CONTRACT OF SERVICES

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT made and entered into by and between:
MSK CHOW FOOOD SERVICE INC,D TOPS CENTURY
CORPORATIONMMI)
Maxs
Waltermart
Branch)________________________, a corporation duly organized under
and by virtue of the laws of the Republic of the Philippines with principal
office addressaddresses Ground flr Trido Bldg PM Kalaw St. Ermita Manila.
(aDavao City) rt ________________________, Taguig, Metro Manila
represented herein by Managing Director, Mr. Dandy S. Coronel, Chief
Operating Officer_____________________, Ms. Lourdes Rivera
(Designation) hereinafter referred to as CLIENT
- andAnd PHILPOWER INTEGRATED SERVICES CO., a company duly organized
and existing under and by virtue of Philippine laws, with principal office
address at Room 407 Topaz Building #99-101 Kamias Road, Brgy. Malaya
Quezon City, represented by its President/CEO, MR. REXCEL S. LANOT,
hereinafter referred to as the CONTRACTOR.
WITNESSETH: That WHEREAS, the CLIENT in its best business judgment, decided to engage the
services of independent contractors for its non-core support activities, which may be
efficiently and cost-effectively addressed through a contract of services;
WHEREAS, the CLIENT requires that the independent contractor is sufficiently
capitalized and equipped to do the required services to the CLIENT;
WHEREAS, the CONTRACTOR has offered to undertake and render such services
to the CLIENT;
WHEREAS, the CONTRACTOR represents and warrants that it is duly licensed and
registered with the Department of Labor and Employment (DOLE) and is engaged in
providing merchandising, promotional, support and outsourced services to persons,
corporations, and other entities, such as establishments in the food industry, among others;
WHEREAS, the CLIENT is desirous in availing of the services of the
CONTRACTOR, under the terms and conditions stipulated herein
NOW, THEREFORE, for and in consideration of the foregoing premises, and the
stipulations hereinafter set forth, the parties agree as follows:

1)

NATURE OF SERVICES The CONTRACTOR shall provide such

NON-CORE FOOD OUTLET SERVICES to augment its workforce and to assist in
the operations of the Company, as well as, ALLIED SERVICES (hereinafter
collectively referred to as Contracted Services) as may be requested by the
CLIENT from time to time during the term of this Contract. The Contracted Services
will be performed and be conducted by the CONTRACTORS workers or employees,
Team Leaders, Coordinators, and office-based personnel who are qualified,
competent and experienced in their respective fields of endeavor.
NON-CORE FOOD OUTLET SERVICES shall be interpreted as to mean as:
a) Delivery services
b) Marketing support services
c) Such other services in support of the operations of the business
The CONTRACTOR shall provide the Contracted Services strictly in accordance
with the standards and requirements and consistent with the objectives which the
CLIENT desires to achieve. The CLIENT shall set standards and objectives by which
the performance will be evaluated and determined.
The parameters of the performance of Contracted Services are as follows:
a. Timeliness of payment of wages/benefits and government mandatory
contributions
b. Timeliness of reports including monthly status report
c. Promptness in providing replacements
d. Screening and recruitment of personnel
e. Handling grievances of the assigned personnel
f. Discipline, handling and investigation of matters in a store or outlet involving
assigned personnel
g. Observance of the rules and policies of the CLIENT
h. Training and skills development of the personnel
i. Building and maintaining good relationship with the outlet where personnel are
assigned.
j. Accuracy of billing
k. Promptness in submission of required information or data
The CONTRACTOR shall undertake the Contracted Services on its account and
under its own responsibility. The CONTRACTOR shall use such reasonable and
appropriate means and devices, not contrary to law, morals and public policy, to
perform the required work. It is understood that the CONTRACTOR will provide at
its own expense, sufficient number of personnel necessary in the performance of the
Contracted Services. The CONTRACTOR shall also ensure that it does not reassign
the same personnel whose continued stint with the CLIENT will be contrary to
existing labor laws. The CONTRACTOR shall supervise, control, and maintain
efficient and effective discipline over any all personnel which it may utilize to
perform its obligations under this Agreement.

