CONTRACT OF SERVICE

KNOW ALL MEN BY THESE PRESENTS:

_______________________________, a duly registered

company with principal address as ______ represented
by ______________ hereinafter referred to as the
“EMPLOYER”

- and –

_____________________________, of legal age, single,

Filipino and with postal address at
______________________________, hereinafter referred to
as the “EMPLOYEE”; collectively referred to as “the
Parties”.

WITNESSETH; that

WHEREAS, the EMPLOYER is in need of PROJECT MANAGER with

competence in the area subject of the position mentioned hereunder;

WHEREAS, the EMPLOYER sought the employment of the EMPLOYER who

applied and expressed willingness to enter into this agreement;

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

Article I. COMMENCEMENT OF SERVICE

The EMPLOYEE, who hereby accepts the appointment and is appointed as a

PROJECT MANAGER for the EMPLOYER.

Article II. DURATION AND TERMINATION

Section1. This agreement will become effective from ___________ (insert date)
and it will continue for an indefinite period until it has been canceled in terms
hereof.

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Section2. This agreement may be terminated by any or both parties subject to
prior notice. A written notice shall be submitted at least fourteen (14) days
prior to the intended termination. The written notice shall be deemed accepted
unless an objection is communicated by any of the parties at least a week from
the intended date.  

Article III. CONTRACTED RATE

Section1. The EMPLOYEE agrees to receive a contracted rate herein attached

as Annex “A”. Parties agree that the foreign exchange rate at the time of
payment shall be applicable.

Section2. The
Section5. EMPLOYEE shall be held liable for a deduction from its contracted
rate in case of delay, absence or any non-work related interruption subject to
the provision of the preceding article.

Section 6. The agreed contracted rate shall be considered as confidential and

should not be disclosed for any reason, other than as required for appropriate
financial reporting purposes. Any unauthorized disclosure of confidential
information by the EMPLOYEE may create unnecessary conflict and disputes,
and may lead to disciplinary action.

Section6. Neither party may assign or transfer all or any portion of this
Agreement without the prior written consent of the other party. 

Article IV. ATTENDANCE AND LEAVE BENEFITS

Section1. The EMPLOYEE undertakes to observe punctuality and

professionalism at all times. The parties agree on “No Work No Pay” Policy. In
the event that the EMPLOYEE had incurred absences beyond two (2)
consecutive days, provisions in Article VI. Breach of Contract shall apply.

Section2. The EMPLOYEE agrees to give a Five (5) day Service Incentive Leave
provided that the EMPLOYEE had rendered the service for at least three (3)
months. The parties agree that the Service Incentive Leave must be earned on a
monthly basis where a fraction equivalent to one (1) day shall be granted to the
EMPLOYEE for each month.

Section3. The Service Incentive Leave may be used at the discretion of the
employee who may use it for sick leave, vacation leave, or for any other
personal reasons. Unused service incentive leaves are required to be converted
to cash every quarter.

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Section3. The EMPLOYEE also agrees to pay the corresponding monetary value
for US Holidays which shall be credited to the EMPLOYEE’S agreed contracted
rate.

Article V. TRAINING AND CERTIFICATION

 
Section 1. The EMPLOYEE agrees to undertake training and certifications necessary in the
project execution.
 
Section 2. The EMPLOYER agrees to provide an all-expense paid training to the EMPLOYER
in relation to the project involves provided that the EMPLOYEE signs a Bond Agreement.
 
Section 3. The EMPLOYER agrees to pay the corresponding contracted the rate during the
course of any training or certification needed regardless of the location where it has to be
conducted.  

Article VI. THE EMPLOYEE’S DUTIES

Section1. The EMPLOYEE shall perform duties and responsibilities hereto

attached as Annex “A” and such responsibilities that may be assigned relevant
thereto;

Section2. In addition, the EMPLOYEE shall observe the law, rules and
regulations, standards of fairness, justice, good customs, and fair play in the
discharge of his/her duties;

Section3. The EMPLOYEE has no authority to and will not exercise or hold
itself out as having any authority to enter into or conclude any contract or to
undertake any commitment or obligation for, in the name of or on behalf of the
EMPLOYER except to the contract involving the assigned project.

Article VII. BREACH OF CONTRACT

Section1. The EMPLOYEE shall be deemed to have breach this agreement upon
the following instances:

A. Habitual Absenteeism

The EMPLOYEE is bound to perform its duty provided in the

preceding article. Any delay, absence or any unnecessary and non-
work related interruption shall be subject to a penalty charge.

