SUBCONTRACTOR SERVICE AGREEMENT

This Subcontractor Service Agreement (the “Agreement”) is made and entered into this
_______________ in __________ by and between:

ROBUST INTERGRATED SYSTEMS EXPERTISE & RESOURCES,

INC., a corporation duly organized and existing under Philippine laws,
with principal place of business at No. 118 Panorama St., Brgy. Cupang,
Antipolo St. Barangay Cupang, Antipolo City represented by its President
Moises Isais, Jr., hereinafter referred to as “RISER” or the
“CONTRACTOR”;

-and-

______________, a corporation duly organized and existing under

Philippine laws, with principal place of business at _______________,
represented by its ______________, _________________, (hereinafter
referred to as the “SUBCONTRACTOR”)

WITNESSETH THAT:

WHEREAS, CONTRACTOR is a engaged in various construction projects and has

expressed its intention to engage the services of a SUBCONTRACTOR on an “as-needed or
per project” basis

WHEREAS, SUBCONTRACTOR herein represents that it is duly licensed to engage,

and has the expertise to engage in the business of providing the construction services (civil,
electrical and mechanical) (collectively, the “Services”) in favor of the CONTRACTOR.

WHEREAS, SUBCONTRACTOR further represents and warrants that it is a

legitimate and competent independent SUBCONTRACTOR with adequate personnel and
workers and substantial capital and investment in the form of tools, equipment, work
premises and other materials which are necessary in the conduct of its business and it is
duly registered with the Department of Labor and Employment (DOLE) as a legitimate
SUBCONTRACTOR/service provider and accordingly, it is capable of satisfying the
requirements of CONTRACTOR.

WHEREAS, CONTRACTOR has expressed its intention to engage the services of

the SUBCONTRACTOR and the SUBCONTRACTOR has agreed to perform the same,
subject to the terms and conditions hereinafter stipulated.

NOW THEREFORE, for and in consideration of the terms and conditions and
stipulations herein set forth, the SUBCONTRACTOR hereby agrees to provide the Services
required by CONTRACTOR, and CONTRACTOR hereby agrees to accept the same, under
the following terms and conditions.

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 ARTICLE 1
SCOPE OF WORK/SERVICES

1.1 During the effectivity of this Agreement, the SUBCONTRACTOR hereby agrees
that it shall make available to CONTRACTOR on an “as-needed or per project” basis
its Services at such time and place designated by CONTRACTOR. Thus, upon the
issuance by CONTRACTOR of the Purchase Order, the SUBCONTRACTOR hereby
agrees to render and provide to CONTRACTOR the Services described in a duly
signed Service Level Agreement using the format prescribed format under ANNEX
“A” and as specified in the Purchase Order.

1.2 Upon the execution of the Purchase Order, the SUBCONTRACTOR shall render
and provide the Services promptly on the scheduled time and within the period and
at the place or location indicated or specified in the Purchase Order. The
SUBCONTRACTOR shall furnish all labor, tools, supplies, equipment, transportation,
and perform all acts necessary and required to satisfactorily perform the Services in
the manner specified in the Job Order. The SUBCONTRACTOR shall closely
coordinate with CONTRACTOR in the scheduling of the implementation of the
Services to be performed by the SUBCONTRACTOR.

1.3 It is hereby understood that the execution of this Agreement neither confers any
right, guarantee or entitlement in favor of the SUBCONTRACTOR to perform the
Services nor does it guarantee that the SUBCONTRACTOR’s Services shall be
availed of by CONTRACTOR during the effectivity of this Agreement.

1.4 Unless otherwise expressly provided in ANNEX “B” as chargeable to

CONTRACTOR, it is understood that all costs and expenses to the
SUBCONTRACTOR such as labor (including overtime), materials, tools, equipment,
installation, overhead, profits, insurance premium, bonds, and such other costs and
expenses arising from or in connection with the rendering of the Services shall be for
the account of the SUBCONTRACTOR.

1.5 The SUBCONTRACTOR shall be liable for the payment of income tax, including
any taxes creditable thereto, business tax, permit fees and other taxes and fees
imposable on it for or in connection with the performance and completion of the
Services herein.

ARTICLE 2
OTHER OBLIGATIONS OF THE SUBCONTRACTOR

2.1 The SUBCONTRACTOR hereby acknowledges that all files, documents, contracts,
agreements, information know-how, processes, techniques, programs, marketing
campaigns, promotional activities, financial and other operations of the business of
CONTRACTOR, its plans and organization which the SUBCONTRACTOR may have
access to or is disclosed to it in the course of the performance of this Agreement, are
confidential in nature (the “Confidential Information”). The SUBCONTRACTOR
shall undertake that:

