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INDEPENDENT CONTRACTOR AGREEMENT

KNOW ALL MEN BY THESE PRESENTS: This Agreement made and entered into by and between: _________________________________ , a corporation duly organized and existing in accordance with the laws of the Republic of the Philippines with address at __________________________________________ and represented herein by its President ____________________________________ (hereinafter referred to as the _______________________;) and _________________________________ . a corporation duly organized and existing in accordance with Philippine Law with address at ___________________________________________________ herein represented by its President _____________________ (hereinafter referred to as _______________.

- WITNESSETH WHEREAS, CONTRACTOR is registered and listed in the registry of legitimate contractors and subcontractors of the Department of Labor and Employment (DOLE) with Certificate of Registration No. ____________________ issued on ___________________ by DOLE-NCR; a photocopy of which is hereto attached as Annex A; WHEREAS, CONTRACTOR is a duly licensed Corporation engaged in the business of setting up spa systems and services in order to assist existing spa operators as well as those who would just be starting in the business. Such systems include but are not limited to providing well trained spa health and beauty therapist, food, beverage and housekeeping personnel, customer service people, and other service personnel that may necessary in the operation of spa, including implements, machineries and other products and supplies that may be needed in the process. It has substantial capital, complete with facilities, implements and qualified personnel necessary or required in the performance of such services; NOW THEREFORE, for and in consideration of the foregoing premises and of the terms and conditions hereinafter set forth, the parties herein do hereby agree and stipulate as follows; ARTICLE I SCOPE OF SERVICES 1.1 CONTRACTOR hereby agrees it shall continually and satisfactorily render and provide to COMPANY all necessary spa services and equipments, most specially in

terms of trained therapists, beauty consultants, Food and Beverage personnal, and other support services 1.2 Within the entire duration of this Contract, the CONTRACTOR shall assign, designate, and maintain at all times sufficient number of personnel and implements, to ensure the continuous and uninterrupted operations of COMPANY with trained and efficient support staffs in order to ensure quality services; 1.3 CONTRACTOR shall ensure that the persons assigned to the COMPANY are qualified, possessing the necessary skills, experience, knowledge and appropriate moral integrity to perform satisfactorily the contracted Services. If found wanting, COMPANY may ask for replacement from the CONTRACTOR anytime within the duration of the contract. 1.4 It shall be understood that the CONTRACTOR shall have full and complete control and supervision as the employer of its personnel assigned to COMPANY. The personnel assigned by the CONTRACTOR to do the Contracted Services to COMPANY shall, however, observe the requisite work standards and discipline of the job. The CONTRACTOR will provide at its exclusive expense and account all the equipment, tools, machineries, instruments, appurtenances, supplies and supervision needed, necessary, or required for the performance and Completion of the Contracted Services. For purposes of monitoring and identification, the CONTRACTOR agrees to provide, at its own expense, uniforms, and identification cards to be worn at all times by all its personnel or employees who are rendering the Contracted Services. 1.5 CONTRACTOR recognizes the position of trust and confidence reposed upon it by COMPANY and agrees to perform its obligations hereunder in the most efficient and competent manner, to use its skill and good judgment, to always act in good faith, and to carry on the execution of the Contracted Services in the most expeditious and economical manner consistent with the interest of COMPANY 1.6 CONTRACTOR shall supervise, control, and maintain efficient and effective discipline over any and all the employees, personnel or persons engaged by it under this Agreement. CONTRACTOR guarantees and assures COMPANY that all the employees, personnel or persons engaged by CONTRACTOR to perform the Contracted Services shall comply with and abide by all security rules and regulations of the COMPANY while within COMPANY premises. COMPANY or any of its authorized representatives shall report to CONTRACTOR any untoward act, wrongdoing, negligence, misconduct, or malfeasance of the employees or personnel assigned to perform the Contracted Services. 1.7 The terms and conditions of employment of CONTRACTOR employees, who are assigned to render the Contracted Services, are the exclusive concerns of CONTRACTOR. The latter as the employer of the personnel assigned to COMPANY, shall ensure that all their salaries and benefits are paid and given and that all labor standards and related laws are complied with. COMPANY, however may request and CONTRACTOR shall provide copies of the employment contracts of the personnel assigned by CONTRACTOR to perform its obligations under this Agreement, including copies of their paid payroll to these personnel.

1.8 CONTRACTOR undertakes to inform its employees, who are assigned to deliver the Contracted Services, of the fixed period within which the Contracted Services shall be performed and of the term and conditions of this Agreement. ARTICLE II TERM 2.1 CONTRACTOR shall continuously and satisfactorily perform the Contracted Service for ONE YEAR commencing on _________________ up to the last business hour of _______________________. 2.2 However, this is without prejudice to the right of COMPANY to pre-terminate this Agreement on ANY of the following grounds; 2.2.1 Any grave untoward act, misconduct, malfeasance, nonfeasance or negligence of CONTRACTOR employees committed in COMPANY premises or its vicinity; 2.2.2 Unsatisfactorily performance of the Contracted Services. 2.2.3 Failure on the part of CONTRACTOR to meet the required work for four (4) consecutive months. 2.2.4 Commission of acts by CONTRACTOR and/or its employees, endangering the interest and security of COMPANY; 2.2.5 Low demand for services and/or implements 2.2.6 Such other causes as may be allowed by law. 2.3. Violation of any provision of this Agreement is a ground for termination provided a written notice is served FIFTEEN (15) DAYS prior to intended date of termination. ARTICLE III CONSIDERATION 3.1 As consideration for the complete and satisfactory performance by CONTRACTOR of the Contracted Services and its obligations in accordance with the agreement to the satisfaction of COMPANY, COMPANY shall pay CONTRACTOR based on the schedule attached and forming part of this agreement as Annex A. 3.2. The contracted services may require, aside from the tools and equipment of CONTRACTOR, the use of particular equipments and implements already available within the premises of COMPANY. Thus, COMPANY agrees and authorizes CONTRACTOR and its employees to freely and reasonably make use of such equipment, necessary in the completion of the herein contracted services. However, COMPANY shall continue to hold and possess the subject equipment and implements, and that this Agreement does not convey to CONTRACTOR any title over them. 3.3 Any increase in wages and/or benefits as may be mandated by law, wage order, or other legal issuances shall effect an automatic amendment of this agreement to cover the said increases and the same shall be included in the billing starting on the date of its effectivity, without need of further amendment to this agreement;

