SERVICE Agreement
PROBATIONARY SERVICE AGREEMENT
By and Between
VENDOMASTER Inc.
(the Business Entity)
and
NAME
MR. JASON DOYLE HOWARD
____________________________________
(the I T Analyst / Machine Production Consultant)
Private and Confidential
DOC SEQUENCE FILING NO.
This Consultancy Agreement (Agreement) is entered into as
of _____of __________ in the year ________.
by and between
MR. JASON DOYLE HOWARD
(I T Analyst / Machine Production Consultant)
and
Mr. BOBBY BRIAN BORRE
(Representing VendoMaster Inc )
This Consultancy Agreement (Agreement) is entered into as
of DATE______________________ 2017 by and between
VendoMaster Inc ., a private Business Entity, having its
registered office at Unit M03-B DMG Center, Calbayog St.,
Mandaluyong, telephone: 63 9052896348, email:
forthbridgepteltd@gmail.com; vendomaster@gmail.com (the
Business Entity)
and
NAME___________________________________________ ,
ID NO ________________________________, residing at
ADDRESS_________________________________________
__________________________________________________
________, PHONE NUMBER
____________________________, EMAIL
________________________________________ ( the I T
Analyst / Machine Production Consultant)
WHEREAS, the Business Entity desires to obtain certain
services from the I T Analyst / Machine Production Consultant
, and the consultant desires to provide services to the
Business Entity on the terms set forth below;
THEREFORE, in consideration of the mutual agreements
herein, the parties agree as follows:
1. APPOINTMENT AND DURATION
1.1 The Business Entity (VendoMaster Inc .)
hereby entered into agreement of the I T Analyst / Machine
Production Consultant in providing services set out in this
Agreement and the Business Entity hereby duly accepts the
appointment for the term of this Agreement UNDER
PROBATIONARY STATUS for 6 Months..
1.5 Effective date:
August 16, 2017
2. OBLIGATIONS OF THE I T Analyst / Machine Production
Consultant will be as follows:
2.1.1 The I T Analyst / Machine Production
Consultant shall provide the following service (Services) to
the Business Entity:
SERVICE Agreement
2.1.2 The I T Analyst / Machine Production
Consultant shall provide Business Support Services which
includes but not limited to the below:
A. Appointment Setting / Office Administration /
Incidental Tasks such as Documentation
and Administering Reports and References
B. Must meet the KPIs to be set as deemed
necessary by the Business Entity and can
be changed as may be provided by the
Business Entity
C.IT and Quality Assurance Personnel
Management
D. Sending out Production and Installation
Related Messages/Emails and Invoices
E. Other tasks as per required from time to time
appropriate with the Production and
Installation Support function.
F. Creating a Process for the Manager to
implement and improve.
G. Watch over the absences and punctuality of
each personnel that will be assigned to me,
should there be one.
H. Prepare reports and maintain records of work
accomplishments and administrative
information, as required, and coordinate the
preparation, presentation, and
communication of work-related information
to the Operations Manager.
I. Report to the Operations Manager periodically
on team and individual work
accomplishments, problems, progress in
mastering tasks and work processes, and
individual and team training needs.
J. Intercede with the Operations Manager on
behalf of the team to inform the Operations
Manager of performance management
issues/problems and to recommend/request
related actions, such as assignments,
reassignments, promotions, tour of duty
changes, peer reviews, and performance
appraisals.
K. Coach, facilitate, solve work problems, and
participate in the work of the team.
L. Observe training needs and relay training
needs and requests to Operations Manager.
M. Create an environment oriented to trust, open
communication, creative thinking, and
cohesive team effort
N. Provide the team with a vision of the project
objectives
O. Motivate and inspire team members
P. Lead by setting a good example (role model) -
behavior consistent with words
Q. Strive for team consensus and win-win
agreements
R. Ensure discussions and decisions lead toward
closure
S. Maintain healthy group dynamics
T. Intervene when necessary to aid the group in
resolving issues
U. Assure that the team members have the
necessary education and training to
effectively participate on the team
V. Encourage creativity, risk-taking, and constant
improvement
W.Recognize and celebrate team and team
member accomplishments and exceptional
performance
X. Establish meeting times, places and agendas
Y. Escalate issues which cannot be resolved by
the team
Z. Maintain the Registry of Productions,
Installation and Maintenance of the Project
Private and Confidential
DOC SEQUENCE FILING NO.:
AA. Follow and Improve an efficient process in
productions, client acquisition, retention,
maintenance, marketing, Installation and
others deemed by the management as part
of the operations.