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 a. all Confidential Information shall be solely used in the performance of its
duties and obligations under this Agreement;

b. all Confidential Information shall remain at all times the property of

CONTRACTOR;

c. the SUBCONTRACTOR, all of its directors, officers, employees, personnel,

agents or representatives shall not copy, distribute, use, disclose modify,
publish, edit or disseminate the Confidential Information of CONTRACTOR,
or any portion thereof, to any person or entity;

d. the SUBCONTRACTOR shall employ all necessary safeguards against the

unauthorized disclosure of the Confidential Information and shall protect the
Confidential Information in the same manner and to the same degree as that
of a reasonable prudent man; and

2.2 The SUBCONTRACTOR hereby agrees that any violation of this paragraph shall
render the SUBCONTRACTOR liable for all consequential damages suffered by
CONTRACTOR. The SUBCONTRACTOR understands and recognizes that any
breach of the obligations contained in this paragraph will cause irreparable loss and
would not be compensable by monetary damages alone. Accordingly,
CONTRACTOR shall, in addition to the other remedies available at law or in equity,
be entitled to obtain a specific performance or injunctive relief against the
SUBCONTRACTOR with respect to the threatened or actual breach of this
paragraph or the continuation of any of such breach.

2.3 The SUBCONTRACTOR warrants and guarantees that all its personnel, including
but not limited to its Authorized Personnel:

a. are capable, reliable and possess sufficient skills, experience and expertise
to ensure that accurate and correct reports are submitted;

b. shall obtain complete and accurate information of their work or the job
performed and shall submit or forward an accurate and correct report to
CONTRACTOR;

c. in performing their duties and responsibilities, are required to observe the

highest standards of efficiency, competency and courtesy in providing the
Services; and

d. shall comply with company rules and regulations.

2.4 The SUBCONTRACTOR shall only use tools, equipment, supplies and any other
means and devices which are not contrary to law, rules and regulations necessary to
enable it to perform its obligations under this Agreement. It is understood that the
SUBCONTRACTOR shall provide at its exclusive expense all tools, equipment and
supplies to be used by its personnel in rendering the services herein required.

2.5 The SUBCONTRACTOR, its officers, personnel and employees shall abide by and

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 comply with all applicable safety laws and regulations issued by the government and
its agencies in the performance of the Services. The SUBCONTRACTOR shall
provide the necessary health and safety gadgets or tools, and shall require all its
personnel performing the Services to wear the applicable safety shoes and safety
gear.

2.6 The SUBCONTRACTOR shall, at all times during its performance of the Services, be
responsible, at its own cost and expense, for ensuring that all necessary procedures
are in place, and that supervision is provided to ensure the safety of all persons who
may at any time and for whatever reason be present at the location where the
Service is being performed and in particular that the said location shall at all times be
kept in a clean and orderly state and all the tools, equipment and supplies situated
thereon are located and stored in a proper manner so as to avoid any risk to all
persons present thereon. The SUBCONTRACTOR shall take such other precautions
as may be necessary to ensure the safety of all persons and property which may at
any time be affected by the performance of the Services.

2.7 The SUBCONTRACTOR shall be responsible, at its own cost and expense, for
ensuring that any or all of the Services performed shall not be a safety hazard to all
persons duly authorized to be present at the location where the Services are to be
performed.

2.8 The SUBCONTRACTOR shall promptly advise CONTRACTOR of any investigation

or inspection made by any government safety and health inspectors relative to the
Services performed by the SUBCONTRACTOR, equipment and tools used, or the
location where the Services are performed, and the outcome of such investigation or
inspection.

2.9 The SUBCONTRACTOR assumes exclusive responsibility and hereby agrees to

indemnify and defend CONTRACTOR against any and all claims or liability, including
the payment of any fine, penalty and interest, costs of litigation and reasonable
attorney’s fees, as a result of any violation of any national or local laws, executive
orders, municipal ordinances, rules and regulations of government authorities, or any
regulatory or administrative agency, department of bureau, that may be committed
by the SUBCONTRACTOR.

2.10 In order to answer for any loss that may be suffered by CONTRACTOR arising from
theft of or damages to CONTRACTOR’s property or bodily injury to its employees or
third parties, and to ensure that the SUBCONTRACTOR shall comply with its
obligations as employer of its employees assigned in connection with this
Agreement, in particular the payment of their wages and other benefits under
existing/applicable labor laws, rules and regulations, or to answer for any liability or
claim arising from the failure of the SUBCONTRACTOR to comply with its obligations
hereunder, the SUBCONTRACTOR shall be subject to penalties as stated under
EXHIBITS “B and C”. However, express stipulation notwithstanding, the
SUBCONTRACTOR shall nevertheless be liable to CONTRACTOR for the cost of
any loss or damages not compensable under, or in excess of the limits of, the said
penalties.

ARTICLE 3
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 INDEPENDENT CONTRACTOR

3.1 It is hereby understood that the relation created between the parties under this
Agreement or any renewal thereof is purely that of a CONTRACTOR-independent
SUBCONTRACTOR relationship and that the SUBCONTRACTOR shall perform the
Services as an independent SUBCONTRACTOR.

