CONTRACT FOR SERVICES

KNOW ALL MEN BY THESE PRESENTS:

This Contract of services made and entered into by and between:

________________________________ a corporation duly organized and existing under and by

virtue of the laws of the Republic of the Philippines, with business address at
________________________________________, represented herein by
____________________________________, hereinafter referred to as the “CONTRACTOR” (Per
DOLE 18A).

-and-

__________________________., a corporation duly organized and existing under and by virtue

of the laws of the Republic of the Philippines, with principal office address at
_____________________________ represented herein by its ____________________________,
, hereinafter referred to as the “COMPANY “

WITNESSETH: That –

WHEREAS, The COMPANY needs a qualified and independent CONTRACTOR with substantial
capital or investment in the form of tools, equipment, machineries, work premises and other materials which
are necessary in the conduct of its legitimate business and to render certain services for the COMPANY.

WHEREAS, the CONTRACTOR, duly registered Job Contractor with substantial capital,
equipment, and expertise, primarily engaged in the business of providing various services related to
hospitality, represents and warrants that it is qualified and has in its regular employ workers, employees or
personnel who may perform the services for the Company.

WHEREAS, the CONTRACTOR has offered to render the services to the COMPANY and the latter
finds the CONTRACTOR’s offer to be acceptable, subject to the terms and conditions as are hereinafter
provided.

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties hereby
covenant and agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES. The COMPANY hereby engages the services of the
CONTRACTOR and the CONTRACTOR undertakes to provide the following services that maybe
required from time to time by the COMPANY. For details please refer to the attached annexes.

The CONTRACTOR ensures that the quality of said services meet the standards of the COMPANY. In
addition, the parties further agree that:

1.1 In order to give high-quality service to the COMPANY, the CONTRACTOR shall regularly
coach, mentor and train its workers, employees or personnel who are or may be assigned
to provide the services to the COMPANY, which coaching, mentoring and training shall
include but are not limited to on the areas of both oral and written communication, customer
service, good behavior and conduct, computer applications and other applicable skills.
 1.2 The COMPANY and the CONTRACTOR shall agree in writing on how the services will be
provided, the number of workers, employees or personnel who will be assigned to provide
the service to the COMPANY during a specified time period. Any request for increase or
reduction in the scope of services and/or the number of the CONTRACTOR’s personnel
assigned to the COMPANY, shall be relayed in writing by the COMPANY. Within a period
of thirty (30) days from receipt of notice from the COMPANY, the CONTRACTOR shall
signify its agreement or objection to such request. After the parties have signified their
agreement to such changes, the fee provided in Section 5 shall be increased or decreased
accordingly.

1.3 The COMPANY shall not directly recruit, without the CONTRACTOR’s approval, either for
part time or full time work, for the duration of this Contract any of the workers, employees
or personnel assigned to work for the COMPANY. However, should the COMPANY decide
to hire the worker, employee or personnel assigned by the CONTRACTOR, the COMPANY
shall secure the written consent of the CONTRACTOR and the CONTRACTOR shall
release said worker, employee or personnel without delay. ,.

1.4 The CONTRACTOR will assign its own Coordinator stationed at the warehouse who is
competent to perform the contracted work, physically fit and whose services as coordinator
shall not be charged to the COMPANY. The coordinator is an employee of the
CONTRACTOR who shall act as the contact person of the CONTRACTOR for the
contracted service requests and any concern of the COMPANY as regards the services
being provided by the CONTRACTOR.

1.5 The COMPANY and CONTRACTOR shall set and maintain acceptable Key Performance
Indicators (KPIs) and standard levels of service on an annual basis in writing. Said KPIs
and service standards shall be considered as an addendum to this Agreement. The
COMPANY shall review on a monthly basis whether the CONTRACTOR is able to meet
the set KPIs and service standards. The CONTRACTOR’s failure to meet such KPIs and
service standards shall authorize the COMPANY to immediately terminate this Agreement.

2. PERFORMANCE AND DISCIPLINE. To carry out its undertaking specified in this Agreement and/or in
order to efficiently accomplish the work and services undertaken, the CONTRACTOR shall employ
such personnel and utilize adequate equipment and apparatus. The CONTRACTOR represents that
its personnel shall be in such number as will be sufficient to cope with the requirements of the work and
service undertaken. The CONTRATOR further represents that it has adequate capital and equipment /
tools to provide the services contracted hereunder.

