CONTRACT OF EXCHANGE OF SERVICE

This Deed of Exchange of Service (“AGREEMENT”) is entered into on the 15th of

August 2019

BETWEEN

NEWLIFE Aesthetic Plastic Surgery (hereinafter referred to as the “PRINCIPAL”), a

corporation duly organized and existing under the laws of the Republic of the
Philippines, with office and business address at 7th Floor of Centuria Medical
Makati, Century City Kalayaan Ave. cor. Salamanca St., Brgy. Poblacion, Makati
City, Metro Manila, Philippines, represented by its Marketing Team on the one
part;

AND

ROCKY JOHN TAYABAN (hereinafter referred to as the “VENDOR”), of legal age,

Filipino and a resident of 950 Tower 2, Sun Residences, Espana Blvd., Quezon
City, Philippines, on the other part.

Hereinafter, collectively referred to as the “PARTIES”.

WITNESSETH THAT:

WHEREAS, there is a need to hire the services of the VENDOR for social media
promotions in relation to the PRINCIPAL’s online marketing campaign;

WHEREAS, for the services to be rendered by the VENDOR, the PRINCIPAL agrees
to compensate the former in accordance to the terms set out in the provisions
below.

NOW THEREFORE, for and in consideration of the foregoing premises and their
mutual covenants herein set forth, the VENDOR and the PRINCIPAL herein bind
themselves and mutually agree as follows:

1. ENGAGEMENT. The PRINCIPAL hereby engages the services of the

VENDOR to render social media services aligned to the online marketing
campaign of the PRINCIPAL as stipulated in the Terms of Reference
attached herein as “ANNEX A”.
 The VENDOR shall duly notify the PRINCIPAL upon the completion of each
of his deliverables. All the output created and published by the VENDOR
shall not be deleted or altered without the approval of the PRINCIPAL.

2. TERM OF CONTRACT. The terms of this Agreement shall commence on the

effective date hereof and shall continue to be in effect until all obligations
of both parties have been delivered and discharged, and all payments
due have been paid in full.

3. COMPENSATION. In exchange for the services of the VENDOR, the

PRINCIPAL shall render plastic and cosmetic surgery services and/or non-
surgical aesthetic services equivalent to FOUR HUNDRED THOUSAND
PESOS (400,000.00 PHP), in accordance with the terms and provisions
stated in the Social Media Fee Offer attached herein as “ANNEX B”.

4. NON-COMPETE CLAUSE. During the duration of this contract and six (6)
months immediately preceding its consummation, the VENDOR shall not
directly or indirectly, engage, work, be employed and/or render the same
or similar services to any business which competes directly or indirectly
with the business of the PRINCIPAL.

5. CONFIDENTIALITY. VENDOR hereby agrees to hold confidential and make

reasonable efforts to maintain secrecy and confidentiality of all
confidential information that may pass to him from the PRINCIPAL during
the period governed by this contract. VENDOR shall additionally make no
disclosure of the terms of this agreement or of the Agreement itself.

VENDOR is prohibited from making copies or duplicates of any

Confidential Information, except as essential for the fulfillment of his duties
to the PRINCIPAL. VENDOR is prohibited from removing any Confidential
Information, related documents or proprietary property or information
without the written authorization of the PRINCIPAL.

If it should be necessary for VENDOR to disclose Confidential Information

to third parties in the course of this agreement, the third party must be
properly instructed that the disclosed information is Confidential in nature
and that all proper steps to ensure confidentiality by all parties is taken.

VENDOR further agrees, after the termination of this agreement, not to

make use of any confidential information for whatever purpose.

6. EMPLOYER – EMPLOYEE RELATIONSHIP. This agreement does not create any

employer-employee relationship and does not vest upon the VENDOR any
 of the rights afforded to employees under the PRINCIPAL’s company
policies or under Philippine laws, rules and regulations.

