AIESECPHILIPPINESi GVMo A

REFERENCE NUMBER:
MEMORANDUM OF AGREEMENT
between
AIESEC PHILIPPINES FOUNDATION INC,

(SEC Registration Number: 130281)
and
[ORGANIZATION NAME]
(REGISTRATION NO.)
dated
AIESEC in PHILIPPINES | 96 Xavierville Ave, Unit 102 Liberty Place, Loyola Heights, Quezon City, Philippines |
OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

PARTIES
1. AIESEC PHILIPPINES (AIESEC PHILIPPINES FOUNDATION INC.,) (SEC

Registration Number: 130281), a society registered with the Registrar of
Society having its registered address at 96 Xavierville Ave, Unit 102 Liberty
Place, Loyola Heights, Quezon City, Philippines, (AIESEC); and
2. [ORGANIZATION NAME] being the party whose name and address are stated in
Item 1 of Schedule A which expression where the contest so permit include
heirs, personal representatives, successors-in-title, beneficiaries and assignees
("ORGANIZATION NICKNAME").
RECITALS
A. AIESEC is a non-political and not-for-profit organization engaged in recruiting

foreign talents ("EP") to carry out their internship program in Philippines.
B. The Organization offers volunteering experiences to EP in various issue

segments which will fit the nature of the Global Volunteer.
C. The Organization desirous to engage and AIESEC desirous to be engaged to

recruit suitable EP to the Organization upon the terms and conditions herein
contained.
NOW IT IS HEREBY AGREED BY THE PARTIES AS FOLLOWS:
1. DEFINITIONS
1.1 In this Agreement, unless the subject or context otherwise requires, the
following words and expressions shall have the following meanings respectively
ascribed to them:
"EP" means exchange participants (foreign talent)

intend to be accepted or accepted by the
Organization as an intern;
Internship Job means a job Description in the form as

Description enclosed in Appendix A;
"Internship Agreement" means the agreement between the

Organization and EP in connection to the
internship program including any offer letter
issued by the Organization duly accepted by
EP;

"Resume" means information relating to the background,
profile, portfolio or other personal information
of the EP necessary for the internship program;
and
"XPP" means the exchange program policies as

enclosed in Appendix B.
2. SERVICES
2.1 The Organization hereby agrees to engage and AIESEC agrees to be engaged to
provide recruitment services ("Services") to the Organization upon the terms
and conditions of this Agreement.
3. SCOPE OF SERVICES
3.1 To publicize and advertise the internship program of the Organization to EPs
via AIESEC's internal platform.
3.2 To introduce, refer, and send the Resume of shortlisted EP based on the
Internship Job Questionnaire to the Organization.
3.3 On AIESEC's best efforts basis, to liaise the Organization with third party service
provider in connection to visa application, work permit and/or approvals.
3.4 To arrange and liaise the Organization with the shortlisted EP for interview
session(s).
3.5 To arrange the logistics necessary for the EP to integrate in Philippines.
3.6 To resolve the disputes between the Organization and the EP in accordance
with the XPP.
4. PAYMENT AND FEES
1. In consideration of the Services rendered by AIESEC to the Organization, the

Organization shall pay to AIESEC service fee in accordance with the manner
stated in Item 2 of Schedule A ("Service Fee").
2. The Service Fee shall be exclusive of any goods and services tax, charges,
taxes, or levies, if applicable, imposed by the relevant authority.
5. REFUND SUM & REPLACEMENT OF EP

5.1 Subject to Clause 5.2 below, the Organization shall only be entitled to the
refund sum being Fifty Per Cent (50%) of the Service Fee under the following
circumstances ("Refund Sum"):-
(a) AIESEC fails to provide the minimum number of EP as stated in Item

2(D) of Schedule A within the First (1st) Two (2) Months commencing
from the Term; and
(b) upon the Organization's rejection to accept the replaced EP in

accordance with Clause 5.3 below.
5.2 All Refund Sum shall be subject to the deduction of any payments, costs,
expenses, tax, fees, or such other payments due and owed by the Organization
to AIESEC in accordance with this Agreement including XPP.
5.3 In accordance with Clause 6.3.2 of XPP, AIESEC shall be responsible to seek and
source a replacement of EP for the Organization for a further period of Two (2)
months upon the failure of the EP to procure the necessary visa application,
work permit and/or approvals from the Philippines immigration departments,
other relevant authorities in Philippines and/or relevant authorities in
originating country after the Acceptance Notes have been duly executed by the
EP and/or the Organization.
6. OBLIGATION OF THE ORGANIZATION
1. To provide EP with sufficient guidance during the Internship in order to

