Services Agreement

SERVICES AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Services Agreement (the "Agreement") is made and entered into this ________ day of _____________________, 20______ at the City/Municipality of _______________________________ Province of _______________________________, by and between:

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the following country: Philippines, with principal address at: ________, represented in this act by: ________, hereinafter referred to as the Service Provider

- and -

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the following country: Philippines, with principal address at: ________, represented in this act by ________, hereinafter referred to as the Client

The Service Provider and the Client will be referred to collectively as the "Parties".

WITNESSETH:

WHEREAS, Client wishes to retain the services of the Service Provider as defined below;

WHEREAS, Service Provider has the skills, qualifications, and expertise required to provide such services to Client;

WHEREAS, Service Provider wishes to render such services to Client;

NOW THEREFORE, for and in consideration of the foregoing premises and mutual covenants herein contained, the Parties agree as follows:

I. SERVICES

Service Provider shall render the following services (the "Services") to Client:

________

II. PERFORMANCE

The Services may be performed by Service Provider personally, or by any employees, agents, or subcontractors, as chosen by Service Provider, at its sole discretion. Service Provider shall be liable for any work undertaken by Service Provider's subcontractors, employees, or agents. Any Services undertaken by Service Provider's subcontractors, employees, or agents must be undertaken to, at the minimum, the same standards as set out in this Agreement.

Service Provider shall be solely responsible for any payments to Service Provider's employees, agents, subcontractors, or affiliates in relation to the performance of the Services under this Agreement, including any payments due for salary, wages, mandatory and permissible leaves, and any other amount or benefit which Service Provider's employees, agents, subcontractors, or affiliates may be entitled to in relation to the performance of the Services under this Agreement.

If after full payment of any outstanding amount by Client, Client is found by a competent court or tribunal to be solidarily, subsidiarily, or otherwise liable to any unpaid claims by Service Provider's employees, agents, subcontractors, or affiliates, Client shall recover any amount paid, plus damages, from Service Provider.

Service Provider is solely liable for ensuring compliance with any legislation that applies to the Service Provider's employees, agents, subcontractors, or affiliates.

III. QUALITY OF SERVICES

In performing the Services, Service Provider and its employees, agents, or subcontractors shall:

1. Use reasonable care and skill for a Service Provider in its field; and

2. Ensure that any end products or materials given by Service Provider to Client under the terms and conditions of this Agreement will not infringe on or violate the intellectual property rights or any rights of a third party.

IV. PERIOD

Service Provider shall begin the work on the Services on ________ (the "Commencement Date") and will end on ________.

V. MINIMUM REQUIRED TIME

Service Provider shall devote the following amount of time (the "Minimum Required Time") for the performance of the Services under the terms of this Agreement:

________

Service Provider shall keep the Client apprised of how much time is being spent on the performance of the Services. Service Provider shall provide a breakdown of time upon Client's request. If the Service Provider dedicates more than the Minimum Required Time to performing the Services, the Fees, as described below, shall not be increased unless prior written approval is given by the Client and such increase has been agreed upon by the Parties. If the Service Provider fails to meet the Minimum Required Time, the Fees will be reduced pro-rata, unless otherwise agreed upon.

VI. KEY DATES

Service Provider must meet the following deadlines (the "Key Dates"):

________

VII. LOCATION

Service Provider shall perform the Services at the following location (the "Location"):

________

VIII. DEPOSIT

Client shall pay a deposit of ________ (₱________) (the "Deposit") on or before the Commencement Date. Service Provider shall not begin performing the Services, or any preparation or work related thereto, until the payment of the Deposit. The Deposit shall form part of the Service Fees, as defined below.

IX. SERVICE FEES

Client shall pay a fixed fee of ________ (₱________) (the "Service Fee") for the Services.

The Deposit shall first be applied to the Service Fee and the balance shall be paid as agreed upon under this Agreement.

X. PAYMENT

Client may pay the invoice as follows:

________

XI. MATERIALS, COSTS, AND DISBURSEMENTS

Service Provider is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Services, including but not limited to traveling, photocopying, courier services, and postage, subject to agreement from the Client.

XII. LATE PAYMENTS

If Client does not pay the invoiced and required amount as provided in this Agreement, Service Provider shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). Service Provider may also require Client to pay for the Services, or any part of the Services, in advance and cease performance of the Services completely until payment is made, at Service Provider's sole and exclusive discretion.