3.2 Nothing herein shall be construed as constituting either party, its officers and
employees as partners, agents, representatives, or employees of the other and that
either party has no right or authority, express or implied, to incur any obligation or
liability in the name of, or for the account of the other party, nor to commit or bind the
other party to any contract or obligation, except as specifically authorized in this
Agreement. With respect to its own employees, each party shall comply with all
labor laws and social legislation, including but not limited to security of tenure,
minimum wage, occupational safety and health standards and other related benefits.

3.3 Any person that may be assigned by the SUBCONTRACTOR to carry out its
obligations under this Agreement shall in no case be considered an employee of
CONTRACTOR and shall always remain an employee of the SUBCONTRACTOR.
For this reason, it is the sole responsibility of the SUBCONTRACTOR, as it hereby
warrants and undertakes:

a. to comply with all laws, rules and regulations pertaining to labor and
employment and register its personnel assigned to perform the work and
services herein required with the Social Security System, Philhealth, Pag-ibig
and other appropriate agencies for the purposes of the Labor Code as well as
other laws, decrees, rules and regulations, and that it shall remit both
employer and employee contributions to the said agencies regularly;

b. to pay the wages or salaries of its personnel or employees as well as

13th month pay, grant of service incentive leaves, other employment-related
benefits or premiums in accordance with the provisions of the Labor Code
and other applicable laws, decrees, rules and regulations promulgated by
competent authority; and

c. that CONTRACTOR shall not in any way be responsible for claims for
personal injury, wages and other employee benefits, and other claims for
damages, including death caused either to the said personnel or third parties,
whether or not such personal injury or death arises out of or in the course of
or in connection with the performance of the SUBCONTRACTOR’S
personnel’s duties under this Agreement. In the event of a suit against
CONTRACTOR brought about by any such employee of the
SUBCONTRACTOR or by any government office or agency or any other
person or entity on the theory that CONTRACTOR is the employer of such
employee, the SUBCONTRACTOR shall assist CONTRACTOR in defending
this Agreement establishing between CONTRACTOR and the
SUBCONTRACTOR the relation of principal and independent
SUBCONTRACTOR, and the SUBCONTRACTOR shall hold
CONTRACTOR, its officers, directors, employees, agents and successors-in-
interest, free, harmless, blameless and fully indemnified against any loss

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 and/or liability resulting from any and all manner of action, cause of action,
sums of money, accounts, demands, or judgment which may be rendered
against CONTRACTOR in favor of said person, by reason of, or in connection
with, or arising directly or indirectly from any and all claims made against
CONTRACTOR by the SUBCONTRACTOR’s workers, employees, personnel
and staff, in relation to claims arising from employer-employee relations,
diseases, death and/or disability benefits, accidents and injuries which are
attributable to the fault or negligence of the SUBCONTRACTOR, its
employees or agents.

ARTICLE 4
SUBCONTRACTOR’S EMPLOYEES

4.1 The SUBCONTRACTOR shall maintain efficient and effective discipline and
supervision over any and all personnel it may utilize in performing its obligations
under this Agreement. The SUBCONTRACTOR, as such independent organization,
shall require its employees assigned to CONTRACTOR to strictly and faithfully
observe and abide by all the rules and regulations on discipline, decorum, behavior,
cleanliness, care of property and to discharge their duties in a manner that no harm
is done against CONTRACTOR, its officers, employees, agents or personnel.
CONTRACTOR may report and protest to the SUBCONTRACTOR any untoward
act, negligence, misconduct, malfeasance or nonfeasance of the said personnel, but
the SUBCONTRACTOR alone shall have the right to discipline said personnel.

4.2 As the true and lawful employer of the assigned personnel, the
SUBCONTRACTOR shall continue to provide such number of supervisors or
coordinators as may be warranted who shall exercise control and supervision over
the SUBCONTRACTOR’S assigned personnel to ensure the faithful and efficient
performance of the SUBCONTRACTOR’S obligations under this Agreement. The
discontinuance of the assignment of any of the SUBCONTRACTOR’S personnel with
CONTRACTOR shall not in any manner affect the employment status of such
personnel with the SUBCONTRACTOR.

4.3 The SUBCONTRACTOR declares that it had never surrendered, much less
assigned, in favor of CONTRACTOR, its prerogatives as the employer of the
personnel utilized in rendering the Services contracted for CONTRACTOR. In this
connection the SUBCONTRACTOR confirms that, thru its supervisors, it shall always
exercise its employer’s prerogatives vis-à-vis these personnel by, among others,
designating the personnel who, in the SUBCONTRACTOR’S judgment, can
effectively render the Services required or undertaking such personnel movement
which it may deem necessary in its business operations.

4.4 The terms and conditions of employment of the employees of the

SUBCONTRACTOR which the latter may utilize in carrying out its obligations
hereunder are the exclusive concern of the SUBCONTRACTOR.

4.5 The SUBCONTRACTOR warrants that the status of the personnel as employees
of the SUBCONTRACTOR will not be affected by, or is it dependent on, this
Agreement.