The services referred to in Section 1 hereof shall be performed by the CONTRACTOR’s experienced,
well-trained, capable, courteous and uniformed workers, employees or personnel to the full satisfaction
of the COMPANY.

The CONTRACTOR shall have the sole control of the manner and means of performing and carrying
out the services and undertaking under this Contract and it shall perform the same according to its own
means and methods of work, which are not in violation of law or applicable rules and regulations.
Correspondingly, it shall direct the performance of all its workers, employees or personnel designated
to carry out the service under the Contract. Additionally, CONTRACTOR will be responsible for the
supervision of all workers, employees or personnel covered by this Contract whether personally or
through its designated supervisor/s.

3. OBSERVANCE OF COMPANY’S RULES & REGULATIONS. Without prejudice to the provisions of

paragraph 2, and for security reasons and to maintain peace and order, the CONTRACTOR’s workers,
employees or personnel assigned to the COMPANY shall observe the latter’s company policies, rules
 and regulations relative to security, proper conduct and behavior in its premises which are applicable
to the COMPANY’s employees and guests. The CONTRACTOR shall be liable to the COMPANY
directly and to any person or entity affected or harmed or damaged arising from the act, negligence or
omission of any of its employees, workers and personnel.

5. UNIFORM AND IDENTIFICATION. The CONTRACTOR shall provide at its expense, the necessary
uniform and/or identification cards to its workers, employees or personnel and the COMPANY reserves
the right to refuse entry to its premises any worker, employee or personnel who fails to wear the
designated uniform and/or present a CONTRACTOR issued ID card to the guards on duty, or to prohibit
such worker, employee or personnel from working whenever he fails to wear his/her CONTRACTOR
issued ID card during working hours.

6. CONTRACT PRICE. For and in consideration of the satisfactory performance by the CONTRACTOR
of the services to be rendered under this Contract, the COMPANY will pay the CONTRACTOR the
amount based on rates agreed by the parties for the services, which are contained in Annex “A” hereof
and made an integral part of this Contract. The rates take into consideration the nature of the services,
the days / time necessary to perform the services and other relevant factors. The COMPANY hereby
reserves the right to increase, reduce or modify the scope of the contracted services, and in such event
there shall be a corresponding downward or upward adjustment in the above stated consideration. For
details of the Contract Price please refer to the attached Annex.

Any increase or decrease in the rates shall be mutually agreed upon between the COMPANY and the
CONTRACTOR provided that any such rate increase shall take effect thirty (30) days after the
agreement for an increase is finalized by both parties.

7. TERMS OF PAYMENT. For and in consideration of the Services,. the COMPANY shall pay the
CONTRACTOR service fees as detailed in Annex 1. The CONTRACTOR shall submit a Statement of
Account semi-monthly and based on the schedule set forth by the COMPANY. The COMPANY shall
remit payment to the CONTRACTOR within sixty (60) days from receipt of the said statement of
account. The COMPANY shall return to the CONTRACTOR billings that are for corrections. All returned
billings must be received by the CONTRACTOR, within fifteen (15) days upon receipt of the COMPANY
of the CONTRACTOR’s billings. The Contractor shall imposed 12% per annum interest for any pending
receivables beyond 60 days.

Payment of the services fees by the COMPANY to the CONTRACTOR shall mean full discharge of its
obligations to the CONTRACTOR and its workers, employees or personnel who are providing services.
The COMPANY shall not be liable to any of the CONTRACTOR’s workers, employees or personnel.

8. EFFECTIVITY AND DURATION. This Contract shall be in force for a period of five (5) months from
_______________________ unless sooner pre-terminated upon mutual agreement of both parties as
hereinafter provided.

