STATEMENT OF WORK

This Statement of Work is issued pursuant to the terms of the Services Agreement Commented [LMGF1]: Issue is not the proper word.

(“Agreement”), dated 10th of June 2019 by and between, SEAOIL PHILIPPINES, Executed would be more appropriate to describe the pact between
INC. (“CLIENT”) and YONDU, INC. (“CONTRACTOR”). All the terms and SPI and Yondu.

conditions in the Agreement, except as expressly modified below, shall be

considered part of this Statement of Work. In the event of any inconsistency
between the Agreement and this Statement of Work, this Statement of Work shall
prevail over the Agreement.
1. SCOPE OF SERVICES
Commented [LMGF2]: I think the Statement of Work should be
considered incorporated to the Master Service Agreement not the
other way around.
It will be more consistent with the statement that the Statement of
Work will prevail over the Master Service Agreement in case of
Conflict.

Suggested Revision: All the terms and conditions in this Statement

The CONTRACTOR shall provide qualified and competent resource as
required by the CLIENT. The details of the Services are specified in Annex A.
2. NUMBER AND QUALIFICATION OF
PERSONNEL
of Work shall be deemed incorporated in the Master Service
Agreement referred to above. In the event of any inconsistency
between the Agreement and this Statement of Work, the latter
shall govern insofar as the inconsistent provisions are concerned.

2.1 CONTRACTOR shall provide sufficient number of personnel to perform

the Services based on the requested and submitted Position Requirements of Commented [LMGF3]: Contractor shall provide a sufficient
number of personnel that will efficiently and effectively perform
CLIENT which is indicated on Annex A. the services based on the requested and submitted position
requirements of the CLIENT….
2.2 In relation to Section 4.2 of the Agreement, in the event of an increase in
the number of personnel, or in case of replacement of personnel, the
CONTRACTOR shall deploy the personnel to the CLIENT within thirty (30)
days from agreement of the parties to increase or replace personnel assigned.

2.3 Except as provided in the immediately preceding paragraph, the

CONTRACTOR shall not pull-out or recall the deployment of any personnel
assigned to the CLIENT without at least thirty (30) day written notice to the
CLIENT prior to the intended date of pull- out or recall.

3. PLACE OF ASSIGNMENT

The CONTRACTOR shall perform the Services at SeaOil Philippines, Inc. 19th
Floor, Taipan Building, F. Ortigas Avenue, Pasig City, Metro Manila,
Philippines or at such other places or venue as the interest, needs, business or
opportunity of CLIENT shall require.
4. CONTRACT FEE AND EXPENSES

4.1 For and in consideration of the faithful performance by the

CONTRACTOR of its obligations under this Agreement, the CLIENT shall
pay in favor of the CONTRACTOR on a Monthly basis for the deployed
Resource, following the monthly rate for the Term as provided in Section 5.1.
Overtime work hours, absences, tardiness and undertime will be computed
using the hourly rate. Below is the billing rate for reference.

Resource *Rate Name Php / month

Full Stack Developer *VAT exclusive

4.1.1 OVERTIME RATES and NIGHT DIFFERENTIAL- For

services rendered over the first eight (8) hours of regular
work, overtime shall be computed based on the following
overtime premiums:
4.1.1.1. 125% of the regular hourly rate for
regular working days.

4.1.1.2. 130% of the regular hourly rate for

days of rest or special non-working holidays;
150% of the regular hourly rate for special non-
working holiday AND rest day at the same
time. 4.1.1.3 200% of the regular hourly rate for
legal holidays; 260% of the regular hourly rate
for legal holidays AND rest day at the same
time. 4.1.1.4 10% additional to the computed
hourly rate for services rendered between 10:00
p.m. and 6:00 a.m.

4.1.2 OFFICIAL NON WORKING DAYS AND LEGAL HOLIDAYS –

CLIENT agrees to recognize official and legal holidays and other non-
working holidays declared by law or fortuitous events like typhoon,
floods, other calamities, work stoppages due to strike, etc. which will
allow assigned personnel to be absent from work. Client will be billed
the guaranteed eight (8) hours in the absence of any government
ruling to the contrary.