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4.6 The SUBCONTRACTOR undertakes to inform each of its employees of the
existence and provisions of this Agreement and to furnish them copies thereof.

4.7 The SUBCONTRACTOR shall be exclusively, directly and immediately

responsible and indemnify CONTRACTOR of any loss or damage incurred or
sustained by CONTRACTOR, its officers, employees, agents, personnel and
customers, where such loss and damages have been caused by or are attributable in
any way to any untoward act, misconduct, malfeasance, nonfeasance, or negligence
on the part of the SUBCONTRACTOR or any of its employees. However,
CONTRACTOR may also directly institute or file such actions, civil, or criminal, which
it may deem proper against the employees of the SUBCONTRACTOR for the
matters or causes mentioned above. In this connection, the SUBCONTRACTOR
shall hold CONTRACTOR and its officials, free and harmless from, and agrees to
fully indemnify CONTRACTOR against, any and all claims, proceedings, damages,
costs, charges and expenses whatsoever arising out of, or in relation to, the
performance of any work or activity relating to this Agreement.

4.8 The SUBCONTRACTOR warrants and undertakes to maintain itself in good

standing as a qualified and competent independent service SUBCONTRACTOR,
financially capable to secure all licenses and permits and comply with all laws and
regulations required as independent SUBCONTRACTORs.

4.9 Consistent with its status as an independent SUBCONTRACTOR, the

SUBCONTRACTOR hereby warrants that it possesses, and shall continue to
possess throughout the duration of the Agreement, substantial capital and equipment
necessary to carry out its obligations under this Agreement, and that its services are
offered not only to CONTRACTOR but to the public at large.

4.10 The SUBCONTRACTOR shall not be subject to the control and supervision of
CONTRACTOR insofar as the means, methods, and devices to be employed by the
SUBCONTRACTOR are concerned as CONTRACTOR is interested only in the
results of the SUBCONTRACTOR’S works under this Agreement. However,
CONTRACTOR, reserves its right to assign its employees to observe and oversee
the work of the SUBCONTRACTOR to ensure that the terms and conditions of this
Agreement including its Annexes are duly observed and complied with.

4.11 Upon the request of CONTRACTOR, the SUBCONTRACTOR shall replace any
erring or undesirable personnel with a substitute of equivalent skills and capabilities
immediately upon receipt of the said request from CONTRACTOR and approval by
CONTRACTOR of such substitute. The SUBCONTRACTOR shall not continue to
assign any personnel whose trustworthiness, dependability, or efficiency is doubted
by CONTRACTOR.

ARTICLE 5
DOLE REGISTRATION

5.1 The SUBCONTRACTOR warrants has secured all the necessary licenses with
the Department of Labor and Employment (DOLE) and all other relevant government
agencies for it to engage in business as an independent job/services
SUBCONTRACTOR, and that it shall, for the duration of this Agreement, maintain its
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 status as such independent job/services SUBCONTRACTOR of good standing.

5.2 During the effectivity of this Agreement or any extension thereof, the
SUBCONTRACTOR shall maintain its registration with the DOLE and shall not
perform or fail to perform any act or deed that would cause it to be de-listed from
such registration and promptly submit a copy of this Agreement to the Appropriate
Regional Office of the DOLE.

5.3 During the effectivity of this Agreement or any extension thereof, the
SUBCONTRACTOR strictly comply with all applicable labor and social welfare laws,
rules and regulations, and DOLE Department Orders.

5.4 During the effectivity of this Agreement or any extension thereof, the
SUBCONTRACTOR shall secure, at its own expense, all licenses and or permits as
are necessary or required by the Government, whether national or local, for or in
connection with the performance and completion of the Services herein.

5.5 The SUBCONTRACTOR shall submit to CONTRACTOR satisfactory proof that

it has registered its employees, personnel and agents assigned to perform the
Services with the Social Security System (SSS) and other appropriate governmental
agencies for purposes of the requirements of the Labor Code of the Philippines, as
amended, and other applicable laws, regulations, decrees, rules, instructions and
DOLE Department Orders.

5.6 During the effectivity of this Agreement or any extension thereof, the
SUBCONTRACTOR shall not perform, or fail to perform, any act which will cause the
Company to be held or adjudged liable as principal, or be deemed jointly or severally
liable with the SUBCONTRACTOR to the latter’s employees, or be deemed to create
an employer-employee relationship between CONTRACTOR and the
SUBCONTRACTOR’S employees either under applicable DOLE Department Orders
or any other law, rule or regulation .

ARTICLE 6
OBLIGATIONS OF CONTRACTOR

6.1 For and in consideration of the faithful performance by the

SUBCONTRACTOR of the Services under this Agreement, CONTRACTOR shall
pay the SUBCONTRACTOR the fees for the corresponding services described in
the Purchase Order (the “Service Fees”) at the prices agreed upon in Annex “B
and C”, which prices shall be inclusive of the value-added tax. It is understood and
agreed that the prices therein are fixed for the period of effectivity of this Agreement
unless CONTRACTOR approves a variation order that may cause a price change.