9. MISCELLANEOUS PROVISIONS. The CONTRACTOR under this Contract shall be understood to be

an independent contractor. An independent contractor is one who carries on an independent business
and undertakes the contracted work on his/her own account, under his/her own responsibility,
according to his/her own manner and method, free from the control and direction of his/her employer
or principal in all matters connected with the performance of the work except as to the results thereof.
As a further requisite, an independent contractor is one who has substantial capital or investment in
the form of tools, equipment, machineries, work premises and other materials necessary to provide the
services contemplated under this Contract. As such, no worker, employee or personnel of the
CONTRACTOR shall be deemed to be a worker, employee or personnel of the COMPANY, and the
latter shall in no case be considered the employer of the CONTRACTOR’s workers, employees or
personnel. The CONTRACTOR shall also provide the COMPANY with documents such as applications
for employment and appointment letters of its workers, employees and personnel which confirms their
status as the former’s regular employees.

Accordingly, the CONTRACTOR shall be solely responsible to all its workers, employees or personnel
and there shall not be any liability to or responsibility upon the COMPANY for wages and/or legal
benefits owing to any of the CONTRACTOR’s workers, employees or personnel, or any damages or
injuries sustained or claimed by any of them arising from the services performed pursuant to this
Contract, and shall at all times render the COMPANY free and harmless therefrom. The
CONTRACTOR also warrants that it shall assist and defend the COMPANY against any and all claims,
which the CONTRACTOR’s employees may file against the former. If the COMPANY chooses to
pursue its own defense in any claim, it shall have the right to charge all expenses, costs and liabilities
to the CONTRACTOR.

The CONTRACTOR shall take all the necessary precautions and shall be responsible for the safety of
its workers, employees or personnel designated to perform the services under this Contract. All work
shall be done at the CONTRACTOR’s risk and it shall be responsible for any loss or damage to
materials, tools and/or other articles used or held for use in connection with this Contract.

The COMPANY shall not be responsible for the death or disease contracted or injury received by the
CONTRACTOR’s employees, agents, representatives or laborers, and for any damage done by or to
them from any source or cause. Any damage caused by the CONTRACTOR or its employees, to
COMPANY property shall be repaired or replaced immediately by the CONTRACTOR upon notice
made by the COMPANY, at the expense of the CONTRACTOR. In the event of failure of the
CONTRACTOR to repair such damages immediately from notice made by the COMPANY, the same
shall be repaired or replaced by the CONTRACTOR at its own expense and to the satisfaction of the
COMPANY. The COMPANY in such case may undertake its own repairs, subject to its right to deduct
the entire cost of such repairs from payments due to the CONTRACTOR under this Contract. In addition
to the cost of repairs, the COMPANY may in its discretion compute interest, to be deducted also from
payments due to the CONTRACTOR or from the CONTRACTOR’s own funds should the imposition of
interest render insufficient the satisfaction of the obligation/s thus incurred. The CONTRACTOR,
however, shall be given reasonable notice of the demand for such repair and shall be further apprised
of the nature of the damage and the probable cause thereof.

The CONTRACTOR shall take the necessary precautions and exercise the diligence of a good father
of a family in providing the services and in the execution of the undertaking so as not to cause injury,
damage or losses to persons and property. It shall also at all times render the company free and
harmless from whatever payments, fines and damages it is made to pay or suffer by reason of its acts
or omissions. It is understood that in case of the CONTRACTOR’s failure to fully indemnify the
COMPANY on time, the full amount thereof shall be deducted from any payments due the
CONTRACTOR.

In case of any loss or damage that may involve any of the workers, employees or personnel of the
CONTRACTOR, the COMPANY shall send a notice or report to the CONTRACTOR within seventy
two (72) hours from discovery thereof, and the parties shall meet to discuss and investigate the
circumstances of the loss or damage. The parties shall endeavor to complete the investigation at the
soonest time possible. Any loss or damage that is chargeable to the CONTRACTOR, should be
acknowledged in writing by the CONTRACTOR’s authorized representative prior to actual
implementation of charges or deductions.

The CONTRACTOR shall observe and comply with all laws, local or national, city or municipal
ordinances and all government regulations, and shall immediately obtain and maintain the necessary
licenses in connection with the performance of the services herein mandated.
 The CONTRACTOR shall have exclusive discretion in the assignment, engagement, discipline and
discharge of its personnel, employees or agents. The CONTRACTOR shall likewise have exclusive
control over the means and methods by which the services mandated herein shall be performed and
the COMPANY shall have no participation or interest herein whatsoever except in the result hereof.
The CONTRACTOR hereby warrants that it will perform the required work or services in such manner
as will be consistent with the achievement of the result herein contracted for, and not contrary to the
COMPANY’s policies, rules and regulations nor prejudicial to the COMPANY’s welfare.

