Date

CLIENT NAME
Address

Client POC:

RE: SERVICES AGREEMENT

We are pleased to submit herewith our proposal to act as a contractor of business process for CLIENT NAME
(the “Client). This proposal also sets forth the terms of our engagement.

OBJECTIVES

This engagement aims to assist the “Client” in its business’s payroll process.

SCOPE OF SERVICE AGREEMENT

We prefer to carry out an online visitation/checking via team viewer/any desk (whichever is applicable). This
is on top of any calls or virtual meetings and physical visits from time to time which can be scheduled
depending on the availability of both parties. Specifically, our services shall include the following:

 Timekeeping Report Preparation.

 Payroll Preparation.
 Final pay Preparation (For Resigned/Terminated Employees).
 BIR Form 1601C Preparation and Filing.
 BIR Form 1604C Preparation and Filing.
 SSS, HDMF and PHIC Monthly Filing.

DELIVERABLES
1. Timekeeping Report.
2. Payroll.
3. Final Pay Computations.
4. 1601C.
5. 1604C.
6. SSS, HDMF, PHIC Forms.

PROFESSIONAL SERVICE FEE

Our Service Cost per Head set forth in this proposal is Twenty Percent (20%) of Manpower Cost per
month effective upon signing of this contract and shall be billed as follows:

Particulars Amount
First half payout date, payable five (5) days after 20% of Total Headcount cost
Second half payout date, payable five (5) days after 20% of Total Headcount cost

Other terms:
1. Exclusion of Annual Income Tax Return and related BIR form preparation.
2. The above fees are exclusive of 12% VAT, if applicable, to be billed as stated above. Said fees will
be subject to adjustment upon mutual agreement after end of contract.
 3. Our fees shall likewise be exclusive of out-of-pocket expenses such as transportation,
photocopies and other related expenses that we may incur in connection with this engagement, if
any. These expenses will be for your account and will be included in our billings.
4. We shall bill the “Client” bi-monthly and expect settlement within 5 calendar days from the invoice
date. We shall allow only two (2) months unpaid billings, otherwise we shall suspend our
engagement until such time that it’s settled.

CONTRACT DURATION

This engagement will be valid for Period starting on Start date to End date, subject to renewal thereon and
as agreed by both parties.

CLIENT’S RESPONSIBILITIES

The Client is responsible for both the accuracy and completeness of the information supplied to us, as well as
for the evaluation of the capability and integrity of the personnel. This includes the maintenance of adequate
list of transactions made. It is also the responsibility of the Client to make all financial records and related
information available to us during the engagement.

DEFAULT EVENT

An event of default generally means a failure to observe and/or meet the tax deadlines prescribed by the BIR
due to certain discrepancies in the report or new and unexpected circumstances which occurred after the
report has become final, which events may lead to fines and penalties. An event of default may be
categorized into minor or major default. Minor default involves minute and unsubstantial discrepancies
caused by CNL Management Corp. (CNL) or the group or both. In case a minor default leads to a penalty
meted by the BIR, the client shall be responsible and accountable for the same. Major default involves
substantial discrepancies which may be assessed for a material amount of penalty. In case a major default
leads to such penalties, the payment of such penalties shall be apportioned between CNL and the Client.

TERMINATION CLAUSE

This engagement will be valid until it is terminated, amended or superseded. Should the Client intend to
rehire the services of CNL for succeeding periods, such continuation of service will be subjected to a
reacceptance evaluation and the result will be communicated to the Client.

If either party to this engagement encounter extra-ordinary difficulties while in service and that CNL or
the Client will no longer be viable to continue such service, either party may invoke a termination of the
service through written notice. The written notice should be received by the other party at least ninety (90)
days before the date of termination.

Should the Client opt out of the engagement before the expiration of the contract and CNL has performed
substantial services under this engagement, an early termination fee, in the amount equal to one (1) month
service fee under this contract, shall be due to the account of CNL. The Client hereby agrees that in the event that
this provision materializes, CNL shall withhold the products of its service under this engagement until after the
early termination fee has been settled.
CONFIDENTIALITY CLAUSE

This proposal has been developed by CNL and will remain its property until such time that a formal
engagement contract for the project is finalized with the Client, and as such, the contents may not
meanwhile be disclosed by the Client to any third party.

Any concerns that need immediate action with regard to our employees shall be communicated to our office
within 36 hours from the time these are made apparent. Likewise, any action and disposition to be taken will
be communicated also within the next 36 hours upon report of such concerns. Otherwise, such concerns will
be considered resolved, or of minor importance.

In return, CNL undertakes that no information about the “Client”, shall be divulged to any third party
without the consent of the Client. Both parties shall be bound with the Republic Act No.10173 or the Data
Privacy Act of 2012 and implementing rules, regulations and issuances of the National Privacy Commission.

LIMITED LIABILITY

In the event of any suit that may be filed against CNL by a third party with respect to any of the rights
granted under this Agreement, the Client shall indemnify, save and hold CNL with respect to the obligations
to be performed by CNL and hereunder, free and harmless from and against any and all suits, liabilities,
losses and damages, including attorney’s fees arising out of, or connected with the performance of this
Agreement.

* * * * * * *
We are happy to present this proposal and await your comments. If, however, you find this appropriate,
please indicate your conformity herewith by signing in the space provided for that purpose below and kindly
return to us the duplicate copy at your convenience.

Thank you for your kind attention.

Very truly yours,

CNL MANAGEMENT CORP.

KEVIN B. CASTROJAS
Director

Conforme:

___________________________
Signature over Printed Name/Date