6.2 CONTRACTOR shall pay the Service Fees to the SUBCONTRACTOR

after the SUBCONTRACTOR has fully paid all its employees or personnel who are
assigned to perform the Services under this Agreement all their salaries, wages and
other employee benefits legally due them up to and including the date of payment by
CONTRACTOR to the SUBCONTRACTOR. To protect CONTRACTOR against

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 possible claims from the SUBCONTRACTOR’S employees, the SUBCONTRACTOR
shall furnish CONTRACTOR such documents or proof evidencing compliance with
labor laws relative to the salaries, wages and other legally mandated employee
benefits of the personnel assigned to render the Services required under this
Agreement simultaneously with the submission of the invoice to CONTRACTOR.

ARTICLE 7
SERVICE REQUESTS

7.1 All Services rendered should be covered by a Purchase Order in the form
attached hereto as Annex “C” (or in such form as may hereinafter be prescribed by
CONTRACTOR) duly executed by the Authorized Personnel of CONTRACTOR.
CONTRACTOR shall not be responsible or liable for services rendered by a
SUBCONTRACTOR without a duly executed Purchase Order. The Purchase Order
number shall be indicated clearly and legibly in all the copies of the invoices to be
delivered to CONTRACTOR. Upon execution thereof by CONTRACTOR and the
written conformity thereto by the SUBCONTRACTOR, the Purchase Order shall be
subject to, and form an integral part of, this Agreement.

7.2 The quality of rendered Services shall be based on approved and/or

agreed specifications set out in the Purchase Order and Service Level Agreement.
Substitute services shall not be allowed unless a previous written approval was
granted by CONTRACTOR. CONTRACTOR reserves the right to reject at any time
any services that do not comply with the foregoing requirements.

7.3 The Services rendered shall be subject to review and acceptance by

CONTRACTOR. CONTRACTOR shall not pay any invoice or bill for Services
rendered unless these have been accepted by the end-user and proof of such
acceptance by CONTRACTOR’s Authorized Personnel is properly presented.
Services rejected on account of inferior quality or workmanship, shortage,
misinterpretation of plans, specifications, or instructions, and/or substitution not in
accordance with the specifications of the Job Order shall be referred to the
SUBCONTRACTOR. The transportation, hauling, wasted materials, consumables
and other expenses incurred by CONTRACTOR, including the costs of any
necessary re-work or substitution, attributable to unacceptable workmanship,
shortage, and other acts by reason of the unsatisfactory performance of Services
rendered by the SUBCONTRACTOR shall be for the account of the
SUBCONTRACTOR. Until final acceptance by CONTRACTOR, all risks for loss
shall be borne by the SUBCONTRACTOR.

7.4 The Services shall be performed within the period indicated in the Purchase Order
and Service Level Agreement. Any delay in rendering the Service shall be
considered a breach under this Agreement and under the Purchase Order/Service
Level Agreement and CONTRACTOR shall, without prejudice to the exercise of any
of its other rights and remedies, have the right, at its sole option, to declare the
SUBCONTRACTOR in default of this Agreement and/or Purchase Order, and to
declare the Purchase Order rescinded or resolved without need of further judicial
action, without prejudice to whatever rights and remedies CONTRACTOR may have
against the SUBCONTRACTOR under applicable laws.

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7.5 Changes or redirection which shall result in a change in price, service
specifications or scheduled requirements shall not be allowed or permitted without
the prior written approval or authorization by CONTRACTOR. Any action taken by
SUBCONTRACTOR as a result of unauthorized changes or redirection shall become
the sole liability of SUBCONTRACTOR.

7.6 CONTRACTOR, by written notice to SUBCONTRACTOR, may terminate

a Purchase Order, in whole or in part, when it is in the best interest of
CONTRACTOR to do so. If SUBCONTRACTOR fails to perform any of its
obligations hereunder, CONTRACTOR has the right, in addition to any other right or
remedy it may have in law or in equity, to cancel, in whole or part, any Purchase
Order hereunder without an obligation to compensate SUBCONTRACTOR therefore.

ARTICLE 8
PAYMENT OF SERVICE FEES AND PENALTIES

8.1 The Service Fees to be paid by CONTRACTOR for Services rendered by the
SUBCONTRACTOR shall be as specified in the Purchase Order and Service Level
Agreement.

8.2 In case a law or rule or regulation is passed or issued providing for a general
increase in wage and other labor benefits to workers in the private sector, said
monthly rate shall be the subject of renegotiation between the CONTRACTOR and
the SUBCONTRACTOR.

8.3 The SUBCONTRACTOR shall prepare three (3) copies of the invoice containing and
clearly indicating CONTRACTOR’s Purchase Order number, the particular Services
rendered or performed, the period within which it is to be completed, and the
specified period of completion and such other information required by
CONTRACTOR and submit to CONTRACTOR the original copy of the invoice to
CONTRACTOR INC, Accounting Department, Design Packaging Building, 1 st St
Cervantes Compound Paranaque City, Philippines and the duplicate copy of the
invoice to the Purchase Order originator.