XIII. TAXES

Any and all charges payable under this Agreement are exclusive of taxes and any surcharges. Taxes imposed upon or required to be paid by Client or Service Provider shall be the sole and exclusive responsibility of each, respectively, provided that any applicable withholding taxes shall be paid in accordance with the laws.

XIV. CLIENT OBLIGATIONS

During the rendering of the Services, Client hereby agrees to:

1. Cooperate with Service Provider for anything that Service Provider may reasonably require;

2. Provider any information and/or documentation needed by Service Provider relevant to the rendering of the Services or payment for the rendering of Services;

3. Require any staff or agents of Client to cooperate with and assist Service Provider as Service Provider may require;

4. Make available to Service Provider, without fee or cost, any facilities, which may include, but are not limited to, a work space, computer, or other physical equipment which Service Provider may reasonably require in the rendering of the Services.

XV. TIME FOR PERFORMANCE

Time shall be of the essence in the performance by Service Provider of its obligations under this Agreement. Any dates, periods, or times for performance specified under this Agreement are to be met and failure to do so shall be a breach of this Agreement by Service Provider. Notwithstanding the foregoing, Service Provider will not be in breach for not beginning performance of the Services on Commencement Date if Client has failed to pay the necessary Deposit on or before the Commencement Date.

XVI. INTELLECTUAL PROPERTY

In accordance with the terms and conditions of this Agreement, the Service Provider may create certain Intellectual Property (the "Created IP") including, but not limited to, plans, drawings, specifications, reports, advice, analyses, design, methodologies, code, artwork, or any other intellectual property as required to perform the Services to the Client. Unless otherwise agreed upon, any such Created IP generated by the Service Provider in connection with the performance of the Services to the Client shall belong to the Service Provider, but Service Provider hereby grants Client a non-exclusive, irrevocable, royalty-free license to use the Created IP for Client's internal purposes. Client shall not, however, be permitted to copy, modify, disseminate, or otherwise publish the Created IP and shall not allow others to do so.

Any intellectual property provided by Client to Service Provider to assist in the performance of the Services, that was not created by Service Provider pursuant to this Agreement, shall belong to Client. Any ancillary intellectual property belonging to Service Provider, provided or shown to Client in any way, that was not created by Service Provider pursuant to this Agreement, shall belong to Service Provider.

XVII. CONFIDENTIALITY

Each Party hereby acknowledges and agrees that they and the other party each possess certain non-public Confidential Information (as hereinafter defined) regarding their business operations and development. The Parties agree that the Confidential Information is secret and valuable to each of their respective businesses and the Parties have entered into a business relationship, through which they will each have access to the other party's Confidential Information. Each of the Parties desires to maintain the secret and private nature of any Confidential Information given. "Receiving Party" refers to the Party that is receiving the Proprietary Information and "Disclosing Party" refers to the Party that is disclosing the Proprietary Information.

"Confidential Information" refers to any information which is confidential and commercially valuable to either of the Parties. The Confidential Information may be in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, or other oral or written knowledge and/or secrets, may may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and/or finance or any other information which is confidential and commercially valuable to either of the Parties.

"Confidential Information" also refers to any formula, process, method, pattern, design, or other information that is not known or reasonably ascertainable by the public, consumers, or competitors through which, because of such secrecy, an economic or commercial advantage can be achieved.

Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.

Confidential Information shall not mean any information which:

1. is known or available to the public at the time of disclosure or became known or available after disclosure through no fault of the Receiving Party;

2. is already known, through legal means, by the Receiving Party;

3. is given by the Disclosing Party to third parties, other than the Receiving Party, without any restrictions;

4. is given to the Receiving Party by any third parties who legally had the Confidential Information and the right to disclose it; or

5. is developed independently by the Receiving Party and the Receiving Party can show such independent development.

Both Parties hereby agree that they shall:

1. Not disclose to a third party that they are in possession of such Confidential Information;

2. Not disclose the Confidential Information via any unauthorized means to any third parties or employees of Parties unless, as determined by the Disclosing Party, such third parties or employees are required to have knowledge of the Confidential Information for the purpose of this Agreement and that such third parties or employees have been advised of the confidential and proprietary nature of the Confidential Information;

3. Not copy or reproduce the Confidential Information or any part thereof except as may be required by this Agreement. Any copy or reproduction of the Confidential Information shall be the property of the Disclosing Party unless otherwise agreed upon in writing;

4. Not use the Confidential Information for any purpose except those contemplated herein or expressly authorized by the Disclosing Party.

