CONSULTANCY SERVICES AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement, made and entered by and between:

a corporation duly organized and existing by and under Philippine laws,
with principal office address at referred to as the "COMPANY";

-and-

______________________, Filipino, of legal age, (single/married), with

postal address at ___________________________________, and
hereinafter referred to as the "CONSULTANT";

WITNESSETH:

WHEREAS, the COMPANY is engaged in the business of providing high quality

virtual assistant services as well as value-added solutions to small-medium enterprises,
professionals, and entrepreneurs, among others;

WHEREAS, the COMPANY is in need of a (designation/position) who will

work in furtherance and in connection with the business of the COMPANY and such
duties specifically assigned to him as follows:

a. ____________________________________________________________;
b. ____________________________________________________________;
c. ____________________________________________________________;
1.1. consultancy services with other companies, firms, enterprises, and/or individuals,
so as to avoid and prevent any conflict of interest among them.

1.2. The CONSULTANT is authorized and empowered to enter into any contract
with any person, firm or corporation on behalf of the COMPANY in any matter
whatsoever, subject to the prior written approval and consent of its Managing
Director, or in her absence, any person authorized therein.

1.3. The CONSULTANT shall render work for the COMPANY by way of a “Work
From Home” basis, subject to certain terms and condition that the COMPANY
may provide,

1.4. The COMPANY may, at any given time, assign the CONSULTANT to work for
a specific client and cater its needs and services under such terms and conditions
entered with the COMPANY, and in no way that such will create an employer-
employee relationship between the CONSULTANT and the COMPANY’s
client.

2. COMPENSATION. The COMPANY shall make payment to the CONSULTANT

and agrees to accept the sum of ______________________________ Pesos (PhP
__________) per hour, for a minimum of _______ (___) hours per day, accumulated
and payable every 15th of the month, subject to applicable taxes and other
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government-mandated deductions and/or contributions. The said amount shall be

CONFIDENTIAL in nature since the same is dependent on the qualifications of the
CONSULTANT, including his/her skills and abilities, in relation to the position the
CONSULTANT is being hired and the duties and responsibilities the
CONSULTANT must perform. Additionally, both the COMPANY and the
CONSULTANT agree and will observe a “no work, no pay” policy.

Since a “no work, no pay” policy is being implemented, it is the responsibility of the
CONSULTANT, so as not to disrupt the operations of the COMPANY, to notify the
COMPANY by way of a call or text message, at least five (5) hours before the
scheduled shift, that the said CONSULTANT will not or cannot attend/work on
his/her scheduled shift. Failure on the part of the CONSULTANT, or a “no call, no
show”, shall be a ground for disciplinary action which in turn will prompt the
COMPANY to deduct two (2) days WORTH of salary from the said
CONSULTANT.

Lastly, any and all bonuses or incentives, or any renumeration thereof in whatever
form, shall be dependent upon the sole discretion of the COMPANY’s clients, if
warranted, based on the CONSULTANT’s performances.

3. OTHER BENEFITS AND EXPENSES. The CONSULTANT shall be entitled

during the term of this Agreement to the following:

3.1. Leave Benefits. The CONSULTANT shall be entitled to five (5) days leave
with pay during each year of service, which may be availed of separately, or at
most, the same may be availed of two (2) days consecutively, except for
emergency purposes depending on the circumstances. The CONSULTANT shall
notify the COMPANY in writing prior to the date/s he/she wishes to avail of the
above-mentioned leave for that year. The COMPANY reserves the right to
reschedule the date of the leave as applied for the CONSULTANT under
circumstances the COMPANY deems appropriate.

3.2 CONSULTANT Benefits. The CONSULTANT shall be entitled to all other

benefits generally applicable to the CONSULTANTS of the COMPANY which
are currently in existence or those which hereafter maybe adopted by the
COMPANY.

4. CONFIDENTIAL INFORMATION. "Confidential Information" shall be defined

for the purpose of this agreement as information (1) disclosed to the CONSULTANT
or known or gathered by the CONSULTANT as a consequence of or through his/her
employment by the COMPANY and (2) not generally known to the industry in which
the COMPANY is or may become engaged in about the COMPANY's services,
products, know hows, secret ingredients, administrative services or methods of doing
business, including, but not limited to, information relating to trade secrets, marketing
techniques and programs, dates, figures, projections, costs, methods of operation,
identity of plans or administrative services, estimates, customer/client lists,
customer/client history, personnel history, financial statements, accounting procedures
and business techniques.

4.1. That the CONSULTANT will not during his/her term of consultancy or after
termination thereof, irrespective of the time, manner, or cause of the termination
of the said consultancy services, directly or indirectly disclose to any person, firm
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or corporation any of the above Confidential Information that he/she shall have
acquired during his/her term of consultancy. Additionally, in furtherance thereto,
the CONSULTANT is prohibited from putting the customer’s/client’s name in
the resume, and treat, in particular, the records of the customers/clients as
confidential information.

4.2. The CONSULTANT agrees that he/she will not, during his/her consultancy by
the COMPANY, or at any time, thereafter, interfere with disrupt, or attempt to
interfere with or disrupt, directly or indirectly, any business relationship,
contractual or otherwise, between the COMPANY and any other party, including
clients or prospective clients, suppliers, agents, or other CONSULTANTS of the
COMPANY.

4.3. That upon the termination of said consultancy services, irrespective of the time,
manner, or cause of said termination, the CONSULTANT will surrender to the
COMPANY all information written or otherwise in connection with the
COMPANY's customers/clients or business as well as other property of the
COMPANY.