4.1.3 OUT OF TOWN ASSIGNMENTS. Should the assigned

personnel/s be required to work outside Metro Manila but within the
Philippines, the CLIENT shall provide for the following:
 4.1.3.1 Transportation / Plane
Fare
4.1.3.2 Meal Allowance
4.1.3.3 Lodging Expenses
4.1.3.4 Insurance

4.1.4 FOREIGN ASSIGNMENTS. In cases where the assigned

personnel shall be required to leave the country to work at a place
designated by the CLIENT, the rate/s per month per assigned
personnel for the assignment shall be renegotiated. The CLIENT shall
shoulder all applicable expenses and taxes as detailed in Section 4
above.

4.1.5 ADJUSTMENT IN CONTRACT FEES/BILLING RATES-The

Parties may, by mutual agreement, change or adjust the service
fees/assigned personnel billing rates should there be extraordinary
inflation or in case laws are promulgated hereinafter which will affect
the CONTRACTOR’s cost. The CONTRACTOR will inform the
CLIENT in writing in case of a need to negotiate for any change in the
contract fees/billing rates.
Commented [LMGF4]: Let us take into consideration the case
of extraordinary deflation.
Furthermore, there will be an extraordinary inflation or deflation if
the BSP declared that there is an existing one. We cannot just
declare that there is an extraordinary inflation or deflation by
ourselves.

4.2 The CONTRACTOR shall issue a billing statement on the Contract Fee
due for the month within ten (10) days of the following month in accordance
with Section 3.2 of the Agreement. Payment shall be made within thirty (30)
days from receipt by CLIENT of the billing statement from CONTRACTOR.
Any amount paid later than thirty (30) days from the receipt of the billing
statement shall be subject to an interest of one percent (1%) per month of
delay.

4.3 Except as provided in Section 4.1, no other fees or expenses shall be

charged against the CLIENT. Additional Service-related expenses or other
direct and out of pocket costs (OPCs) related to this Statement of Work shall
be subject to the prior written consent of CLIENT and will be charged
against CLIENT as incurred. Payment by the CLIENT of such expenses shall
be made within fifteen (15) days from receipt of notice from the
CONTRACTOR together with receipts supporting such expenses. The OPCs
shall be invoiced at actual cost to the CLIENT and may include any cost of
travel, accommodation and per-diem as may be agreed by parties. ]
 5. DURATION AND TERMINATION

5.1 This Statement of Work shall be effective for a period of six (6) months
commencing on the ______________________ and terminating on the
______________________ (the “Term”) without need of notice.

5.2 In case of breach by CONTRACTOR of any warranty, representation,

condition or obligation herein, and the breach is not remedied within fifteen
(15) days from written notice, CLIENT may terminate this Statement of Work
immediately and demand payment of damages, without prejudice to the Commented [LMGF5]: Damages must be definite.

CLIENT’s rights or remedies at law or equity. Unless expressly stated by the There will be more dispute in case damages are demanded and the
CLIENT, termination of this Statement of Work shall not be construed as a amount is indefinite.

notice of termination for any other Statement of Work. Court intervention will be needed to make the indeterminate
amount determinable.
5.5 In the event that the CLIENT would like to absorb the assigned personnel
as part of their regular manpower, the CLIENT shall pay eighteen percent Commented [LMGF6]: Shall pay to whom?

(18%) of the commencing gross annual compensation package, which is Creditor and Debtor should be determinate or at least be
understood to include basic salary and fixed monetary benefits/allowances, determinable at the time of the performance of the obligation.

of the assigned personnel. Said amount shall be excluded of Value Added

Tax.

IN WITNESS WHEREOF, this Statement of Work is executed this 10th of June

2019 in Taguig City, Philippines.

SGS GULF LIMITED - ROHQ YONDU, INC.

By: By:

GLEN MENDOZA JOAN D. PENAFLORIDA Vice President,

President Information Technology and Systems

RECHEN DEL ROSARIO NICO JOSE NOLLEDO Systems

Architect, Chairman Information Technology and Systems
 ANNEX A SCOPE
OF WORK

FULL STACK
DEVELOPER The Services
shall include:
• Node.js
• React.js
• React Native
• Flutter
• AWS or any related cloud service
provider
• Microservices
• Minimum of 5 years experience in web
development