SERVICE AGREEMENT

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

_______________________, a corporation duly organized under the laws of the Philippines, with
business address at __________________, represented herein by its President, ____________
(hereinafter referred to as the “CLIENT”)

And

_______________________, a corporation / partnership / sole proprietorship organized and

existing under the laws of the Philippines, with business address at _____________________,
represented herein by its President, ______________________ (hereinafter referred to as the
“CONTRACTOR”).

Individually referred to as a “Party”, and collectively, the “Parties”.

1. Purpose and Intent of Agreement.

1.1. This Agreement is entered into by the Parties for the purpose of defining the general
relations of the Parties, and the minimum contractual obligations that the Parties
undertake to perform during the term of this Agreement.

1.2. This Agreement is entered into based on the following circumstances:

1.2.1. The CLIENT is engaged in the business of _____________________________;

1.2.2. The CONTRACTOR is an entity engaged in the business of ______________;

1.2.3. The CLIENT intends to engage the CONTRACTOR for the services it can
provide.

2. Term. This Agreement shall be in effect until terminated according to the provisions of this
Agreement.

3. Project.

3.1. The CONTRACTOR shall be engaged for the services as determined in the Scope of
Works, attached herein as “ANNEX A” (the “SOW”).

3.2. The SOW embodies the complete and total services to be provided by the
CONTRACTOR to the CLIENT, and that the CLIENT agrees that it has reviewed and

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 accepted the SOW to be the true, complete, and total services it requires from the
CONTRACTOR

3.3. The CONTRACTOR may subcontract any or all part of the SOW to any third party,
subject to prior notification to the CLIENT.

3.4. The consideration for the SOW shall be (AMOUNT IN WORDS) (PHP ______) (the
“Total Contract Price”)

4. Payment Terms. The SOW shall be paid in accordance with the following terms:

4.1. Downpayment. The CLIENT shall pay the CONTRACTOR with a down payment
equivalent to ___% of the Total Contract Price.

4.2. Progress Billing. The CLIENT shall pay the CONTRACTOR progress payments in
accordance to the following terms:

4.2.1. ____% of the Total Contract Price upon (CONDITION OF PAYMENT)

4.2.2. ____% of the Total Contract Price upon completion of the SOW

4.3. The CLIENT shall pay the CONTRACTOR the indicated downpayment and progress
billing within fifteen (15) working days from acceptance of the billing invoice.

4.4. The payment(s) required in this Agreement shall be in Philippine legal tender. Any
payment(s) made not in Philippine legal tender, even if received by the
CONTRACTOR, shall not be considered as payment in accordance with this
Agreement.

4.5. The CONTRACTOR shall be liable for all such taxes as may be applicable under the
SOW, except for Value-Added Taxes (“VAT”) which shall be paid in accordance with
the applicable laws on VAT.

4.6. The CONTRACTOR shall issue an official receipt for each payment made by the
CLIENT immediately. Failure to issue the official receipt shall be deemed a failure to
fulfill the SOW.

4.7. The CLIENT shall withhold such taxes required by the government to be withheld at
source from all payments due to the CONTRACTOR and shall remit the same to the
Bureau of Internal Revenue for CONTRACTOR’s account. The CLIENT shall provide
the CONTRACTOR, in a timely manner, copies of documents in support of taxes
withheld to enable the CONTRACTOR to claim credit against its corporate income tax
liability or refund from the Bureau of Internal Revenue.

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5. Variation and/or Clarifications on the SOW.

5.1. Either Party may request the other Party for clarification(s) on the SOW or any of its
requirement(s).

5.2. Either Party may propose a variation and/or modification to the SOW based on
reasonable grounds.

5.3. Any and all proposed variation or modification shall be subject to the acceptance of
the other Party. Acceptance of the variation or modification shall be in writing and
shall form an integral part of the SOW

6. Time of Completion and Delays

6.1. The CONTRACTOR acknowledges that the SOW is time-constrained and agrees to
undertake all reasonable and necessary means to complete the SOW within _____
days from the signing of this Agreement.

