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This Memorandum of Agreement is made and entered into this _____ day of
__________________, _____ by and between:
GENERAL PROVISION
a. This Agreement constitutes the whole of this Agreement between the Parties hereto
relating to the matters dealt with herein and, save to the extent otherwise provided herein,
no undertaking, representation, term or condition relating to the subject matter of this
Agreement not incorporated in this Agreement, shall be binding on any of the Parties;
b. No variation, addition, deletion, or agreed cancellation will be of any force or effect
unless in writing and signed by or on behalf of the Parties hereto. Failure or delay on the
part of any Party hereto in exercising any right, power or privilege hereunder will
constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of
any right, power or privilege preclude any other or further exercise thereof or the exercise
of any other right, power or privilege;
c. Save as otherwise herein provided, neither this Agreement nor any part, share or interest
therein nor any rights or obligations hereunder may be ceded, assigned, or otherwise
transferred without the prior written consent of the other Party;
d. Any consent or approval required to be given by any Party in terms of this Agreement
will, unless specifically otherwise stated, not be unreasonably withheld;
e. Each Party agrees that, in its respective dealings with the other Party under or in
connection with this Agreement, it shall act in good faith; and
f. This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the same agreement
as at the date of signature of the Party last signing one of the counterparts. The Parties
undertake to take whatever steps may be necessary to ensure that each counterpart is duly
signed by each of them without delay.
SCOPE OF SERVICES
MAPECON shall provide pest control services to CLIENTS’ facilities (SIDC Feedmill
and SIDC Balagtas New Warehouse) for a period of ______________ in which MAPECON shall
oversee and supervise the implementation of a PEST MANAGEMENT program with daily
activities to be conducted by the CLIENTS’ appointed personnel and conduct its own pest control
activities once a month with plant inspection visits once a month also.
The program comes in the form of monitoring pest activities, the use and maintenance of mechanical and
physical devices, pest trending and audit reports, and the application of chemicals through spot and surface
spraying, fly bait granules, and misting using pesticides approved by the Fertilizer & Pesticide Authority
(FPA) or Food and Drug Administration (FDA). All liquid pesticides shall be water-based with no
persisting odor. This type of services is meant to manage the existing pest concerns which include rodents,
cockroaches, ants, mosquitoes, and houseflies.
2. Monthly Activities
(a) Submission of Pest Management Report from our Certified Pesticide Applicator
(CPA)/Entomologist, summarizing all pest concerns, observations, and recommendations.
(b) Inspection visit of facilities and meeting with contact person to discuss pest control conditions
and inspection results, to achieve successful pest management.
These specifications, however, do not include any structural modifications, treatment
of any area outside the facility lot, and bukbok, storage insect pests, termites, and any other
unnamed pests.
I. CLIENT RESPONSIBILITY
The CLIENT shall appoint one Pest Management Officer and at least one In-House Pest Controller:
The Pest Management Officer is tasked to be responsible for the following:
1. MAPECON shall provide pest control services to CLIENT facilities in which MAPECON
shall oversee and supervise the implementation of the PEST Management program monthly;
2. MAPECON shall set up a program in form of monitoring pest activities, the use and
maintenance of mechanical and physical devices, pest trending and audit reports, and the
application of chemicals through spot and surface spraying, fly bait granules, and misting
using pesticides approved by the FPA or FDA. Likewise, CONTRACTOR will provide a
water-based pesticides with no persisting odor.
3. Checking of rodent bait stations, cage traps, and glue trap stations to monitor its conditions
and effectiveness;
4. Monitoring of pest activity and concerns around the plant as a tool in coming up with a
monthly Pest Management Report;
5. Complete space spraying (misting) inside the plant and on outdoor areas within the plant lot to
eliminate flying insects present inside at the time of treatment;
6. Chemical spot, surface, and space spraying within the plant lot where cockroaches and ants
harborages and sightings are established;
7. Submission of Service Report indicating details of service rendered, chemicals used, and pest
management observations and recommendations;
8. Inspection visit of facilities and meeting with contact person to discuss pest control conditions
and inspection results, to achieve successful pest management;
9. Submission of Pest Management Report from our Certified Pesticide Applicator (CPA) /
Entomologist, summarizing all pest concerns, observations, and recommendations.
IV. TERMS
a. This agreement will commence on __________________ until _______________.
Upon its expiration, this contract may be renewed under such terms and conditions as
my be mutually agreed upon by both parties, written notice of intention to renew the
service shall be served to the MAPECON not later than thirty (30) days prior to the
expiry date of the period herein agreed upon.
X. INSURANCE
a. MAPECON shall, for the continued duration of this Agreement, have and maintain
sufficient insurance to cover its obligations and liabilities under this Agreement.