2)

CONTRACT PRICE - For and in consideration of the services to be rendered by

the CONTRACTOR, the CLIENT shall pay the CONTRACTOR service fee
equivalent to 810% admin fee and 12% VAT. The contract price shall be adjusted
accordingly upon mutual written agreement by the parties in case of a need to assign

additional personnel to perform the Contracted Services as may be determined by the

CONTRACTOR, and/or wage orders or similar regulations resulting in an increase in
the minimum wage level or employee benefits existing as of date of this Agreement.
Direct incremental increase in the cost of services as a result of government mandated
wage increase shall be for the account of the CLIENT. Any other charges such
commission and other operational expenses shall be billed by the CONTRACTOR
separately, subject to the approval of the CLIENT.
The CONTRACTOR shall bill the CLIENT on a semi-monthly basis for service
rendered. The payment by the CLIENT shall be made within FIFTEEN (15) days
from date of receipt of the billing by the CLIENTs Accounting Department and paid
in the form of a dated check payable to the CONTRACTOR (PHILPOWER
INTEGRATED SERVICES,CO.).
The CLIENT shall not pay the CONTRACTOR for any billing if no proof of payment
of remittances of government mandatory contributions (SSS, Pag-ibig and Philhealth)
covering the past month is attached to the current billing statement.
NOTE: Accounts unpaid after the required period of payment shall be
considered as past due and shall be subjected to a penalty interest of two percent
(2%) per month until fully paid.
3)

SUPERVISION AND CONTROL

3.1.

The CONTRACTOR shall supervise, control, and maintain efficient and

effective discipline over any and all personnel which it may engage and utilize
to perform its obligations under this Agreement. In performing the services,
however, the CONTRACTOR shall implement the necessary and appropriate
policies and procedures to ensure that the CLIENTS desired results are
achieved.

3.2.

The selection, supervision, control and management of CONTRACTORs

personnel shall be the sole responsibility of the CONTTRACTOR; provided
that, in no case shall the CONTRACTOR deploy or assign personnel to the
CLIENT, who have been convicted of any crime.

3.3.

The CONTRACTOR shall assign a full-time supervisor-coordinator

("Coordinator") to manage the account of the CLIENT and the
CONTRACTORs personnel assigned to the account of the CLIENT. The
Coordinator shall coordinate with the CLIENT in all matters related to the
Services. The Coordinator shall ensure that the CONTRACTORs personnel
will do such acts are as necessary, and perform them in such manner as may
be required, for the CONTRACTOR timely and complete performance of the
Contracted Services in accordance with agreed standards. For this purpose,
the Coordinator shall have access to the premises of the CLIENT and to the
Contractors personnel within working hours.

3.4.

For security and information purposes only, the CONTRACTOR, through the
Coordinator, shall keep the CLIENT informed of matters related to the
assignment, reassignment, or termination of the Contractors employment of,
Contractor's personnel who perform any aspect of the Contracted Services.

3.5.

In instances where agreed standards are not being met or are in danger of not
being met, or if there are actions committed by any of CONTRACTORs
personnel that the CLIENT deems undesirable, the CLIENT shall bring this
matter to the attention of the CONTRACTOR through the Coordinator, in
which case, the CONTRACTOR shall take appropriate action to address the
complaints of the CLIENT and ensure that agreed standards continue to be
maintained.

3.6.

Any communication to the CONTRACTOR in connection with its

performance of the Contracted Services, and/or in connection with the job
performance of specific personnel, shall be coursed solely through the
Coordinator, or, in his absence, through the most senior Service Contractor
Personnel present at the premises of the CLIENT at the relevant time, who
will be deemed the de-facto Coordinator for such purpose.

3.7.

The CONTRACTOR reserves the right not to entertain and/or accommodate

any and all inquiries, questions or requests on any matter related to or arising
out of the Contracted Services, unless coursed through the Coordinator, or any
other person duly designated or appointed by the CONTRACTOR.

3.8.

The CONTRACTOR shall assign to the CLIENT competent, honest, carefully

screened and trained employees taking into account the qualifications and
specifications set by the CLIENT contained in Annex B hereof. It is
however understood that the selection and engagement of the employees
remain the prerogative of the CONTRACTOR.