6.2. This Agreement shall be deemed to have been completed upon:

6.2.1. The payment of the last payment specified under this Agreement;

6.2.2. The specifications of the product and/or service as delivered is compliant with
the standards specified under the SOW, if available, or with the standards
imposed by the industry and/or government regulator over such scope of
work(s); and

6.3. Non-performance of the SOW or any delay in the scheduled deadline(s) shall be
subject to liquidated damages equivalent to one-tenth of one percent (0.1%) of the
Total Contract Price per day of delay, up to a maximum of twenty percent (20%) of the
Total Contract Price.

6.4. Payment of liquidated damages shall be without prejudice of the right of the CLIENT
for any of the rights granted to it under the law and under this Agreement.

7. Legal Warranties and Representations. Each Party warrants that:

7.1. It has full authority to enter into this Agreement and is not bound by any Agreement
with any third party that adversely affects this Agreement

7.2. It has and will maintain throughout the term, all necessary powers, authority and
consents to enter into and fully perform its obligations under this Agreement

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 7.3. The Parties have not entered into or will enter into any agreement of any kind
(including, without limitation, recording agreements) which will interfere in any way
with the complete performance of this Agreement.

7.4. It will perform their obligations under this agreement (i) with the greatest possible
care, and (ii) to the highest standards possible

8. Warranties over the performance of the SOW

8.1. The CONTRACTOR warrants that the work performed for the SOW shall be without
defect and fault, owing to its construction to the standards expected of such work.

8.2. The SOW shall be guaranteed by the CONTRACTOR to be free from any defect for
one (1) year, counted from its completion. For purposes of this Agreement, defect shall
mean those quality of material or workmanship that are not compliant with the
standards as specified under the SOW, and/or such standards as may be imposed by
the industry and/or government regulator over such scope of work(s).

8.3. In the event that any defect has been found on any project accomplished by the
CONTRACTOR within the warranty period under Section 8.2 of this Agreement, the
CONTRACTOR shall, at its own expense, remedy such defect without undue delay.

9. Termination of Agreement

9.1. Either Party may terminate this Agreement immediately by written notice on the
following grounds:

9.1.1. By the breach of any of the provisions of this Agreement;

9.1.2. If the other Party becomes or is declared insolvent or bankrupt, is the subject
of any proceedings relating to its liquidation or insolvency or for the
appointment of a receiver, conservator, or similar officer, or makes an
assignment for the benefit of all or substantially all of its creditors or enters
into any agreement for the composition, extension, or readjustment of all or
substantially all of its obligations;

9.1.3. When the other Party has changed the purpose in which it does business; and

9.1.4. When the other Party has had a substantial change in ownership

9.2. The CLIENT may terminate this Agreement under any of the following grounds:

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 9.2.1. Failure by the CONTRACTOR to complete the SOW within the date specified
in this Agreement.
9.2.2. Fraud, misrepresentation, and/or falsification of any of the documentations on
relation to the SOW.
9.2.3. Delay by the CONTRACTOR on the performance of the SOW for a period of
no more than ______ days
9.2.4. When the CLIENT has reasonable grounds that the CONTRACTOR has
committed any of the crimes punishable under the laws of the Republic of the
Philippines.

10. Intellectual property

10.1. The CONTRACTOR warrants that any and all intellectual property used in
connection with the accomplishment of any SOW has been duly licensed and allowed
by its respective license holder.

10.2. The CONTRACTOR shall be solely liable for any third party claim arising from a use
of an intellectual property not belonging to the CLIENT or any of its affiliates in
connection with the CONTRACTOR’s works on the SOW.

10.3. The CONTRACTOR agrees to indemnify the CLIENT for any and all claims, damages,
and/or penalties that may arise due to the use of any intellectual property for the
accomplishment of the SOW.

10.4. The CLIENT hereby allows the CONTRACTOR, subject to approval by the CLIENT, a
limited-use of any of the intellectual property of the CLIENT as may be needed for the
accomplishment of the SOW. Such limited-use shall expire immediately upon the
termination of this Agreement or the completion of the SOW.