The CONTRACTOR undertakes to pay the wages and salaries of its workers, agents, representatives
and personnel, as well as all other benefits, and duly remit all the required SSS, Pag-ibig and Medicare
premiums to appropriate government agencies, in accordance with rules and regulations promulgated
by competent authority.

10. TERMINATION. Either part may pre-terminate this Contract without incurring any penalty whatsoever
upon thirty (30) days written notice to the other party, This Agreement may also be terminated as follows:

a. In case of material and substantial breach of any of the terms and conditions on this Contract,
by the aggrieved party giving to the other party at least thirty (30) days prior written notice
thereof, provided that the said breach has not been remedied (if capable of being remedied)
within the said thirty (30) days period.
b. With immediate effect on written notice by either party to the other if that other party becomes
insolvent or if a receiver is appointed or a reorganization or merger rakes place and that other
party is not the surviving entity;
c. With immediate effect on written notice by the COMPANY if there is a substantial change in
the identity or nature of ownership or control of the CONTRACTOR which, in the
COMPANY’S judgment, (i) impairs the CONTRACTOR’s ability to perform the Services or (ii)
results in a direct product conflict in the locations serviced.
d. With immediate effect on written notice by either party to the other in case the effect of force
majeure as defined herein subsists for a continuous period of thirty (30) days;
e. With immediate effect on written notice by the COMPANY in case the CONTRACTOR fails to
renew/maintain its registration with DOLE.
f. With immediate effect if the Contractor has been guilty of committing gross non-compliance
of any local, national regulatory requirements).

Termination of this Contract, including termination on account of an industrial dispute pursuant to section
10, hereof, shall not affect the liability of either party to the other in respect of any matter antecedent to the
date of termination. It is understood that the CONTRACTOR shall not transact the business of logistics,
warehouse support and other related services directly to the COMPANY’s current accounts or customers,
unless prior written consent had been given by the COMPANY to the CONTRACTOR, during the life of this
Contract and within ninety (90) days after the expiration or termination of this contract.

Unless otherwise provided in this Contract within fifteen (15) days from termination of this Contract, the
CONTRACTOR, shall return to the COMPANY all goods, tools, equipment, machineries, vehicles,
documents and records in its possession, custody or control that may have been supplied by the
COMPANY.

11. TAXES. The CONTRACTOR shall for its own account, pay all taxes, fees, dues and impositions that
shall become due as a result of work or services herein provided.

11. ASSIGNMENT AND SUB-CONTRACTING. The assignment/subcontracting by the CONTRACTOR of

this Contract or any interest herein or any amount due or may become due to CONTRACTOR by reason
of the terms hereof without the written consent of the COMPANY shall be void. In case of
 assignment/sub-contracting by the CONTRACTOR of any part of the services mentioned under this
Contract with the written consent of the COMPANY, the CONTRACTOR shall be primarily and solidarily
liable with said assigned sub-contractor to the extent of the work performed under this Contract.

12. NON-LIABILITY CLAUSE. It is hereby understood that in case of any disruption in the COMPANY or
CONTRACTOR’s operations due to fortuitous events such as but not limited to flood, storm,
earthquake, any natural disaster or calamity as well as labor strikes, massive political upheaval and the
like, capable of completely disrupting normal work operations or could render or renders the
COMPANY/CONTRACTOR unable to provide the tasks/ services required of the CONTRACT, the
COMPANY or CONTRACTOR as the case may be, shall be free from any claim, demand, liability
whatsoever by reason of such failure provided that the same is not due to any contributory negligence
on their part.

The CONTRACTOR assumes no responsibility for any personal loan/s and/or cash advance, which the
workers, employees or personnel of the former may secure from the COMPANY and/or from any of its
employee/s nor shall it be responsible for any personal transaction/s the workers, employees or
personnel may undertake or enter into with the COMPANY or any of its employees.