4. TERM OF EMPLOYEES The CONTRACTOR shall assign employees to the

CLIENT, for a period coterminous with this Agreement, without prejudice to the right of
the CLIENT to request the CONTRACTOR for the replacement of any or all employees
assigned to the CLIENT.
5. PROVISION OF EQUIPMENT (for Delivery Stores), ETC The CONTRACTOR
shall supply the CONTRACTORs personnel with Motorbike, Carrier Box, Helmet and
other implements necessary for the efficient performance of the Contracted Services for
the CLIENT, and shall be solely responsible for all the costs and expenses incurred by
reason of the operation, maintenance and repair of the same. The CONTRACTOR shall
comply with the specifications of the equipment required by CLIENT.
6. MANNER OF PERFORMANCE
a) Performance Evaluation - The CONTRACTOR shall perform the Contracted Services
in the manner and according to the methods that it may deem appropriate and
necessary for the satisfaction of the CLIENT, provided that the results thereof shall
conform with the reasonable standards and specifications prescribed by the CLIENT,
which are made known to the CONTRACTOR. In this connection, the CLIENT has
the prerogative to conduct regular evaluation or appraisal of the CONTRACTORs
overall work performance based on reasonable criteria and standards established by
the CLIENT.
The CONTRACTOR shall likewise exercise and conduct effective supervision and
control over each employee assigned to the CLIENT to ensure that they properly and
efficiently perform their duties and responsibilities under the Contracted Services.

7. WORK SCHEDULE The CONTRACTORs personnel assigned to the CLIENT shall

observe the work schedule provided by the CLIENTs stores to the CONTRACTOR on
a weekly basis.
a.

In cases of absences, the CLIENT will immediately report to the CONTRACTOR

and inform if there is a need for a reliever. If a reliever is no longer needed, such as
when the CLIENT was able to find a rider from within its team, the CLIENT shall
report the same to the CONTRACTOR. Reporting should be done by the CLIENT
within three (3) hours from knowledge thereof.

b.
If a request for a reliever is needed, the CLIENT agrees to grant the CONTRACTOR
a grace period of two (2) hours for Metro Manila stores and 24 hours (1 day) for
provincial stores (CALABARZON) to dispatch a Reliever from the time of request
made by the CLIENT.
c.

In case one of the riders is a No call, No show or goes on AWOL, the CLIENT
will not be billed for the Overtime Premium Rate rendered by the other riders who
reported for duty beyond their eight (8) hours regular work Schedule.

9. PAYMENT OF WAGES The CONTRACTOR shall be solely responsible for the

payment of wages, allowances and benefits of their employees and for the remittance of
their SSS, Medicare and PAG-IBIG contributions. The CONTRACTOR hereby
undertakes that it shall comply with the pertinent laws, rules and regulations governing
the payment of minimum wage, benefits and allowances and the relevant provisions of
the Labor Code, Social Security Law and Medicare Law.
10. PROOF OF REMITTANCE - The CONTRACTOR shall provide the client with the
monthly proof of remittances of SSS, PAG-IBIG and PHILHEALTH to be attached to the
Billing invoices. The CLIENT shall not process the payment of billing without proof of
remittances.submitted Quarterly to the CLIENT.
11. WARRANTY -WARRANTY The- The CONTRACTOR warrants that the personnel
to be assigned to perform the Contracted Services are qualified, thoroughly screened with
favorable medical certifications and police clearances, and that it has the resources to
perform the required services.
12. CONTRACTORS COVENANTS
agrees to:

The CONTRACTOR further covenants and

(a)

Submit to the CLIENT, within thirty (30) days from execution of this Agreement
proof of its registration with the DOLE as required by Sections 11, 12 and 13 of
DO No. 18-02 and Sections 14 and 15 of DO No. 18-A.

(b)

While this Agreement or any extension thereof is in effect, maintain its

registration with the DOLE as required by Sections 11, 12 and 13 of DO No. 18-02
and Sections 14 and 15 of DO No. 18-A, and shall not perform or fail to perform
any act or deed that would cause it to be delisted from such registration.

(c)

Promptly submit a copy of this Agreement to the Regional Office of the DOLE.