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 B. Fraud and Willful Breach of Trust

The EMPLOYEE shall deem breach this agreement when there is an

act, omission, or concealment that involves the EMPLOYEE’s legal
duties against the EMPLOYER or its representative.

C. Breach of Communication and Disclosure

Any unauthorized disclosure of confidential information obtain by the

EMPLOYEE in the course of the employment shall be deemed a
breach of this contract except otherwise provided in the preceeding
paragraphs.

In any of the foregoing events, the EMPLOYER reserves the right to

immediately terminate the services provided by the EMPLOYER without need
for compensation except for whatever is due prior the incident.

ARTICLE V. SERVICE HOURS

Section1. Service hours will on a flexible work arrangement subject to the

limitation provided by the nature of its work. The EMPLOYEE agrees to
perform the assigned duties that correspond to the number of accounts
assigned per hour unless a change in the schedule is agreed upon.

Section2. The EMPLOYEE will be entitled to a fifteen (15) minute paid break
per account which is already integrated to the agreed contracted rate.
Interruptions will normally not be permitted however operational
circumstances may justify an interruption whereupon equivalent time off will
be given. 

ARTICLE VI. SEPARABILITY CLAUSE

Should any of the provision of this Agreement be held invalid by any competent
court, the same shall apply only to the said provision and the remaining
provisions hereof shall remain valid and enforceable.

Article VIII. MODIFICATION

No modification or alteration of this Agreement shall be considered as having

been made unless otherwise executed in writing and duly signed by the parties
hereto.

Article IX. Non-Disclosure Agreement

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Section 1. Disclosing Party. ___________________________, which is the party
disclosing Confidential Information is referred to herein as “Discloser”.
____________ who is the party in receipt of such Confidential Information is
referred to herein as “Recipient”. Discloser is in the business of -
__________________ (the “Business”). Recipient is a prospective -
______________________ to the Business. In the process of evaluating the
Business and in case of a future business relationship with Discloser, Recipient
shall receive Confidential Information from Discloser.

Section 2. For purposes of this Agreement, “Confidential Information” means

any information disclosed during the Confidentiality Period, which is or should
be reasonably understood to be confidential or proprietary to the Discloser,
whether oral or written, and regardless of the form of communication or the
manner in which it is furnished, including, but not limited to, information
concerning Discloser’s business, products, services, content, methodologies,
finances, subscribers, source code, tools, protocols, product designs and plans,
customer lists and other marketing and technical information, the terms and
existence of this Agreement, and any other unpublished information, analyses,
compilations, data, studies, notes, interpretations, memoranda, extracts or
other documents prepared by the Recipient or Recipient’s representatives
containing or based in whole or in part on any such furnished information.

“Confidential Information” shall exclude the following:

(i) Information that is already in the Recipient’s possession prior

to the execution of this Agreement;

(ii) Information that is or becomes a matter of public knowledge

through no fault of the Recipient or its representatives;

(iii) Information made known to the Recipient by a third party

who is lawfully in possession of the information and had the
right to provide the information to the Recipient;

(iv) Information independently developed by the Recipient

without the aid, application or use of Confidential
Information;

(v) Information that is required disclosed by provision of law or

by a court of competent jurisdiction;

(vi) Information disclosed by the Recipient with the Discloser’s

prior written approval.

Section 3. Recipient shall make use of the Confidential Information only for the
purpose of a possible contract with Discloser for the rendering of advise to the
Discloser in connection with the Business.

Section 4. Recipient acknowledges that Discloser’s Confidential Information is

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valuable, special and unique to its business; that it is not widely known; and
that Discloser’s business depends on such Confidential Information. Recipient
acknowledges that Discloser has taken, and continues to take, reasonable and
necessary steps to protect its Confidential Information and keep it confidential,
including requiring Recipient to sign this Agreement. Based on the foregoing,
Recipient agrees as follows:

(vii) All rights to Confidential Information are and shall remain

the sole property of and in control of Discloser;

(viii) Recipient will keep Discloser’s Confidential Information

confidential;

(ix) Recipient will not, at anytime, except with the consent of the
Discloser: (a) reproduce or copy; (b) disclose or transfer; (c)
aid encourage or allow any other person, business or entity
to gain possession or access to; (d) use, sell, or exploit; or
(e) encourage or allow any other person, business or entity
to use, sell or exploit, any of the Confidential Information;
and

(x) Recipient will not disclose any information received by

Discloser from a third party for the period required by any
confidentiality agreement, understanding or duty between
Discloser and the relevant third party.