MAPECON shall provide CLIENT with a certificate of existence of such insurance.
b. The terms of any insurance or the amount of cover shall not relieve the Supplier or
third party of any liabilities under this Agreement.
c. If MAPECON or its Personnel are involved in any occurrence which to their knowledge
may give rise to a claim under any insurance policy effected by the CLIENT, MAPECON
shall without delay:
c.1 notify the CLIENT of the circumstances giving rise to such occurrence, the
nature of the occurrence and the estimate of any loss or damage which may be
suffered as a result of such occurrence; and
c.2 provide CLIENT and its insurance brokers with any assistance reasonably
required in order to ensure that CLIENT is able to successfully prosecute such
insurance claim.
XI. TERMINATION
a.
Should either Party breach or otherwise be in default of any of its obligations
under or in terms of this Agreement and remain in default or fail to remedy such
breach, if such breach is indeed capable of remedy, within 30 (thirty) business
days of receipt of written notice calling upon it to do so, the other Party will be
entitled, but not obliged, in addition to any other rights which it may have or
remedies which may be available to it:
a.1. to cancel this Agreement, with or without claiming damages, provided that such
breach constitutes a material breach; or
a.2. to obtain an order against such defaulting Party for specific performance, with
or without claiming damages.
b. In the event that either Party commits an act of insolvency or is placed under a
provisional or final winding-up or judicial management order or if either Party
makes an assignment for the benefit of creditors, or fails to satisfy or take steps
to have set aside any judgment taken against it within 15 (fifteen) business days
after such judgment has come to its notice, then the other Party will be entitled
to terminate the Agreement on written notice.
XII. AMENDMENTS
a. No modifications of this Memorandum of Agreement (MOA) or any part thereof
shall be made except upon execution of a written instrument duly signed by both
parties; and
b. Should circumstances necessitate the revision of the agreements embodied in this
MOA, the concerned parties shall, prior to such revision, coordinate in the process of
revision and grant a reasonable grace period of implementation of such revision.
XIII. ASSIGNMENT
Neither Party may assign, delegate or transfer its rights or benefits and/or
obligations under the terms of this Agreement to any third party without the prior written
consent of the other Party, provided that the CLIENT may assign its rights and benefits
under the terms of this Agreement to any of its Affiliates, and in the event of such
assignment, the duties and obligations of the CLIENT under this Agreement may be
performed by its assignee in lieu of the CLIENT.
Further, notwithstanding any consent given by the CLIENT for any assignment,
delegation or transfer of the MAPECON’S rights or benefits and/or obligations under the
terms of this Agreement, MAPECON shall remain solely responsible to the CLIENT for
observing and complying with and the due performance of all the duties, obligations,
undertakings, warranties and covenants of MAPECON set out in this Agreement.
XIV. SEVERABILITY
If any term, condition, provision or performance, or any part of a term,
condition, provision or performance of this Agreement is determined to be invalid,
illegal, unlawful or unenforceable to any extent, that term, condition, provision or
performance or the relevant part thereof shall be severed from the remaining terms,
conditions, provisions and performance of this Agreement, or amended to make it valid,
legal, lawful and enforceable, in such a manner as to leave the amended Agreement
substantially the same in essence, and this Agreement so amended shall remain in force
and effect.
XV. CONFIDENTIALITY
MAPECON acknowledges that all information relating to the CLIENT and/or
its operations are confidential and belong to the CLIENT. MAPECON shall maintain
and cause to be maintained the confidentiality of all such information, and shall not
without the prior written consent of the CLIENT (which shall not be unreasonably
withheld), copy or use or disclose any such information whether during or after the
termination of the Term to any person save and to the extent that such use or disclosure is
necessary.
XVI. NON-EXCLUSIVITY
The CONTRACTOR acknowledges and agrees that it may not be the exclusive
provider of the Services to the CLIENT and the CLIENT may procure the Services or
services similar to the Services from or otherwise conduct business with other parties
who may be in competition, whether directly or indirectly, with the CONTRACTOR.
XVIII. WAIVER
The failure of either Party to insist upon a strict performance of any of the terms
or provisions of this Agreement or to exercise any option, right or remedy herein
contained, shall not be construed as a waiver or as a relinquishment in the future of such
term, provision, option, right or remedy, but the same shall continue and remain in full
force and effect throughout the term of this Agreement. No waiver by either Party of any
term or provision thereof shall be deemed to have been made unless expressed in writing
and signed by an authorized representative of such Party.
XIX. EFFECTIVITY
This Memorandum of Agreement shall take effect upon signing by the Parties
to the Agreement.
IN WITNESS WHEREOF, the parties hereto have affixed their respective signatures
this ____ day of ______________, ________ in __________________ Philippines.
By: By:
______________________ ______________________________
HON. RICO B. GERON MR. MANOLO P. ROSALES
CLIENT CONTRACTOR
___________________________ ___________________________
ACKNOWLEDGEMENT
Know to me to be the same persons who executed the foregoing instrument, and they
acknowledged to me the same is their free act and deed.
This Memorandum of Agreement consisting of _________ (__) pages, including the
page on which this acknowledgement is written, has been signed in each and every page thereof
by the herein parties and their witnesses, and sealed with my notarial seal.
IN WITNESS WHEREOF, I have hereto set my hand on the day, year and place above
the written.
NOTARY PUBLIC