(d)

While this Agreement, or any extension thereof, is in effect, strictly comply with
all applicable labor laws rules and regulations, and DOLE Department Orders
especially DOLE No. 18-02 and DOLE DO No. 18-A.

(e)

Furnish the CLIENT a copy of its semi-annual reports within ten (10) days from
submission thereof to the DOLE pursuant to Section 15, DO No. 18-02 and
Section 22 of DOLE DO No. 18-A.

(f)

While this Agreement or any extension thereof, is in effect, secure at its own
expense, all licenses and/or permits as are necessary or required by the
Government, whether national or local, for or in connection with the performance
and completion of the Services contacted herein.

(g)

Submit to the CLIENT satisfactory proof that it has registered its employees
personnel and agents assigned to perform the Contacted Services with the Social
Security System (SSS) and other appropriate governmental agencies for purposes
of the requirements of the Labor Code of the Philippines and other applicable laws,
regulations, decrees, rules, instructions and DOLE DOs.

(h)

While this Agreement or any extension thereof is in effect, pay the wages or
salaries of its employees, personnel and agents, as well as all benefits premiums
and protection in accordance with all applicable laws, rules and regulations and
DOLE DOs and furnish CLIENT , on or before the twelfth (12 th) day of every
month, proof of payment indicative of employees name and stamped or validation
receipt of all mandatory requirements which include but not limited to BIR for
withholding tax remittance, SSS, Pag-ibig & Phil. Health for both employee &
employer contributions and a sworn certification stating that: (1) CONTRACTOR
has paid all wages and salaries due to the workers for all services rendered by them
during the immediately-preceding month including overtime, if any, and such other
payments and benefits as are required under the Labor Code of the Philippines,
SSS Laws, Medicare, and the like, and (2) that such payments were all in
accordance with the requirements of law

13. NO EMPLOYER-EMPLOYEE RELATIONSHIP - Nothing in this Agreement shall

be interpreted as creating an employer-employee relationship between the assigned
employees of the CONTRACTOR and the CLIENT, it being expressly understood and
agreed that, the employees of the CONTRACTOR in carrying out its obligations of this
Agreement are considered as employees of the CONTRACTOR and not of the CLIENT.
The CONTRACTOR shall have the sole and absolute right to select, assign, control,
supervise, engage, discharge or dismiss its employees.
The determination of wage, salaries and/or compensation of the employee of the
CONTRACTOR shall be under its sole and complete control. It is further understood,
that the CONTRACTOR agrees to comply with all the requirements of local laws and
ordinances and pertinent rules and regulations.
7) NO PRINCIPAL-AGENT RELATIONSHIP - Nothing in this agreement shall be
interpreted as creating a principal-agent relationship between the CONTRACTOR and
the CLIENT. The CLIENT merely engaged the services of the CONTRACTOR for the
purpose provided in this Agreement.
8)

COMPLIANCE WITH LAWS - All taxes, licenses, permits and/or fees which may
be necessary, due or required by the local and/or national government on account of the
performance and completion of the work shall be secured by the CONTRACTOR and
expenses incurred in connection therewith shall be for its own account.

The CONTRACTOR shall at all times stand solely liable and/or responsible for the
enforcement of, and compliance with all existing laws, rules and regulations and binds
itself to save and hold the CLIENT free and harmless from any and all liability in respect
thereof and/or arising therefrom and/or by reason of this Agreement and its
implementation.
9)