3.4 All billings to COMPANY must be submitted by the CONTRACTOR every _____ th and _____th day of each month, and shall be accompanied by documents outlining actual work performed and/or products or implements used. The same shall be paid within _________ (__) days from receipt of the billing, subject to 1% interest for every day of delay. ARTICLE IV CONFIDENTIALITY 4.1 CONTRACTOR, its agents, assign, and employees shall treat as confidential and properly safeguard, during and after the termination of this Agreement any and all information, documents, papers, programs, plans, ideas, trade secrets, and other information, which may affect the interest of COMPANY or any of its services which CONTRACTOR, its agents, assigns, employees or persons engaged by it, may have acquired intentionally by whatever means or which may have been disclosed to them by COMPANY in the course of the performance of this Agreement. 4.2 The intellectual property rights to any of the works performed by CONTRACTOR employees or personnel in the performance of the Contracted Services shall exclusively belong to COMPANY. ARTICLE V WARRANTIES AND UNDERTAKINGS 5.1 CONTRACTOR affirms and confirms that it is an independent company and that no employer-employee relationship exists between COMPANY and CONTRACTOR nor of its deployed workers. Moreover neither party hereto shall be deemed a partner or agent of the other. 5.2 All employees, personnel, of and/or other persons engaged by CONTRACTOR, its agents, assign or representatives, shall not, under any circumstances, be deemed to be employees, personnel of, or be considered individually engaged by COMPANY. 5.3 CONTRACTOR shall fully indemnify, defend and hold harmless COMPANY against any and all claims or liabilities of any kind arising out of any claim made against COMPANY by any employee, personnel or other person engaged by CONTRACTOR, its agents, assigns or representatives on the basis that the latter is the employer of such persons. 5.4 As an independent contractor, CONTRACTOR warrants and undertakes that: 5.4.1 It has enrolled in the Registry of Contractors and Subcontractors of the NCR-Regional Office OF THE Department of Labor and Employment 5.4.2 It has secured all the necessary licenses for it to engaged in business as an independent service contractor, and that it shall, for the duration of this Agreement, maintain its status as such independent service contractor of good standing;

5.4.3 It has substantial capital, tools, equipment and facilities, necessary to carry out its obligations under this Agreement; 5.4.4 The employees engaged by CONTRACTOR to carry out its obligations under this Agreements are its employees. Nothing herein contained or any act committed and/or omitted in the performance of the Contracted Services hereunder shall be construed as creating the relationship of principal and agent or of employer-employee between COMPANY and CONTRACTOR or any of the latters personnel whom it shall assign to perform the Contracted Services. 5.5 As the employer of the personnel who are assigned to deliver the Contracted Services, CONTRACTOR obligates itself, solely and exclusively, to: 5.5.1 Assign to COMPANY only persons of good moral character and have necessary experience, training and skills fit to render the contracted services. 5.5.2 Comply with all laws, rules and regulations pertaining to Labor and employment such as, but not limited to, payment of SSS, Philhealth, Pag-ibig and Employee Compensations Premiums, plus payment of 13 th month pay, grant of service incentive leaves and other rights and benefits due to the employees. 5.5.3 Pay all wages, salaries and other benefits of its employees. 5.5.4 Furnish COMPANY upon request such documents or proofs evidencing compliance by CONTRACTOR with labor laws relative to wages, labor laws standards, and other legally mandated employee benefits of the personnel assigned to deliver the Contracted Services. 5.5.5 CONTRACTOR agrees to indemnify and hold COMPANY free and harmless not only beyond the term and effectiveness of the Agreement but also within the periods of prescription of actions provided for under applicable laws, for such claims, suits or losses that may be brought by CONTRACTOR employees, personnel, creditors, or any other claimants or their heirs, administrators, and assigns arising from or in connection CONTRACTOR performance of the Contracted Services. 5.5.5 CONTRACTOR warrants that COMPANY shall be rendered free from any concerted activity of the formers personnel during the lifetime of this Agreement, as it is the essence of this Agreement that the performance of the Contracted Services shall not be disturbed, delayed or interrupted; 5.5.9 Any dispute or misunderstanding arising from this agreement shall be exclusively resolved through the Alternative Dispute Resolution Act of 2004, to the exclusion of all other courts or other quasi-judicial agencies, which shall have its venue in Metropolitan Manila, using the laws of the Republic of the Philippines.

IN WITNESS WHEREOF, the parties have hereunto affixed their respective signatures this ___ day of _____________, 2007 at ______________________, Philippines. ____________________ By: _____________________ President CTC No. ________________ Issued On _______________ Issued In ________________ _____________________. By: ______________________ President CTC No. _________________ Issued On ________________ Issued In _________________ SIGNED IN THE PRESENCE OF: ______________________________ ____________________________

ACKNOWLEDGMENT XXX