AB. Make and ascertain Call of Judgment for
immediate resolution of challenges to
ensure profitability, damage control and
save of Brand
AC. Improve the SHARK Machine, having the
version 2.4 as the basis for innovation and
comparison purpose. Improvement shall
include the following features, but not limited
to:
- Digital Coin Counter
- CCTV
- SMS Reporting
- Each SHARK Server
- Solar Panel
- Other improvements
AD. Inspect, Analyze and Ensure 30 Quality
SHARK Machines will be produced by the
Production Department that is deemed
maintenance-free for the next 6 months.
Goal may increase as per deemed
necessary by the management.
AE. Manage and achieve the Weekly, Monthly,
Quarterly, Semi Annual and Annual Goals of
VendoMaster Inc as provided by the CEO
and CFO for the Project SHARK
DEFAULT GOAL of the Department : 30 Quality SHARK
MACHINES produced Per Month; May increas as per
management.
2.2 The I T Analyst / Machine Production
Consultant shall maintain punctuality and attendance provided
by the Business Entity. In any case that Attendance is
deemed necessary and absence/s of I T Analyst / Machine
Production Consultant would be detrimental to the operations
of the Business Entity, the Business Entity may terminate this
agreement even if there is a valid Medical Certificate.
2.2.1. The I T Analyst / Machine Production
Consultant is expected to report to office from
10AM to 6PM Mondays and Fridays or as per
deemed necessary by the Management.
2.3 The I T Analyst / Machine Production
Consultant shall provide the Services using such degree of
care, professional skill, diligence and competence as are used
by I T Analyst / Machine Production Consultant providing
services of a similar nature.
2.4 The I T Analyst / Machine Production
Consultant shall also provide any other additional services
required by the Business Entity from time to time, as may be
agreed upon by the parties.
2.5 The parties may change the scope of the
Services and other matters specified hereunder only by a
written amendment executed by an authorized representative
of each party.
2.6 The Business Entity will provide the bylaws
on the expected behaviour of the I T Analyst / Machine
Production Consultant . This will be subject to the mutual
agreement of both parties.
2.7 The I T Analyst / Machine Production
Consultant has a marginal error of 10% for the first 3 months,
5 % for any succeeding months therein. Failure to company for
2 consecutive months deemed failure in the assessment and a
demerit. Same will be analyzed by the management and can
be used as basis for this contract to be extinguished.
SERVICE Agreement
3. FEES AND PAYMENT TERMS
3.1 Unless otherwise agreed, the I T Analyst /
Machine Production Consultant will invoice the Business
Entity for the fee on monthly basis.
3.2 The fees for the Services to be provided by
the I T Analyst / Machine Production Consultant under this
Agreement will be based on a Monthly Fee of 25 000 PhP (
Twenty Five Thousand Pesos). Turnover of which will be split
50% every 20th(covering 1st-15th) and another 50% every 5th
(Covering 16th to the last day) of the Month.
3.3 The Business Entity shall be responsible for
the fulfillment of tax, such amount will be withheld upon
issuance of the fee every cut off date.The I T Analyst /
Machine Production Consultant has been deemed as
professional on his/her field throughout the duration of this
agreement .
3.4 The I T Analyst / Machine Production
Consultant is then entitled to enjoy public holidays and those
clearly expressed by the Government of the Philippines as
Non-Working Holidays.
3.5 There will be Monthly Evaluation for the
Probationary Employee to see if s/he has acquired the
necessary skills for the position. The I T Analyst / Machine
Production Consultant should pass these Evaluations or s/he
will be removed from the post as per these terms.
4. CONFIDENTIALITY
4.1 Each party shall treat as confidential all
information obtained from the other during the negotiation of,
or pursuant to, this Agreement relating to their respective
businesses and shall not divulge such information to any
person (except to such other partys own employees or I T
Analyst / Machine Production Consultant /s who need to know
same) without the other partys prior written consent provided
that this clause shall not extend to information which is already
public knowledge or becomes so at a future date (otherwise it
shall result as a breach of this clause).
4.2 The parties agree to protect the
confidentiality of the other partys Confidential Information in
the same manner that it protects the confidentiality of its own
similar information, but in no event using less than a
reasonable standard of care.