8.4 CONTRACTOR shall hold ten percent (10%) of the total contract amount, as
specified in the Purchase Order, for six (6) months as retention fee guarantee. The
retention fee shall be released upon final acceptance from CONTRACTOR. Any
monetary penalties imposed on the SUBCONTRACTOR shall not be deducted from
the retention fee.

8.5 PENALTIES FOR BREACH

Second
Violation of Service First Offense Third Offense
Offense
1. Failure to implement Service
Written Monetary Disqualification
Level Agreement (SLA)
Warning Penalty; 3% from engagement
of Contract in subsequent

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 Price service contracts
Monetary Disqualification
2. Failure to comply with Safety,
Written Penalty; 3% from engagement
Security and Operational
Standards of CONTRACTOR Warning of Contract in subsequent
Price service contracts
Monetary Disqualification
3. Failure to submit the required
Written Penalty; 3% from engagement
Progress Report/billings on
time Warning of Contract in subsequent
Price service contracts

Monetary Disqualification
4. Failure to comply with DOLE Written Penalty; 3% from engagement
and other governmental
regulations Warning of Contract in subsequent
Price service contracts
Monetary Disqualification
5. Failure to comply with the
warranties and obligations Written Penalty; 3% from engagement
under the SUBCONTRACTOR
Warning of Contract in subsequent
Services Agreement
Price service contracts

ARTICLE 9
PRICE WARRANTY

9.1 SUBCONTRACTOR further warrants and represents that the prices charged
to CONTRACTOR pursuant to this Agreement are not in violation of any government
regulations relating to price discrimination. In the event of SUBCONTRACTOR’s
breach of this warranty and representation, CONTRACTOR shall, without prejudice
to the exercise of any of its other rights and remedies, have the right, at its sole
option, to declare this Agreement terminated.

9.2 The SUBCONTRACTOR warrants and undertakes to ensure that no part of

the total amount provided herein shall be paid directly or indirectly to any officer or
employee of CONTRACTOR as wages, compensation, favors, entertainment or gifts
in exchange for acting as officer, agent, employee, sub-SUBCONTRACTOR, or
consultant to the SUBCONTRACTOR in connection with any work contemplated or
performed relative to this Agreement.

ARTICLE 10
FORCE MAJEURE

Neither party shall be liable to the other for any delay or failure to perform its obligations
under this Agreement if all the following circumstances are present:

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(i) The delay or non-performance is caused by events or conditions
beyond the defaulting party’s control including fires, typhoons, volcanic eruptions,
floods, earthquakes, tsunamis, storms, disasters, war, rebellion, riots, strikes, acts of
terrorism or insurrection, and other events constituting Force Majeure;

(ii) The event referred to in paragraph (i) above directly affects the
performance of its obligations under this Agreement;

(iii) The defaulting party or the party who fails to perform gives the
other party prompt notice in writing stating the reason or cause for the delay or non-
performance, informing the other party of the status thereof and whether the
obligation may still be performed or not and that the other party is making reasonable
effort to perform the obligations hereunder; and

(iv) The delay or failure to perform the obligations is caused solely or

exclusively by the event constituting Force Majeure, without the other party’s fault,
negligence or contributory delay prior to, during or subsequent to the occurrence of
the Force Majeure.

In the event that Force Majeure requires the performance of the Services to be suspended
and the circumstances requiring the suspension of the Services of the SUBCONTRACTOR
are cured, removed or has passed, CONTRACTOR or SUBCONTRACTOR shall give
written notice to the other that the circumstances requiring the suspension are no longer
present, or have been remedied or cured and that the suspended services may be resumed.
Whether or not the changed circumstances require additional work shall be determined
jointly by CONTRACTOR and SUBCONTRACTOR.

In the event that Force Majeure causes damage to an extent that CONTRACTOR is no
longer in a position to determine whether the Services should be resumed or not without
extensive investigation and survey, and the SUBCONTRACTOR is not otherwise guilty of
fault or negligence, CONTRACTOR shall have the right to terminate the Agreement. In this
case, the SUBCONTRACTOR shall be entitled to receive payment for services done prior to
the occurrence of Force Majeure as determined by CONTRACTOR. Other than such
payment, the SUBCONTRACTOR shall have no other entitlement to any other claim for
compensation.

For purposes of this Agreement, “Force Majeure” shall mean an act of nature, God or man
which is beyond the control of the parties. For purposes of this Agreement, Force Majeure
shall include (i) rebellion, armed uprising, riot, civil commotion or any act of terrorism; (ii) a
court or government order enjoining or prohibiting the performance of the Services; (iii)
natural calamities, including flooding, typhoons, or adverse weather conditions, provided,
that rain, wind, flood or other natural phenomena of inconsequential degree for the locality of
the project site shall not be considered Force Majeure; and (iv) strikes, lockouts or work
stoppages of a city-wide or regional scale affecting any of the trades employed in the
construction works or any of the trades engaged in the preparation, manufacture or
transportation of any of the goods or materials required for the performance of the Services
or caused by concerted mass action on the part of the SUBCONTRACTOR’s employees
which are illegal per se or later determined to be illegal by the appropriate government
agency.