perform the Internship adequately.
2. To provide the EP with feedback on his or her performances.
3. Upon request by AIESEC, the Organization shall provide AIESEC with feedback
on the quality of the services AIESEC has provided.
4. To comply with the process of acceptance of EP as follows within the stipulated

timeframe and manner as follows:-
(a) to inform AIESEC either accepting or rejecting the EP for a virtual

interview within Five (5) Working Days from the date the Resume of
the EP is furnished to the Organization;
(b) to inform AIESEC either accepting or rejecting the EP within Five (5)
Working Days from the said interview; and
(c) to execute the acceptance note within Five (5) Working Days from the
date the acceptance note is furnished to the Organization.

7. EXCLUSION OF LIABILITY
1. AIESEC shall not be liable for:-
(a) any expenses due to the result or outcome of each application of visa
application, work permit, approvals and/or authorization for the EP
whatsoever manner;
(b) any claims, costs, damages, suits, losses incurred due to the inaccuracy,
false, misleading information contained in the EP's Resume caused to
the Organization in whatsoever manner irrespective directly or
indirectly; and/or
(c) any acts and/or omission of the EP caused to the Organization including
but not limited to, negligence, breach of duty or any breach of the
Organization's rules and regulations, by-laws, policy, or memorandum,
or violation to Philippines laws.
8. REPRESENTATIONS AND WARRANTIES
1. The parties hereby represent, warrant and undertake that :-
(a) it has the power and authority to grant the rights and perform the
obligations to which it commits under this agreement;
(b) this Agreement constitutes its legal and binding obligations and shall be
enforceable against it in accordance with the terms hereunder;
(c) performance of its obligations under this agreement shall not violate
any applicable laws or regulations; and
(d) their respective performance and the exercise of rights granted to that
party does not constitute any violation of applicable laws.
2. The Organization further represents, warrants and undertakes that:-
(a) it is a limited liability organization, partnership or/and society with

valid registration numbers;
(b) it shall ensure the actual scope of internship program provided is within
the scope of jobs as stated in Internship Job Questionnaire, in the
absolute determination of AIESEC;
(c) it shall ensure the EP shall not be discriminated against race, colour,
gender, sexual orientation, creed, religion, national, ethnic or social
origin, or age at his or her work place;
(d) it shall ensure the EP shall not be sexually harassed at their work place;

(e) it shall provide the reasonable working conditions or benefits in relation
to occupational health and safety conditions;
(f) it shall comply and observe all the terms and conditions as stated in
XPP.
3. Without prejudice and in addition to Clause 9 of this Agreement, the

Organization shall be liable to indemnify and keep AIESEC indemnified against
all losses, damages, suits, claims or expenses incurred by AIESEC due to or
arisen from the breach of Clause 8.2 above by the Organization.
9. TERM AND TERMINATION
1. This Agreement shall be effective and valid from the date of this Agreement
until the expiry of the internship of EP unless otherwise the Agreement is
terminated by either Party ("Term"). For avoidance of doubt, if there are more
than One (1) EP accepted by the Organization, the expiration of the internship
of EP which is later in time shall be taken for the determination of the Term.
Both parties agreed on a contract equivalent to [Total Number of EPs] (#)

KPACIO internship batches from [Date of MoA signing] to [End Date of
Partnership].
2. AIESEC shall be entitled to terminate this Agreement immediately by giving a

written notice to the Organization:-
(a) if the EP is found not holding any visa application, work permit and/or
approvals from the relevant authorities in Philippines and/or the EP's
originating country;
(b) if the EP is ill and unfit to continue the Internship as certified by a

registered medical practitioner in Philippines;
(c) if the EP has an emergency in his family wherein the EP shall have
provided the proof of emergency;
(d) if the Organization fails to respond to AIESEC either accepting or

rejecting the virtual interview upon expiry of seven (7) working days
from the date the Resume of the EP is furnished to the Organization;
(e) if the Organization fails to respond to AIESEC either accepting or

rejecting the EP upon expiry of seven (7) working days from the date of
virtual interview;
(f) if the Organization fails to execute the acceptance note upon expiry of
seven (7) working days from the date the acceptance note is furnished
to the Organization;