5. INDEMNITY AND LIABILITY
5.1 The Business Entity shall indemnify,defend
and save harmless FBS , and its officers, directors,
employees and I T Analyst / Machine Production Consultant
/s, from and against all liability, loss , cost or expense
(including attorneys fees) incurred by the I T Analyst /
Machine Production Consultant , arising out of or related to
the Services, whether caused by or contributed to by the I T
Analyst / Machine Production Consultant or any other party
indemnified herein,, unless caused by the sole negligence of
the I T Analyst / Machine Production Consultant .
5.2. In no event will either party be liable for any
consequential, incidental, indirect, special or punitive damage,
loss or expenses (including, but not limited to, business
interruption, lost business, lost profits or lost savings) even if it
has been advised of their possible existence.
6. I T Analyst / Machine Production Consultant/S WARRANTY
6.1 The FBS warrants and represents to the I
T Analyst / Machine Production Consultant that it is an
independent I T Analyst / Machine Production Consultant /s
and that nothing in this Agreement shall render the I T Analyst
/ Machine Production Consultant /s an employee, I T Analyst /
Machine Production Consultant /s or partner of the I T Analyst
/ Machine Production Consultant and the Business Entity will
Private and Confidential
DOC SEQUENCE FILING NO.:
not hold himself out as such.
6.2 The I T Analyst / Machine Production
Consultant warrants that it shall perform the Services in a
good and workmanlike manner and; in the event of a breach of
the foregoing warranty; the I T Analyst / Machine Production
Consultant will re-perform the Services subject to the
foregoing.
7. NOTICES
7.1. Any notices to be given to the Parties under
this Agreement shall be in writing and delivered during normal
business hours, or by email (to be followed by a facsimile or
written notice) to the addresses mentioned above.
7.2 Every notice shall be deemed to have been
properly given:
7.2.1. if delivered by hand, on the date of
delivery;
7.2.2. if sent to a party at its fax
number/email, (in the absence of proof to the contrary) on the
date of transmission where it is transmitted during normal
business hours of the receiving instrument , and on the next
business day where it is transmitted outside those business
hours, in either event provided that it has been confirmed by
registered letter business posted no later than the business
day immediately following the date of transmission.
8. TERMINATION
8.1. Either party may at any time and without
cause terminate this Agreement for convenience by giving
thirty (30) days written notice of termination to the other party.
8.2 Either party may terminate this Agreement
for a material breach hereof by giving immediate written notice
specifically identifying the breach, unless the breach is curable
and cured within (7) day period.
8.3. Upon termination under this Section, the
Business Entity will pay the I T Analyst / Machine Production
Consultant for all Services rendered prior to the date of
termination.
8.4. Termination of this Agreement for
whatsoever reason shall not affect the accrued rights of the
parties arising in any way of this Agreement as at the date of
the termination thereof and, in particular but without limitation,
the right to recover damages against the other.
8.5. The invalidity or nullity of any one of the
provisions of this Agreement shall not result in any of the other
provisions of this Agreement being invalidated or rendered
void.
9. SUPPORT
9.1. The Parties undertake to do all things and to sign
all documentation, as may be necessary from time to time, so
as to give effect to the provisions of this Agreement.
9.2. Whilst the relationship between the parties is not
one of a partnership, the parties nevertheless undertake to act
in the utmost good faith to each other as would be expected
and required by partners.
10. GOVERNING LAW
10.1. This Agreement shall be interpreted and
governed in all respects by the laws of Philippines.
10.2. Notwithstanding that, this Agreement shall
be governed by and construed in accordance with the laws of
and applicable to Philippines, its provisions shall prevail over
any conflicting provisions of the Civil Code of Philippines.
SERVICE Agreement
11. DISPUTE RESOLUTION
11.1 The Parties will make good faith efforts to
first resolve internally any and all disputes arising under this
Agreement by good faith negotiations, Neither party may file
for arbitration until thirty (30) days have elapsed from the
initiation of such good faith efforts.
11.2 Any dispute, controversy, or claim arising
out of, relating to, or having any connection with this
Agreement or otherwise related to the Services, including any
question regarding the validity, interpretation, scope,
performance, or enforceability of this dispute resolution
provision, will be exclusively and finally settled by arbitration in
accordance with the arbitration rules of Philippines.
11.3. The arbitration will be conducted in
Philippines, unless the parties agree on another location. The
award of the arbitrators will be final and judgment on the
award may be entered by any court having jurisdiction to do
so.