11. Confidentiality

11.1. For the purpose of this Section, “Confidential Information” means all information that
has been designated as confidential, or would reasonably be regarded as confidential
in nature, that is disclosed by a Party (the “Disclosing Party”) to the other Party (the
“Receiving Party”), whether such disclosure is in writing, orally or by any other
means, and whether such disclosure occurs before or after the date this Agreement
becomes effective. Confidential information shall also include all such intellectual
property of a Party. Confidential Information shall not include:

11.1.1. Information that has become publicly known other than as a result of the
breach by the Receiving Party or any of its directors, officers or employees, of
either this Agreement or any other confidentiality obligation any such person

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 has or may have had to the Disclosing Party under this Agreement or
otherwise; and
11.1.2. Information that has been obtained from a person other than the Disclosing
Party or its respective directors, officers, and employees, provided the
information has not been obtained unlawfully or as a direct or indirect result
of the breach by any person of a confidentiality obligation to the Disclosing
Party.

11.2. The Receiving Party shall not:

11.2.1. Disclose any Confidential Information to any other person without the prior
written consent of the Disclosing Party; or
11.2.2. Use the Confidential Information for any purpose other than the performance
of its obligations under this Agreement.

11.3. The obligations referred to in this Section shall not apply to disclosures of any of the
following information:

11.3.1. To either Party's affiliates, directors, officers, employees, representatives,

accountants, legal counsel and other advisors, it being understood that the
persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information
confidential;
11.3.2. To the extent requested by any competent governmental authority;
11.3.3. as necessary, in connection with any suit, action or proceeding relating to this
Agreement or the enforcement of the rights hereunder; or

11.3.4. To the extent such information becomes publicly available, other than as a
result of a breach of this Section.

12. Governing Law, Arbitration, and Interpretation

12.1. This Agreement shall be governed and construed in accordance with the laws of the
Republic of the Philippines.

12.2. The Parties agree that any dispute arising out of or in connection with this Agreement,
including any question regarding its existence, validity, or termination that cannot be
resolved by the Parties shall be resolved by the Construction Industry Arbitration
Commission (“CIAC”), in accordance with the relevant rules of CIAC. In line with
this, the Parties agree that they agree to submit themselves to the jurisdiction of CIAC,
as well as to comply with the submission of any and all required documents that
CIAC may require during all stages of the proceedings, including during the filing of
the dispute for resolution.

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 12.3. The Parties shall exercise all necessary means to ensure that all disputes in arbitration
shall be settled at the soonest time possible. Neither Party shall delay the proceedings
before the CIAC unless for reasonably justifiable reasons.

12.4. The Parties agree that the resolution of CIAC on any subject dispute arising from this
Agreement shall be binding upon the Parties.

12.5. In the event that the Arbitration has ruled in favor of one Party in entirety, the other
Party shall reimburse the former of all costs paid to CIAC.

12.6. The Venue for Arbitration shall be at the business address of the CLIENT and the
language of the proceedings shall be in English.

12.7. The Parties agree that both Parties are the drafters of this Agreement and that both
parties have read and understood these provisions.

13. Amendments and Partial Invalidity

13.1. All amendments or revisions of any provision of this Agreement or supplements

thereto shall be upon prior written mutual consent of the Parties.

13.2. If any of the provisions of this Agreement is declared by a competent court or quasi-
judicial body to be null and void or unenforceable, the remaining provisions not
affected by the defects shall nevertheless continue to be in full force and effect without
being impaired or invalidated in any way.

14. Waiver of Preference of Credit

14.1. The obligations created under this Agreement shall not enjoy any priority or
preference or special privilege whatsoever over any indebtedness or obligation.
Accordingly, the CONTRACTOR hereby waives and renounces absolutely and
unconditionally whatever priorities or preference it may have under Article 2244,
paragraph 14 of the Civil Code of the Philippines.

[Following this page is the execution page]

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed on the
date and place first above-mentioned.

[Entity Name] [Entity Name]

By: By:

(Name) (Name)
Position Position

WITNESSED BY:

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

) SS.

BEFORE ME, a NOTARY PUBLIC for and in ___________, this _____________,

personally appeared:

NAME Government Issued Date of expiry

ID/ Passport No.

Known to me and to me known to be the same person who executed the foregoing Agreement
consisting of 9 (9) pages, including the page in which this Acknowledgement is written, plus the
relevant appendices and annexes thereto, and who acknowledged to me that the same is their
free and voluntary act and deed and those of the agency and corporation they respectively
represent.

IN WITNESS WHEREOF, I hereunto set my hand and affix my notarial seal.

Doc. No. _____; Notary Public

Page No. _____;
Book No. _____;
Series of 20____.