ARTICLE 11
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 EFFECTIVITY AND TERMINATION

11.1 This Agreement shall be effective starting on _______ and terminating on _______.
This is without prejudice to any pre-termination of this Agreement with or without
cause by either party upon a thirty (30) day prior written notice to the other party
without prejudice to whatever rights and remedies the aggrieved party may have
against the offending party under this Agreement and applicable laws, provided, that
the thirty (30) day notice is not necessary when the basis of pre-termination is a
material breach of any provision of this Agreement, such as but not limited to the
following:

a. Failure of the SUBCONTRACTOR to perform any obligation under

this Agreement to a degree such that in the reasonable opinion of
CONTRACTOR, such failure jeopardizes CONTRACTOR’s obligation to
provide quality service to Generika’s chain of Drugstores.

b. Failure of the SUBCONTRACTOR to provide any material

obligation and personnel as required in this Agreement.

c. Failure of the SUBCONTRACTOR to perform any of the Services

requested by CONTRACTOR under the Scope of Works (Annex “D”) and
indicated in the Purchase Order hereof except under conditions of Force
Majeure.

d. Non-compliance by the SUBCONTRACTOR with the agreed

service specifications or scope of works.

e. Falsification and/or tampering by the SUBCONTRACTOR or its

employees, agents or representatives of records, reports, and the like, such
as but not limited to, accomplishment reports, and/or billing invoices.

f. Unethical activities such as cutting corners in quality, bribery,

padding of variation order billings, deliberate or by negligence; providing
erroneous or misleading information or data, violation or disregard of safety
and other agreed policies and procedures, and other nefarious activities
affecting the integrity of the relationship of the SUBCONTRACTOR and
CONTRACTOR.

11.2 Any deviation from the stated rights and obligations, as well as any occurrence of
events listed above, shall warrant the termination of this Agreement as may be
deemed applicable by CONTRACTOR in addition to such other rights and remedies
that it may avail of under applicable laws.

11.3 In the event of a termination, CONTRACTOR shall have the obligation to obtain the
services of another SUBCONTRACTOR or any third party in order to complete the
Services hereunder which should have been rendered and completed by the
SUBCONTRACTOR.

ARTICLE 12

Page 13 of 20
 AMENDMENTS

12.1 The parties hereto agree to conduct periodic evaluation of the price, terms and
conditions of this Agreement with the end view of making such amendments and
adjustments as may be deemed necessary subject to the mutual agreement of the
parties.

12.2 This Agreement sets out the entire agreement of the parties and may not be modified
or amended except by a written agreement dated after the date hereof and signed by
or on behalf of both parties hereto.

ARTICLE 13
NOTICES

Any notice or communication required or permitted to be given to the parties to this

Agreement shall be in writing and signed by an authorized person and delivered by hand,
faxed or registered mail to:

If to CONTRACTOR:

Name :
Address :
Tel. No. :
Fax No. :

If to SUBCONTRACTOR:

Name :
Address :
Tel. No. :
Fax No. :

Any substitute or change in name, address, and telephone or fax number of a party shall be
effective only after receipt of written notice by the other party of such changes.

ARTICLE 14
VENUE OF COURT ACTIONS AND GOVERNING LAW

15.1 In case of breach or violation of any of the terms and conditions of this Agreement
committed by either of the parties to this Agreement, each party agrees to pay to the
aggrieved party an additional sum equivalent to twenty percent (20%) of the amount
due as attorney’s fees, plus the expenses and costs of suit. Any legal action arising
from this Agreement or of any contract incorporated herein by reference shall be filed
in the proper courts of PARANAQUE City to the exclusion of all other courts.

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

Page 14 of 20
 ARTICLE 15
MISCELLANEOUS

16.1 CONTRACTOR and the SUBCONTRACTOR warrant and represent that they are
companies duly organized and validly existing under the laws of its place of
incorporation, which the power to execute this Agreement and to exercise its rights
and perform its obligations hereunder;

16.2 CONTRACTOR and the SUBCONTRACTOR warrant and represent that their
authorized signatory/ies have the proper and necessary authority to act for and in
behalf of the companies which they represent in connection with this Agreements
and that all corporate or other actions required to authorize the execution and
performance of their obligations have been duly taken;

16.3 If any provision of this Agreement is held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.

16.4 No waiver by either party, or failure by the either party to require strict compliance by
the other party with any of the terms of this Agreement, or other forbearance or
indulgence granted or shown to the latter by the former or any practice between the
parties, shall release, discharge or in any manner affect or prejudice the right of each
party at any subsequent time to require strict and full compliance by the other party
with any or all of the provisions of this Agreement.