(g) if the Organization shall commit or allows to be committed any material
breach of its obligations under this Agreement, particularly its
obligations under Clause 5.3 of this Agreement and Clause 5.5.6 of XPP,
and if remediable shall fail to remedy such breach within Seven (7)
working days from the date of receipt of a notice issued by AIESEC;
(h) a winding-up petition is presented against the Organization; or
(i) an administrator, a receiver and/or manager is appointed by the court

or pursuant to any statute or regulation or by any creditor pursuant to a
debenture or any other security document in favour of such creditor
over the undertaking, assets and properties of the Organization or any
part of its assets and properties.
3. Upon the termination of this Agreement under Clause 8.2, AIESEC and the
Organization shall not be liable for each other and shall have no other claims
whatsoever against each other save for the antecedent breach and other
specific clauses in relation thereto.
10. APPLICABLE LAW
10.1 This Agreement shall be governed by and construed in accordance with the
laws of Philippines without regards to the principles of conflict of laws.
11. SUPREMACY
11.1 In the event there is any inconsistency between the provisions in the XPP and in
this Agreement, or ambiguity in the XPP, the provisions in this Agreement shall
prevail over the provisions in the XPP.
12. NOTICES
12.1 Any notice, request or demand required to be served by either party hereto to
the other party under the provisions of this Agreement shall be in writing and
shall be deemed to be sufficiently served:
(i) if it is given by the party by post in a registered letter addressed to the

party to be served at the following parties addresses or to their
respective solicitors and in such a case it shall be deemed (whether it is
actually delivered or not) to have been received at the time when such
registered letter would in the ordinary course of post be delivered.
(ii) if it is given by the party and dispatched by hand to the party to be

served or to their respective solicitors; or
(iii) if it is sent by the party or its solicitors to the other party or its
solicitors by facsimile transmission to such facsimile number of the

other party or its solicitors as may have been notified in writing by the
other party or its solicitors and in such case, it shall be deemed to have
been received by the other party on the day of transmission as
confirmed by the transmission report generated by the facsimile
machine from which such notice or other communication was sent.
13. WAIVER
13.1 Failure by either party to enforce, at any time, any provision of this Agreement
shall not be construed as a waiver of its right to enforce the breach of such
provision or any other provision in this Agreement or as a waiver of any
continuing, succeeding or subsequent breach of any provision or other provision
of this Agreement.
14. ENTIRE AGREEMENT
14.1 This Agreement constitutes the entire agreement between the parties hereto
with respect to the matters dealt with herein and supersedes any previous
agreement of understanding between the parties hereto in relation to such
matters. Each of the parties hereby acknowledge that in entering into this
Agreement, it has not relied on any representation or warranty save as
expressly set out herein or in any document expressly referred to herein.
15. CONFIDENTIALITY
15.1 This Agreement and all matters pertaining hereto shall be considered a
confidential matter and shall not be disclosed to any third party without prior
mutual agreement by the Parties save and except where:
(a) disclosure of such information is necessary for the purposes of raising

finance to undertake the obligations of either Party under this
Agreement;
(b) disclosure of such information is made to either Partys consultants or

advisers; or
(c) disclosure of such information is required by law or by any

Governmental Agency or for the performance of any obligations under
this Agreement.
16. SUCCESSORS BOUND
16.1 This Agreement shall be binding upon each of the Parties hereto and their
respective successors in title and permitted assigns.

17. TIME OF THE ESSENCE
17.1 Time wherever mentioned in this Agreement shall be of the essence.
18. SEVERABILITY
18.1 If any provision of this Agreement is held to be illegal or invalid under present
or future laws or regulations effective and applicable during the term of this
Agreement, such provision shall be fully severable and this Agreement shall be
construed as if such illegal or invalid provision had never comprised a part of
this Agreement and the remaining provisions of this Agreement shall remain in
full force and effect and shall not be affected by the illegal or invalid provision
or by its severance from this Agreement.
19. COSTS AND EXPENSES
19.1 Each party shall bear its own costs and expenses in connection with the
preparation of this Agreement.
20. RELATIONSHIP OF THE PARTIES
20.1 Nothing in this Agreement is intended to, or should be construed to, create an
agency, partnership or joint venture between the parties. No party, nor any of
its employees, consultants, contractors or agents are agents, employees, joint
ventures of the other, nor do they have any authority whatsoever to bind such
other Party by contract or otherwise.
__________________________________________________________________________
*The remaining part of this Agreement is intentionally left blank *

IN WITNESS WHEREOF THE PARTIES hereto have through their respective authorized
representatives hereunto set their hand the day and year first written above
SIGNED for and on behalf of )

