contract, RMLI and the TRUCKER hereby agree to
submit themselves to mediation. The mediation shall be facilitated by a mediator jointly
chosen by RMLI and the TRUCKER. RMLI and the TRUCKER shall equally shoulder
the mediation fees and expenses. Both parties agree to refrain from adversarial legal
proceedings (except in the case of an emergency necessitating such action) while the
mediation process is ongoing.

28. COURT ACTION AND LIABILITY FOR ATTORNEYS AND OTHER DAMAGES

The Parties have agreed that in case of legal disputes or any judicial action arising from
this Agreement, the venue of any court action shall exclusively be with the proper courts
of Taguig City. The party at fault shall pay the aggrieved party attorney’s fees in the sum
equivalent to twenty-five percent (25%) of the principal claim, plus interests and other
cost of litigation.

29. ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive statement of the terms and
conditions of this Agreement between the parties. No statement or agreement, whether
written or oral, made prior to the execution hereof, and no prior conduct or practice of
either party shall vary or modify the written terms and conditions set forth in this
Agreement. No amendment, additions, or variations of the terms and conditions of this
Agreement shall be valid unless made in writing and signed by both parties hereto.

30. UNDERSTANDING AND ACCEPTANCE

Each of the parties of this Agreement hereby acknowledges that it has carefully read
each and every provision of this Agreement as well as all the contents of its annexes and
attachments and therefore it has full understanding of the meaning and full implications
thereof before it signed this Agreement.

31. CONFIDENTIALITY

It is hereby understood that any information or data received by or conveyed to the

TRUCKER or to TRUCKER’s employees, or made known to TRUCKER’s employees in
any manner in the course of his or her assignment with RMLI, is confidential and the
TRUCKER cannot, without the consent of RMLI, divulge the information or data to any
party.
 Divulgence of such daa and confidential information, knowledge of which was acquired
by the TRUCKER or TRUCKER’s employee on the discharge of his or her duties or
making the same known in any manner, whether willful or unknowingly, constitute a
breach of this Agreement and entitles RMLI to the immediate termination of the
Agreement, without prejudice to the TRUCKER’s liabilities under the law.

The duties and liabilities under this section shall remain in effect after the expiration of
this contract or its termination for whatever reason. This section shall continue to bind
the TRUCKER’s employees even after they have ceased to be employees of the
TRUCKER. The TRUCKER hereby undertakes to inform its employees on their duties
and liabilities under this section. A breach of this section by the TRUCKER’s former
employee gives rise to the presumption that the said employee was not properly
informed on this, section by the TRUCKER, and the TRUCKER shall be, liable for the
said former employee’s actions, unless the TRUCKER can prove to RMLI’s satisfaction
that the former employee was duly informed.

32. NON-COMPETE PROVISIONS

To protect the business of RMLI, TRUCKER hereby agrees that during the term of this
Agreement and any extension and renewal, and within six (6) months from termination,
expiration or non-renewal of this Agreement, TRUCKER shall not, without the written
consent of RMLI, perform, directly or indirectly, for its own account, or as an agent,
partner, stockholder or otherwise, the services for any of the principals or clients of
RMLI. Similarly, TRUCKER shall not enter into any contractual relationship or perform
any services, in any form, with the accounts, principals or clients of RMLI.
S
In the event that TRUCKER violates the provisions of this section, RMLI will require
defaulting party to submit a written explanation on the violation. Should RMLI find the
written explanation to be unsatisfactory, TRUCKER hereby agrees to indemnify RMLI the
amount of Two Million Pesos (Php2,000,000.00) as and by way of liquidated damages,
without prejudice to any other right or remedy available under applicable law.

33. MISCELLANEOUS:

TRUCKER undertakes not to disclose the RMLI freight rates and its client agreements to
third parties without prior written consent of RMLI. Breach of this provision shall render
TRUCKER liable for liquidated damages of P 2,000,000.00.

IN WITNESS WHEREOF, the Parties hereto have hereunto affixed their signatures this
_____________________ at _______________________________.

By: By:

ENRIQUE C. CASTILLO HERMINIGILDA M. ONOUE.

Proprietor

Of: RYTMATCH LOGISTICS, INC. Of: H.M INOUE TRUCKING SERVICES

SIGNED IN THE PRESENCE OF:

EFREN P. NOVILLA ___________________________

Representative TRUCKER’s Representative
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

_____________________________) S.S

BEFORE ME, a Notary Public for and in the above place, personally appeared the
following:

NAME SSS ID No./TIN

1. ENRIQUE C. CASTILLO __104-920-515_____

2. H.M INOUE TRUCKING SERVICES _______________

known to me to be the same persons who executed the foregoing Contract for Trucking and
Other Related Services and acknowledged to me that the same is their free and voluntary act
and deed as well as that of the corporation herein represented.

WITNESS MY HAND AND NOTARIAL SEAL on the date and place first above written.

NOTARY PUBLIC

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of 2022.