16.5 This Agreement shall be binding upon the respective successors, executors,
administrators, representatives and assigns of the parties hereto. However, the
SUBCONTRACTOR may not assign or subcontract this Agreement or any portion of
the Services or jobs specified herein without the prior written consent of
CONTRACTOR.

16.6 Any changes or amendments to terms and conditions in this Agreement which shall
be made after the execution hereof shall be mutually agreed upon and confirmed in
writing by both parties before effectivity of such change or amendment.

16.7 This Agreement may be extended under the same terms and conditions subject to
the mutual agreement of both parties.

16.8 This Agreement, Service Level Agreement, Purchase Order and Scope of Work / Bill
of Materials (once executed pursuant hereto) constitute and shall constitute the
entire agreement between the parties and neither of them shall be bound by any
stipulation, representation, agreement or promise not contained or incorporated
herein and therein.

Page 15 of 20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers, thereunto duly authorized, at the place and on the date stated
above.

NAME OF SERVICE PROVIDER ROBUST INTEGRATED SYSTEMS

EXPERTISE AND RESOURCES, INC.

By: By:

NAME OF OFFICER MOISES ISAIS, JR.

Position President

SIGNED IN THE PRESENCE OF:

______________________ _______________________

Page 16 of 20
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

PARANAQUE CITY, )S.S.

BEFORE ME, a Notary Public for and in ______________, on ______________________

2014, personally appeared the following:

Name Passport No. Competent Evidence Date/Place

of Identity Issued

ROBUST INTEGRATED
SYSTEMS EXPERTISE
AND RESOURCES, INC.

Represented by:

Moises Isais, Jr.

NAME OF SERVICE PROVIDER

represented by :

who were identified by me through competent evidence of identity that they are the same
persons described in the foregoing instrument, who acknowledged before me that their
signatures on the instrument were voluntarily affixed by them for the purposes stated therein,
and who declared to me that they executed the instrument as their free and voluntary act and
deed and that they have the authority to sign on behalf of their respective principals.

WITNESS MY HAND AND SEAL, on the date and at the place first above written.

Doc. No. ____;

Page No.____;
Book No.____;
Series of 20__.

Page 17 of 20
 ANNEX B
Service Level Agreement
Between
CONTRACTOR, Inc and ENERGIE MANAGEMENT

Description of service  DISTRIBUTION CENTER CIVIL WORKS

 Supply of labor and materials based on approved BOM, project
Scope of service
plans

 Service Level Agreement and Notice of Award must be signed

before commencement of project
 Any change order, variations should be first consulted with our
Design /Facilities Team
 All materials used for construction must be of good quality and
must be based on approved specifications. SUBCONTRACTOR
may be liable for any charges incurred for delays that resulted
Service targets
from using wrong specifications/materials.
 CONTRACTOR has the right to reject any delivery that does not
comply with specified standards.
 Daily/Weekly Accomplishment Report should be done and must
be signed off by Business Development and Facilities Team
before requesting for payment ( Progress Billing, Retention and
Final Billing ).

Support availability 24 hours

All incidents and requests are to be directed to:
Support procedure Energie Management Gen Manager: __________
or representatives

 Telephone / contact Numbers:

SUBCONTRACTORs : ___________ – 09
Support contacts

CONTRACTOR will provide admin, supervisory support during

Customer’s Responsibility
incidents relating to proper coordination with local area authorities
and other regulatory agencies.
 Daily/Weekly written report of status of operation
Service report frequency

Page 18 of 20

Service Performance
Service report distribution
Service review
Service review attendance
Payment Terms
Agreement Timeframe/warranty
Customer representative
TEODORO FERRER JR.
VICE PRESIDENT
CONTRACTOR, Inc.
SUBCONTRACTOR
representative
RAINIER PEREZ
GENERAL MANAGER
ENERGIE MANAGEMENT
 Wear proper uniform, ID, and PPE at all times while on duty;
 Operate in a quick and efficient manner, without posing
obstructions, and without presenting any unreasonable
inconvenience to CONTRACTOR operations, customers and
surrounding areas where they would conduct their operations;
 Implement safety program in all undertakings consistent with
CONTRACTOR’s health and safety procedures
 Respond and accomplish within 24 hours all job requests;
 Ensure communicability at all times;
 Abide by all existing Philippine laws and ordinances at all times (
 All vehicles and equipment shall be clean, well maintained, and
free from obscene images and unofficial messages / display
material at all times;
 SUBCONTRACTOR representative
 CONTRACTOR representative – Warehouse Manager
 Daily meeting – with time and venue as specified by
Facility/Warehouse Manager concerned
 SUBCONTRACTOR representative
 CONTRACTOR representative – Warehouse/Facility Manager
 50% downpayment
 Progress billing -
 10% retention - - 6 months
 Collections are scheduled every Friday
 Attachments shall include:
o Signed Purchase Orders/Progress Report
o Delivery Receipt
 Sales Invoice
 Thirty days ( 30 )
 One year warranty on material defect
(Signature) (Date)
(Signature) (Date)
Page 19 of 20
Page 20 of 20