4.4. The CONSULTANT acknowledges that all documents, files, customer lists,
information and data in his/her possession or custody, whether gathered by the
CONSULTANT or any other person, and whether reduced into writing through
whatever medium, relating to the business activities of the COMPANY, are and
shall remain the sole and exclusive property of the COMPANY.

4.5. The CONSULTANT recognizes that immediate and irreparable damages will be
caused to the COMPANY if the CONSULTANT breaches any of the terms and
conditions stated under Paragraph 4 and all the Sub-paragraphs thereunder.
Accordingly, the CONSULTANT hereby consents to the entry of temporary,
preliminary, and permanent injunctive relief by any other court of competent
jurisdictions against him to restrain any such breach, in addition to any other
remedies or claims for money damages that the COMPANY may seek. The
CONSULTANT further agrees to render an equitable accounting of all earnings,
profits and other benefits arising from such violations, and to pay all costs and
counsel's fees incurred by the COMPANY in enforcing its rights hereunder.

4.6. To emphasize, and as a matter of an exception due to its sensitivity and the effect
on it towards the COMPANY and/or the COMPANY’s client, any and all
renumeration, either by way of salaries and other benefits that the
CONSULTANT is entitled to, given by the COMPANY or by the
COMPANY’s client (with knowledge/consent of the COMPANY), shall be
treated as part of the confidential information that the CONSULTANT cannot
disclose to his/her co-workers or peers, as the case may be.

5. NON-COMPETITION. In further consideration of the consultancy services, the

CONSULTANT shall not engage in or be involved in a business in any manner
whether as owner, director, shareholder, or consultant, similar to, or in competition
with, the COMPANY's or the COMPANY's affiliated businesses during the term of
his/her consultancy, or, more importantly, the CONSULTANT is PROHIBITED
from acquiring and/or dealing, DIRECTLY or INDIRECTLY, any and all of the
COMPANY’s clients, as his/her own personal capacity, whether or not the said
CONSULTANT is assigned thereof, or be personally employed therein, DIRECTLY
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or INDIRECTLY, for a period of twelve (12) months after the CONSULTANT's

tenure with the COMPANY.

5.1. The CONSULTANT shall not request any customer/client of any business that
being conducted or contemplated by the COMPANY, or its affiliates, to curtail or
cancel their business with the COMPANY or its affiliates.

5.2. The CONSULTANT shall not disclose to any person, firm, or corporation, any
trade, technical or technological secrets, any details of organizations or business
affairs, any names of past or present customers/clients of the COMPANY or its
affiliates or any other information relating to the businesses or their affiliates.

5.3. The CONSULTANT shall not solicit, canvass, or accept any business or
transaction for any other person, firm, or corporation or business similar to any
business of the COMPANY or its affiliates.

6. ENTIRETY. This agreement constitutes the entire agreement between the parties
hereto and supersedes all prior negotiations, undertakings, and agreements, whether
oral or written, of any nature whatsoever, with respect to the term of employment that
is the subject matter hereof, and there are no representations, warranties,
understandings or agreements other than those expressly set forth herein between the
COMPANY and the CONSULTANT. This agreement cannot be changed, modified,
or terminated unless, if in writing, and signed by the parties hereto. The validity,
interpretation, construction, and enforcement of this agreement shall be governed by
the applicable laws, rules, and regulations, particularly the Labor Code of the
Philippines, other labor laws, rules and regulations issued by the Department of Labor
and Employment and other administrative agencies.

7. PARTIAL INVALIDITY. The invalidity or unenforceability of any particular

provision of this agreement shall not affect the other provisions hereto and the
agreement shall be construed in all respects as though such invalid or unenforceable
provisions were omitted.

8. TERM. This contract of employment shall be valid and shall take effect upon
assumption into work of the CONSULTANT unless sooner terminated by the latter
by giving at least thirty (30) days written notice of his resignation to the COMPANY,
provided with proper turnover to the next/replacing CONSULTANT, or at any time
by the COMPANY for any authorized or just cause provided under the law and
existing company policies and procedures, as well as any material breach of the terms
and conditions of this Agreement. The CONSULTANT also recognizes the right of
the COMPANY to transfer or re – assign the CONSULTANT to another position or
station, including to any of its affiliates or subsidiaries during the term of this
employment. Moreover, the CONSULTANT agrees that if the CONSULTANT pre-
terminates this agreement during a company-sponsored training and/or seminar, or the
like, wherein said CONSULTANT is a participant thereto, without any valid or
justifiable reason thereof, the CONSULTANT shall be charged for the cost/s of said
training and/or seminar, or the like, for his participation thereto, to his/her final pay, if
sufficient. Otherwise, the COMPANY shall have the right to collect from the
CONSULTANT any amount of deficiency resulting from it.

9. MERGER OR CONSOLIDATION. In the event of merger or consolidation

of the COMPANY into or with another corporation or in the event of the sale or
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transfer of substantially all the COMPANY’s stocks or assets to another entity, the
COMPANY shall have the right to assign all its rights, interests and obligations under
this Agreement to the successor of its business.

IN WITNESS WHEREOF, the parties hereto acknowledge, understand, and

agree to this Consultancy Services Agreement. The parties understand and intend to be
bound by all causes contained in this document and further certify that they have received
signed copies of this Agreement.

OVSERV

By:

MARY MYGIE O. CAPINA

Managing Director, OVSERV

______________________
Consultant

SIGNED IN THE PRESENCE OF

______________________ ______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

_____________________________ ) S.S.

BEFORE ME, a Notary Public for and in the City of __________________, this
____ day of _____________, personally appeared the following:

Name Gov’t Issued ID. Date/Place Issued

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known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is the product of their won free and
voluntary act and deed, as well as the entity/ies they represent.

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

Doc. No. _____;

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