7. MUTUAL INDEMNIFICATION. The VENDOR and the PRINCIPAL shall defend,

indemnify and hold harmless each other, including affiliates and each of
their respective officers, directors, shareholders, employees,
representatives, agents, successors and assigns from and against all
claims of third parties, and all associated losses, to the extent arising out of
each party’s gross negligence or willful misconduct in performing any of its
obligations under this Agreement, or a material breach by a party of any
of its representations, warranties, or agreements under this Agreement.

8. EXCLUSIVE VENUE STIPULATION. The PARTIES irrevocably and

unconditionally agree that all disputes, legal actions, suits and
proceedings arising out of or relating to this Agreement shall be filed
before the appropriate court in the City of Makati, Philippines at the
exclusion of all other courts. The PARTIES hereby consents and submits to
the exclusive jurisdiction of the designated venue.

9. SEPARABILITY CLAUSE. In case any provision in this Contract shall be

invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not, to the fullest extent permitted by law, in
any way be affected or impaired thereby.

10. AMENDMENTS. This agreement constitutes the entire agreement of both

parties. Any addition or amendment thereto shall not bind any of the
parties, unless there is a written agreement thereto.

11. EFFECTIVITY. This agreement shall take effect upon signing of the PARTIES
and shall remain binding and in full force unless otherwise terminated by
either of the PARTIES with prior and written notice.

IN WITNESS WHEREOF, the PARTIES have caused this Exchange of Service

Agreement to be signed by them or their duly authorized representatives this
15th day of August 2019 at Makati City, Philippines.

___________________________
TAYABAN, ROCKY JOHN
Vendor – Social Media Influencer
___________________________
TAYABAN, ROCKY JOHN
Marketing Director – NEWLIFE

___________________________
TIU, EDRIANNE
Public Relations Officer – NEWLIFE

___________________________
JOAQUINO, JM
Marketing Coordinator - NEWLIFE
 TERMS OF REFERENCE
(ANNEX A)

The VENDOR binds himself to the following undertakings on or before August 23,
2019:

1. Create a YouTube Video of at least five (5) minutes in length and publish
the same on his YouTube channel located at: [URL of the YouTube
Channel]. The video must be public and must inform his subscribers and/or
audiences of the Search for Newlife Angels as explained in the official
announcement page located at: https://newlife.com.ph/search-for-
newlife-angels/. The VENDOR must introduce himself as a judge in the said
event.

2. Inform his followers on Facebook and Instagram by sharing the YouTube

video he created in Task 1, or by publishing a separate post other than
the YouTube video for the same purpose.

3. Judge and interview the TOP 50 APPLICANTS on SEPTEMBER 7, 2019 at the

designated venue in Centuria Medical Makati. The screening and judging
session starts from 9:00 AM and ends at 5:00 PM.
 SOCIAL MEDIA FEE OFFER
(ANNEX B)

In consideration for the services to be rendered by the VENDOR, the PRINCIPAL

binds himself to the following terms of compensation:

1. The VENDOR may claim from the PRINCIPAL, in the form of cosmetic and
plastic surgery services and/or non-surgical aesthetic procedures
amounting to not more than four hundred thousand pesos (400,000.00
PHP).

2. The services and their commensurate value may be transferred or

assigned by the VENDOR to person/s of his choice with prior notice to the
PRINCIPAL.

3. The total amount of four hundred thousand pesos (400,000.00 PHP) is

divisible and may be transferred or assigned to multiple persons.

4. Any assignee, other than the VENDOR, shall be proscribed from

transferring or assigning to another person his/her claims against the
PRINCIPAL.

5. The services must be claimed and consumed by the VENDOR or his

assignee/s within one year from SEPTEMBER 8, 2019. Failure of the VENDOR
and/or his assignee/s to claim and consume the service/s within this
period shall be deemed a waiver of rights. Consequently, the PRINCIPAL
shall be relieved of its obligations.

6. The services to be rendered by the PRINCIPAL to the VENDOR and/or his

assignee/s shall be subject to the safety and medical conditions of the
VENDOR and/or his assignee/s, and the sound discretion of the
PRINCIPAL’s plastic surgeon - Dr. James B. Joaquino.