11.4. The arbitration will be conducted by three
arbitrators. Each party will appoint an arbitrator, obtain its
acceptance of such appointment, and deliver written
notification of such appointment and acceptance to the other
party by fifteen (15) days after the due date of the
respondents answering statement. The two party-appointed
arbitrators will jointly agree upon and appoint a third arbitrator
who will serve as the chairperson of the arbitral panel. The
parties arbitrators will obtain the chairpersons acceptance of
such appointment and notify the parties in writing of same
within thirty (30) days after their acceptance as party
arbitrators. If the two party appointed arbitrators are unable to
agree upon the selection and appointment of the chairperson
within that time frame, they will notify the parties in writing.
Upon such notice, one or both of the parties may request in
writing that the chairperson be appointed by Philippine
Authorities in Accordance with the Philippine Laws. The
Philippine Authorities will notify the parties in writing of the
appointment and acceptance of the chairperson within
twenty-one (21) days of receiving such request.
11.5. Cost incurred in the arbitration proceeding,
including attorneys fees and expenses, will be borne equally
by the parties.
11.6. Nothing in this Agreement will prevent the
parties, prior to the formation of the arbitral panel, from
applying to a court of competent jurisdiction for provisional or
interim measures or injunctive relief as may be necessary to
safeguard the property or rights that are the subject matter of
the arbitration. Once the arbitral panel is in place, it will have
exclusive jurisdiction to hear applications for such relief,
except that any interim measures or injunctive relief ordered
by the arbitral panel may be immediately and specifically
enforced by a court of competent jurisdiction.
11.7 Unless otherwise agreed by the parties or
required by law, the parties, the arbitrators, and the Philippine
Authorities will maintain the confidentiality of all documents,
communications, proceedings and awards provided, produced
or exchanged pursuant to an arbitration conducted under this
section.
12. GENERAL
12.1. This Agreement constitutes the entire
agreement between the Parties in respect of the subject
matter thereof, and no representation by either of the Parties,
whether made prior or subsequent to the signing of this
agreement, shall be binding on either of the parties unless in
writing and signed by both the Parties hereto, and supersedes
all prior agreements conditions, warranties, representations,
Private and Confidential
DOC SEQUENCE FILING NO.:
arrangements and communications, whether oral or written,
and whether with or by FBS, any of its affiliates, or any of their
employees, officers, directors , I T Analyst / Machine
Production Consultant /s and shareholders.
12.2. No variation, alteration or consensual
cancellation of this Agreement or any of the terms thereof,
shall be of any force or effect, unless in writing and signed by
the Parties hereto.
12.3. No waiver or abandonment by either party of
any of any of its rights in terms of this agreement shall be
binding on that party, unless such waiver or abandonment is in
writing and signed by the waiving party.
12.4. The Parties agree to keep the terms of their
relationship and the terms and conditions in this Agreement
confidential and not to disclose any such matters to any other
person without the prior written consent of the other of them.
12.5 Neither party will be deemed a joint
employer of the other partys employees. Neither partys
employees will be deemed leased employees of the other for
any purpose. In connection with this Agreement, each party is
an independent contractor and does not have any authority to
bind or commit the other. Nothing in this Agreement will be
deemed or construed to create a joint venture, partnership,
fiduciary or agency relationship between the parties for any
purpose.
12.6. In the event that any of the provisions of this
Agreement are found to be invalid, unlawful, or unenforceable
such terms shall be severable from the remaining items, which
shall continue to be valid and enforceable.
12.7. This Agreement may be executed by
facsimile and in multiple counterparts, each of which shall be
considered an original instrument for all purposes, but all of
which shall be considered one and the same agreement,
binding on parties, notwithstanding that both parties are not
signatories to the original or the same counterpart.
12.8 Neither party may assign this Agreement
without the prior written consent of the other which consent will
not be unreasonably withheld or delayed.
12.9 Neither party will be liable for any delays or
failures in performance (other than payment obligations under
this Agreement), losses or damage due to circumstances
beyond its reasonable control, including without limitation, acts
of od, disease, war, terrorism or the public enemy,riot, civil
communication or sabotage, expropriation, condemnation of
facilities, changes in law, national or state emergencies or
other governmental action, strikes, lockouts, work stoppages
or other such labor difficulties, floods, droughts or other severe
weather, fires,explosions or other catastrophes, or accidents
causing damage to or destruction, in whole or in part, of the
equipment or property necessary to perform the Services.
IN AGREEING HEREOF, the parties hereto have executed
this Agreement as of the date first written above.
VendoMaster Inc : I T Analyst /
Machine
Production Consultant :
Signature:
Mr. BOBBY BRIAN BORRE MR. JASON DOYLE
HOWARD
CEO I T Analyst / Machine
Production Consultant