At the termination of this Agreement, the Disclosing Party may demand from the Receiving Party the immediate return of all documents and materials containing Confidential Information that was disclosed by the Disclosing Party within One (1) Month from the completion of the Services or upon receipt of a written request from the Disclosing Party. Said written request shall contain an enumeration or list of the documents or materials that should be returned by the Receiving Party. The Receiving Party shall provide a certification in writing that no copy of the Confidential Information has been retained by it.

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XX. INDEMNITY

Except for any payment in settlement from any applicable insurance policy or policies, and to the extent permitted by law, each Party, (which for the purposes of this clause shall be referred to as the "Indemnifying Party" as the context requires) hereby respectively indemnifies, keeps indemnified, and holds harmless the other Party, as well as any of the other Party's employees, agents, officers, representatives, affiliates, and permitted successors and assigns, against any and all demands, claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal costs, and any other costs whatsoever which may arise out of:

A. Any act or omission of the Indemnifying Party in connection with this Agreement; or

B. Any act or omission of any of the Indemnifying Party's employees, agents, officers, representatives, affiliates, or permitted successors and assigns in connection with Agreement; or

C. The Services or anything provided for under this Agreement; or

D. The relationship between Service Provider and Client.

The Indemnifying Party shall not be liable under the indemnity given under this provision where a court of competent jurisdiction, giving final judgment, holds that any loss, damage, or liability is the result of the gross negligence, willful misconduct, or bad faith of the other Party or of any of the other Party's employees, agents, officers, representatives, affiliates, or permitted successors or assigns.

XXI. TERMINATION

This Agreement may be terminated as follows:

A. By either Party upon notice in writing:

1. If the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within Fifteen (15) Days;

2. If the other Party commits a material breach of any term of this Agreement and fails to remedy said breach within Fifteen (15) Days after receipt of a written request;

3. If the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform;

4. If the other Party or its employees or agents engage in any conduct prejudicial to the business of the other, or in the event that either Party considers that a conflict or potential conflict of interest has arisen between the Parties.

B. By Service Provider if Client fails to pay any requisite Fees. Service Provider may terminate the Agreement immediately, with no notice period, in writing.

If this Agreement is terminated before the expiration of its natural term:

A. Client hereby agrees to pay for all Services rendered up to the date of termination, and for any and all expenditures due for payment after the date of termination for commitments reasonably made and incurred by Service Provider related to the performance of the Services prior to the date of termination; and

B. Service Provider will be entitled to enter the location or locations where the Services were undertaken strictly in order to recover any materials and/or equipment which are the property of Service Provider.

Any termination of this Agreement under this provision shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either Party may be entitled to. Any provision of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this provision.

XXII. RELATIONSHIP OF THE PARTIES

The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency, employment relationship or otherwise between the Parties and that this Agreement is for the sole and express purpose of the performance of the Services by Service Provider to Client under the terms and conditions herein.

XXIII. FORCE MAJEURE

Neither party shall be liable to the other for failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature, and natural disasters, and other acts which may be due to unforeseen events or though foreseen could not be reasonably avoided.

XXIV. ASSIGNMENT

This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.

XXV. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.

XXVI. APPLICABLE LAW

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

XXVII. WAIVER

Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment, cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by Service Provider or Client. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.

XXVIII. COUNTERPARTS

This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth in the signatures of this document are different, the Agreement shall be considered effective as of the date that both Service Provider and Client signed the Agreement.

XXIX. SEVERABILITY

The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, Service Provider and Client agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.

XXX. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

XXXI. HEADINGS

Headings are for convenience only and do not affect the interpretation of this Agreement.

XXXII. SUCCESSORS AND ASSIGNS

This Contract shall be binding on the successors and assigns of both Parties.

XXXIII. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between Provider and Renter and supersedes all prior negotiations, representations, and agreements, either oral or written.

XXXIV. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.

________
Service Provider

By:

________
Authorized Representative

________
Client

By:

________
Authorized Representative

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )
_______________________________, _______________________________ ) S.S.

BEFORE ME, a Notary Public, for and in the above jurisdiction, this ________ day of ______________________, 20______ personally appeared:

1. ________, as the duly authorized representative of ________, with the following competent proof of identification: ____________________________________; and

2. ________, as the duly authorized representative of ________, with the following competent proof of identification: ___________________________________

all known to me and to me known to be the same persons who executed the foregoing Service Agreement constituting of _________ pages, including this page where the Acknowledgement is written, and they acknowledged to me that the same is their free and voluntary act and deed.

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

Doc No. ________;
Page No. ________;
Book No. ________;
Series of ________.