13. PERFORMANCE BOND. The CONTRACTOR shall for its own, secure and deliver in favor of the
COMPANY, a performance or surety bond in the amount of ___________________________ (Php.
___________________) to answer for any wages of benefits due to the CONTRACTOR’S employees
pursuant to Article 108 of the Labor Code of the Philippines and such other amounts that maybe due
and payable under this Agreement. The CONTRACTOR shall furnish the COMPANY a copy of the said
surety bond within ninety (90) days from the execution of this Agreement. It is understood that the said
surety bond will remain in force for the entire term of this Agreement and any subsequent renewal
thereof.

The CONTRACTOR shall secure the bond from a reputable bonding company acceptable to the
COMPANY. It shall guaranty the CONTRACTOR’s faithful performance of its obligation under this
Agreement and its strict compliance with the terms and conditions herein, and to answer for any injury,
overcharging of the COMPANY, and/or loss or damage arising from the CONTRACTOR’s act, fault
and/or negligence.

It is understood that the CONTRACTOR’s liability to the COMPANY under this Agreement is not in any
way limited to the amount of said bond.

14. FORCE MAJEURE

Neither or shall be liable for any breach, default or delay in the performance of its obligations under
this Contract by reason of any cause, event or contingency beyond its control, including without
limitation, war, riots, rebellion, accidents, non-arrivals or delay of shipment or other carrier, inability or
delay in obtaining materials, fire, flood, storms, earthquakes, acts of God or legal restraints imposed
by government and other analogous causes.

Upon occurrence of any event, referred herein, the party affected thereby shall give prompt notice
thereof to the other party, together with a description of such events and the duration of which such
party expects its ability to comply with the provisions of his Agreement to be affected thereby. The party
affected shall thereafter devote its best efforts to remedy to the extent possible the condition giving rise
to such event and to resume performance of its obligations hereunder promptly as possible.

14. VENUE OF ACTION. In case of litigation arising from any substantial breach or violation of the terms
of this Contract or to enforce the respective rights and duties of the parties thereto, the venue of court
actions shall be in the courts of ______________________ to the exclusion of all other courts.
15. CONFIDENTIALITY and DATA PRIVACY. In the course of this Agreement, certain Confidential
Information of the COMPANY shall be made available or may come to the attention of the
CONTRACTOR, its officers, employees, agents and representatives. The CONTRACTOR, its officers,
employees, agents and representatives shall hold and protect in strict and complete confidence, and
shall not divulge any and all information on the COMPANY, its policies and procedures, customer or
dealer lists (including names, addresses and other personal information), supplier lists (including
personal/corporate information, employees/associates (including names, addresses and other
personal information), data, systems, plans and programs, rules and regulations and treat the same as
CONFIDENTIAL INFORMATION, except those made public by the COMPANY itself or those which the
CONTRACTOR is specifically allowed by the COMPANY to divulge.

a. Violation by the CONTRACTOR of this confidentiality clause shall authorize COMPANY to

immediately terminate this Agreement without prejudice to the recovery of damages and other
remedies available under law.

b. The CONTRACTOR understands and agrees that any unauthorized disclosure of the
information pertaining to the COMPANY which it learned under this Agreement whether or not
it was disclosed voluntarily by the COMPANY, may expose the COMPANY to legal
complications from third parties. In which case, the CONTRACTOR agrees to indemnify the
COMPANY against actions, civil, administrative or criminal suits, damage claims, awards
through settlement proceedings or through such other alternative modes of dispute resolution
brought by third parties against the COMPANY as a consequence of any disclosure of the
COMPANY’s CONFIDENTIAL INFORMATION due to the fault or negligence of the
CONTRACTOR, its officers, agents and/or employees.

The CONTRACTOR shall orient its workers, employees and personnel on the proper handling of
any information or data of the COMPANY, especially those that may be considered confidential. The
CONTRACTOR shall ensure that its workers, employees and personnel who will provide services to the
COMPANY have signed Confidentiality and Non-Disclosure Agreements that bind them not to disclose
information and data on the COMPANY. This provision shall survive for five (5) years from date of
termination.

IN WITNESS WHEREOF, the parties have hereunto signed this presents on this ______ day of
__________________________ at _______ City.

___________________________ ______________________
By: By:

___________________________ _________________________

SIGNED IN THE PRESENCE OF:

______________________________ ____________________________