Section 5. Confidentiality Period and Termination. Recipient’s obligations

under this Agreement shall begin on Effective Date and terminate seven (7)
years thereafter. This Agreement may be terminated earlier by the parties in
writing upon mutual agreement. Notwithstanding the early termination of this
Agreement, the portion of this agreement shall survive for a period of seven (7)
years from effectivity date.

Section 6. Standard of Care. Recipient shall protect the disclosed Confidential

Information from disclosure to any person other than its employees, officers,
directors and agents who have a need to know and who agree to be bound by
terms substantially similar to those set forth in this Agreement. Recipient
agrees to use the same degree of care, but no less than a reasonable degree of
care, to prevent the unauthorized use, dissemination, derivation or publication
of the Confidential Information as Recipient uses to protect its own confidential
information of a like nature.

Section 7. Warranty. Discloser warrants that it has the right to make the
disclosures under this Agreement. NO OTHER WARRANTIES ARE MADE BY
DISCLOSER UNDER THIS AGREEMENT. ANY INFORMATION DISCLOSED
BY DISCLOSER UNDER THIS AGREEMENT IS PROVIDED “AS IS” AND
WITHOUT ANY WARRANTY, WHETHER EXPRESS OR IMPLIED,
REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE.

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2. Rights. Recipient does not acquire any intellectual property rights
under this Agreement.

3. Non-Impairment of Business Opportunities: The Recipient agrees

that it will not make use of or otherwise appropriate Confidential
Information for its own use or benefit, or use any of the Confidential
Information to impair the business, interests, or business
opportunities of the Discloser..

4. Return of Confidential Information: Recipient shall return or

destroy (and so certify to Discloser) all tangible material embodying
Confidential Information (in any form and including, without
limitation, all summaries, copies, electronic or otherwise and excerpts
of Confidential Information) at any such time as Discloser may so
request.

5. Injunctive Relief and Damages: The Recipient acknowledges that

the Confidential Information subject of this Agreement is information
peculiar to the business of the Discloser, and that the nature of the
Discloser’s business is highly competitive. Recipient therefore agrees
that Discloser will have the right, in addition to its other rights and
remedies, to seek injunctive relief for any violation of this Agreement.

6. Non-waiver. Any failure by the Discloser to enforce the Recipient’s

strict performance of any provision of this Agreement will not
constitute a waiver of its right to subsequently enforce such provision
or any other provision of this Agreement.

7. Amendment. All modifications to this Agreement must be made in

writing and must be signed by an officer of each party.

14.Governing Law and Venue of Actions. This Agreement is made

under, and shall be construed according to the laws of the Philippines
and Singapore. Any action, suit and/or proceeding arising from, in
connection with or relating to this instrument shall be may be filed
with the courts of Makati, Philippines, having jurisdiction over the
same.

15. Counterparts. This Agreement may be executed in counterparts,

each of which shall be deemed an original and all of which together
shall constitute one and the same document.

16. Assignment. Recipient shall not assign or transfer any of its

obligations under this Agreement without the prior written consent of
the Discloser. Discloser shall have the right to assign any or all of its
rights and obligations without need of Recipient’s consent.

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Article X. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

The EMPLOYEE hereby acknowledges that it has read and agrees to be bound
by the terms and conditions of the EMPLOYER’S confidentiality and proprietary
information set forth in the preceding Article.

The EMPLOYEE hereby represents and warrants to the EMPLOYER that it is

not a party to any written or oral agreement with any third party that would
restrict its ability to enter into this Agreement or the Confidentiality and
Proprietary Information Agreement or to perform the EMPLOYEE’S obligations
hereunder and that the EMPLOYEE will not, by providing services to the
EMPLOYER, breach any non-disclosure, proprietary rights, non-competition,
non-solicitation, or other covenant in favor of any third party.

Both parties agree that any intellectual property used in the implementation of
the Agreement will remain the property of the EMPLOYER. This property can
be used by either party for purposes covered by the Agreement.

Article XI. ENTIRETY

This Agreement, including all Annexes, embodies the entire and complete
understanding and agreement between the Partners and no amendment will be
effective unless signed by both Partners.  The signature by both parties may be
made by electronic mail.
  

IN WITNESS WHEREOF, the parties have set their hands and affixed their
signatures this ________________ in ____________________.

________________________________ _____________________________
EMPLOYER EMPLOYEE

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