CONSULTANCY AGREEMENT

SO THE PUBLIC MAY KNOW:

This Contract made and entered into this 23rd day of August 2017 at Quezon City,
Philippines by and between:

STAFF SEARCH ASIA SERVICE COOPERATIVE, a

cooperative duly organized and existing under Philippine
laws with principal office address at 2 nd Floor, ARGO
Building, 274 EDSA, Barangay Socorro, Quezon
represented herein by its General Manager, Nadine V.
Baligod (hereinafter referred to as “SSA”);

and

NAIDA P. ILAO, Filipino, of legal age, with permanent

address at Blk. 5 Lot 20, Alegria @ Dos Rios, City of
Cabuyao, Laguna, (hereinafter referred to as “NAIDA”);

ANTECEDENTS:

WHEREAS, SSA is a cooperative engaged in the business of job contracting services;

WHEREAS, NAIDA has years of experience that may assist SSA in the re-engineering
and improvement of its Accounting Processes and the Accounting Department in general;

WHEREAS, SSA recognizes the need to engage the services of NAIDA under such
terms and conditions herein set forth.

NOW THEREFORE, for and consideration of the foregoing premises, the parties herein
hereby mutually agree as follows:

1. ENGAGEMENT :

SSA hereby engages the services of NAIDA to act as its consultant on certain
matters related thereto, and SSA hereby accepts the engagement under such terms and
conditions herein setforth for a period of six (6) months from August 16, 2017 to
February 16, 2018 provided that NAIDA shall report for at least 2 times a week
minimum of 6 hours per day.

2. SERVICE FEES :

For and in consideration of NAIDA’s performance of its obligations under this

Agreement, SSA agrees to pay NAIDA an amount equivalent to Twenty Thousand
Pesos (P20,000.00) net of taxes without need of demand, which shall be paid every 15 th
and end of the month starting August 31, 2017.

3. RESPONSIBILITIES OF NAIDA :

NAIDA shall have the following responsibilities:

 a. Assist the Cooperative in dealing with its Account Receivables with the
end view of keeping its business and advocacy afloat, including matters
pertaining to:

(i) Policies and Procedures on billing and collection;

(ii) Techniques/Methods that would minimize the risk of uncertainty
of collection of receivables;
(iii) Reconciliation of accounts;
b. Monitoring of Billing & Accounts Receivables.
c. Guide and train the Accounting Team.
d. Attend meetings and/or conferences whenever necessary subject to the
consultant’s availability.
e. Formulate/Determine processes that will improve the security measures,
reliability, and integrity of the Accounting records.
f. Other matters that would help the Cooperative in promoting its business
and advocacy.

4. TERMINATION :

4.1 BREACH. If either party should materially or repeatedly fail to fulfill its
obligations under this Agreement (a “breach”), the other party, without liability
therefore, may terminate this Agreement, in whole or in part, at any time as of which
such breach persists, by giving the breaching party written notice of such breach and the
intention of such other party to terminate this Agreement. The breaching party will have
30 days from receipt of such notification to cure such breach, except that, with respect to
those breaches which cannot reasonably cured within such 30 day period, the breaching
party shall have such period of time to cure such breach as would be required by a party,
in the exercise of good faith and all commercially reasonable efforts, in order to cure such
breach; provided, however, that such breaching party shall in fact exercise good faith and
such commercially reasonable efforts to attempt to cure such breach. The failure to cure
such breach as stated in the preceding sentence will result in the termination of this
Agreement without prejudice to any other rights the parties may have.

4.2 In case of termination of Agreement, all rights and obligations of the parties under
this Agreement shall automatically terminate except:

(i) for such rights of action as shall have accrued prior to such termination and any
obligations which expressly or by implication are intended to come into or
continue in force on or after such termination;
(ii) That the terms of this Agreement shall remain in full force and effect to the extent
for the period necessary to wind up the unfinished affairs.
(iii) Each party shall immediately surrender documents, publications, and other papers
received from the other party in trust during the effectivity of this Agreement;
(iv) Confidentiality clause as herein defined.