AIESEC PHILIPPINES FOUNDATION
INC., )
in the presence of: )
Name: Mark Lawrence M. Villianueva
Designation: VP Incoming Global Volunteer
)
Name: Patricia Erika A. Eustaquio
Designation: VP Finance & Legalities
SIGNED for and on behalf of )

ORGANIZATION NAME.
in the presence of: )
)
Name:
Designation:

Name:
Designation:

SCHEDULE A
(to be taken, read and construed as an essential part of this Agreement)
__________________________________________________________________________
NO. SUBJECT MATTER DETAILS
1 THE ORGANIZATION: NAME :
CO. NO.:
ADDRESS :
2 SERVICE FEE (A) TOTAL :
(B) NO. OF EP:
(C) SERVICE FEE PER EP:
(D) MINIMUN NO. CVs PER EP :
3 INSTALLMENT
(A) 50% of Service Fee upon execution of this
Agreement; and
(B) 50% of Service Fee within seven (7) days from

the first (1st) day of arrival of AIESEC at the
Organization.

APPENDIX A
__________________________________________________________________________
List all JDs in the format shown in the Example:

Example:
Marketing & Publicity: Spread awareness of KPACIO PH in the internet by developing FB

page and posting program details

APPENDIX B
__________________________________________________________________________
To be attached with this Memorandum of Agreement

AIESECPHILIPPINESi GVMo A

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REFERENCE NUMBER:

AIESEC PHILIPPINES FOUNDATION INC,

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

1. AIESEC PHILIPPINES (AIESEC PHILIPPINES FOUNDATION INC.,) (SEC

A. AIESEC is a non-political and not-for-profit organization engaged in recruiting

B. The Organization offers volunteering experiences to EP in various issue

C. The Organization desirous to engage and AIESEC desirous to be engaged to

NOW IT IS HEREBY AGREED BY THE PARTIES AS FOLLOWS:

"EP" means exchange participants (foreign talent)

Internship Job means a job Description in the form as

"Internship Agreement" means the agreement between the

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

"XPP" means the exchange program policies as

3.5 To arrange the logistics necessary for the EP to integrate in Philippines.

4. PAYMENT AND FEES

1. In consideration of the Services rendered by AIESEC to the Organization, the

5. REFUND SUM & REPLACEMENT OF EP

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

(a) AIESEC fails to provide the minimum number of EP as stated in Item

(b) upon the Organization's rejection to accept the replaced EP in

6. OBLIGATION OF THE ORGANIZATION

1. To provide EP with sufficient guidance during the Internship in order to

2. To provide the EP with feedback on his or her performances.

4. To comply with the process of acceptance of EP as follows within the stipulated

(a) to inform AIESEC either accepting or rejecting the EP for a virtual

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

1. AIESEC shall not be liable for:-

8. REPRESENTATIONS AND WARRANTIES

1. The parties hereby represent, warrant and undertake that :-

2. The Organization further represents, warrants and undertakes that:-

(a) it is a limited liability organization, partnership or/and society with

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

3. Without prejudice and in addition to Clause 9 of this Agreement, the

9. TERM AND TERMINATION

Both parties agreed on a contract equivalent to [Total Number of EPs] (#)

2. AIESEC shall be entitled to terminate this Agreement immediately by giving a

(b) if the EP is ill and unfit to continue the Internship as certified by a

(d) if the Organization fails to respond to AIESEC either accepting or

(e) if the Organization fails to respond to AIESEC either accepting or

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

(h) a winding-up petition is presented against the Organization; or

(i) an administrator, a receiver and/or manager is appointed by the court

10. APPLICABLE LAW

(i) if it is given by the party by post in a registered letter addressed to the

(ii) if it is given by the party and dispatched by hand to the party to be

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

14. ENTIRE AGREEMENT

(a) disclosure of such information is necessary for the purposes of raising

(b) disclosure of such information is made to either Partys consultants or

(c) disclosure of such information is required by law or by any

16. SUCCESSORS BOUND

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

17.1 Time wherever mentioned in this Agreement shall be of the essence.

19. COSTS AND EXPENSES

20. RELATIONSHIP OF THE PARTIES

*The remaining part of this Agreement is intentionally left blank *

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

SIGNED for and on behalf of )

SIGNED for and on behalf of )

OFFICE: +632.433.9258 | http://www.aiesecphilippines.org

NO. SUBJECT MATTER DETAILS

1 THE ORGANIZATION: NAME :

2 SERVICE FEE (A) TOTAL :

The remaining part of this Agreement is intentionally left blank