4.3 Both parties represent and warrant to each other as follows:

(i) Both parties are entities in good standing under the laws of the Republic of the
Philippines, has full legal right, power and authority to enter into this Agreement
and to perform and observe the terms and conditions herein set forth;
(ii) Both parties have taken all necessary and appropriate action to authorize the
execution and delivery of this Agreement and the performance and observance of
the terms and conditions hereof;
(iii) There is no law, ordinance, decree or regulation and no contractual or other
obligation binding on either party nor any guideline or policy statement of the
government agency applicable to either party that will be contravened by reason

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 of the execution or delivery of this Agreement or the performance of any of the
terms and conditions herein set forth;
(iv) This Agreement constitutes the legal, valid, and binding obligations of either
party enforceable to the other in accordance with its terms and conditions;
(v) There are no pending, or to the knowledge of either party, threatened acts, legal
actions, arbitration or other proceedings which may materially or adversely affect
the interest of either party or the validity or enforceability of this Agreement;

5. FORCE MAJEUR

Each party hereto shall be excused from default or delay in the performance of its
obligations hereunder if and to the extent that such default or delay is caused by an act of
God, or other cause beyond its reasonable control, including but not limited to, work
stoppages, fires, riots, accident, explosion, flood, storm, or failures or fluctuations in
electrical power, heat light, air conditioning or telecommunications equipment. In such
event, the non-performing party shall be excused from performance for as long as such
circumstances prevail and shall, as soon as possible, notify the other by telephone (to be
confirmed promptly in writing) of any actual or anticipated delay, and such party shall be
entitled subject to giving the other party full particulars of the circumstances in question
and to using its best endeavors to resume full performance without avoidable delay to a
reasonable extension of time for the performance of such obligations.

6. CONFIDENTIALITY

Both parties recognize that in the course of the performance of its obligation under this
Agreement, certain confidential information (“Confidential Information”) is received
from the other which is not ordinarily available to the public. Confidential Information
as used in this Agreement means all written information given in confidence by a party to
the other, whether electronic or other form, including but not limited to, (i) reports, (iii)
analyses, or (iv) other documents or records prepared by the concerned party; provided,
however that “Confidential Information” shall not include information which the other
party can prove (a) was already in the other party’s possession prior to the disclosure
hereunder, as evidenced by written records, and is not subject to an obligation of
confidentiality; (b) was obtained by the other party from a third party prior to or
subsequent to disclosure hereunder who is not in violation of any obligation of any
obligation of confidentiality on non-disclosure in making such disclosure; (c) was in the
public domain prior to disclosure by the other party ; (d) entered the public domain
subsequent to disclosure by the party , other than by or through the other party or its
directors, officers, or employees; or (e) was subsequently declassified as no longer
confidential by the concerned party.

In view thereof, both parties agree to keep confidential and secret the Confidential
Information given to it by the other and the same shall not be disclosed to third parties
without the prior written approval of the concerned party.

The provisions of this section shall survive the termination of this Agreement.

7. NOTICES
All notices, reports, requests, acceptances and other communications required or
permitted under this Agreement will be in writing. Notices will be deemed given when
actually received. All communications will be sent to the receiving party’s address as set
forth above or to such other address that the receiving party may have provided for
purposes of receiving notices as herein provided.

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8. WAIVER

No forbearance, delay or indulgence by either party in enforcing the provisions of this

Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its
rights operate as a waiver of any subsequent breach and no right, power or remedy herein
conferred upon or reserved for either party is exclusive of any other right, power or
remedy available to the party and each such right, power or remedy shall be cumulative.

9. ENTIRE AGREEMENT

This Contract embodies all understanding of the parties and supersedes all prior
discussion and in writing with respect to the subject matters hereof. No modification or
alteration of this Contract shall be effective unless made in writing and signed by the
parties.

10. SEVERABILITY

The invalidity or unenforceability of any provision of this Agreement shall not be

deemed to alter the validity or enforceability of any other provision thereof.

11. VENUE

Any dispute in connection with the implementation of this Agreement whatsoever arising
between the parties shall be resolved if possible by amicable negotiations done in good
faith. However, in case of any legal action, suit or proceeding in relation with this
contract, the same shall be instituted in the competent courts of Quezon City to the
exclusion of others.

IN WITNESS THEREOF, the parties have hereunto set their hands on the date and
place first above written.

STAFF SEARCH ASIA SERVICE

COOPERATIVE

By: NADINE V. BALIGOD NAIDA P. ILAO

General Manager Consultant

Signed in the presence of:

___________________________________ ___________________________________

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REPUBLIC OF THE PHILIPPINES )
) S.S.

ACKNOWLEDGMENT

Personally appeared before me, a Notary Public in and for the City of ______________,
the following persons:

Name Competent Proof of Identity

Nadine V. Baligod Passport EC1100414
Naida P. Ilao

All known to me to be the same persons who executed the foregoing document and
acknowledged that the same is an act of their free and voluntary will and deed. The
foregoing document consists of six (5) pages including this on which the
Acknowledgement is written.

IN WITNESS WHEREOF, I hereunto sign this document and affirm my seal of office
at Quezon City, Philippines on ___________.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2017