LIABILITY ON CLAIMS/LEGAL ACTIONS - The CONTRACTOR hereby

assumes all liabilities on all claims, legal actions, and other responsibilities which arise
from in relations to its employees assigned to perform the contracted services to the
CLIENT, provided that the cause of action in the said claims, or legal action/s refer to
act/s is not imputable to the CLIENT, its employees or its agents.
In the event the CLIENT is impleaded by the CONTRACTORs assigned employees as a
party in any legal action, the CONTRACTOR undertakes to defend the former from the
said legal action or claims, and all expenses incurred therefore should be for the
CONTRACTORs account, except when the cause of action is imputable to the CLIENT,
its employees or its agent. However, the CLIENT has the option to undertake its own
defense when it deems necessary to protect its name and interests. The CONTRACTOR
shall also reimburse the CLIENT for whatever amount or liability the CLIENT is forced
or obliged to pay or undertake due to the award or decision in the said legal action or
claim provided that the acts are not imputable to the CLIENT, OTHERWISE, the latter
shall be held accountable for the consequences for said imputable acts.
PROVIDED FURTHER, that the foregoing provisions shall not apply when the assigned
employee who takes legal action or institutes a claim, had rendered services to the
CLIENT as a project or contractual employee prior to 1507 JulyMay 2014 (CONTRACT
COMMENCEMENT DATE) and only when such legal action or claim pertains to the
period of prior service with the CLIENT. HOWEVER, in case any of the assigned
employees of the CONTRACTOR who has rendered prior services to the CLIENT prior
to the Contract Commencement Date hereinafter files a legal action or claim against any
or both of the parties herein, all expenses and liabilities only pertaining to or involving
the issue on the period of prior service to the CLIENT, shall be borne by the CLIENT.
All other liabilities or claims, legal action and other responsibilities to the assigned
employee shall be governed by the first paragraphs hereof.

10)

LIABILITY FOR LOSSES AND DAMAGES -DAMAGES

The- The
CONTRACTOR shallCONTRACTOR shall assume full responsibility and hereby
agrees and binds itself to indemnify the CLIENT, its subsidiaries and affiliates for any
claim, loss, damage, destruction and injury that may be sustained by the CLIENT, its
subsidiaries and affiliates or its employees or any third parties, occurring within the
premises, attributable to the negligence, fault, unlawful act or misconduct of the
CONTRACTOR or its employees. Provided that such losses, damages or injuries shall
be reported to the CONTRACTOR within seventy two (72) hours from the date of
discovery thereof by the CLIENT to enable the CONTRACTOR to investigate the matter.

11)

OTHER LIABILITIES - The- The CONTRACTOR shall hold the CLIENT free
from any and all liabilities arising from claims of whatever nature including, but not
limited to, claims for unpaid wages benefits, and/or claims due to sickness, accidents,
injuries or death of any of the CONTRACTORs employees assigned to the CLIENT.

12)

SECURITY AND ADHERANCE TO RULES

a.

The CONTRACTOR shall maintain its own rules and regulations for purposes
of regulating the conduct of the Contractor's personnel. The CONTRACTOR's rules

shall include a requirement for the CONTRACTOR's personnel to adhere to and

follow such rules and regulations as may be imposed by the CLIENT while working
inside the premises of the CLIENT. For this purpose, the CLIENT shall furnish the
CONTRACTOR with a copy of such rules and regulations, as may be amended from
time to time.
b.

The CONTRACTOR shall organize an orientation training of

CONTRACTOR's personnel assigned to perform the Contracted Services
contemplated in this Service Contract and the CLIENT shall provide the
CONTRACTOR with information on its policies and regulations for dissemination to
the CONTRACTOR's Personnel.

c.

The CONTRACTOR shall introduce safeguards and control mechanisms to

monitor its personnel in their compliance of the rules and regulations of the CLIENT.

d.

For security and identification purposes, the CONTRACTOR shall, at its

expense, provide identification cards to the CONTRACTOR's Personnel.

e.

The CLIENT shall provide company ID, prescribed and standard uniform and
the cost of which shall be deducted to the CONTRACTORs billing and the same as
to the salary of the CONTRACTORs personnel assigned to the CLIENT.

f.

The CLIENT shall have the right to impose such security measures as it
deems fit, in the work premises. This shall include without limitation the right of the
CLIENT's security personnel to check the belongings of and/or and search the
persons of the CONTRACTOR's personnel whenever they deem necessary.

13)

NON-RECRUITMENT CLAUSE The CLIENT shall not employ or absorb into

its work force under any arrangements any employees of the CONTRACTOR
assigned to the CLIENT within six (6) months of their service with the CLIENT,
without the written consent of the CONTRACTOR. In the event the CLIENT
employs said employees within six (6) months of their service with the written
consent of the CONTRACTOR, the CLIENT hereby agrees to pay the
CONTRACTOR a Recruitment Fee of 10% of the Total Income Package to be
received by the concerned employees, or a minimum of P5,000.00. The Income
Package includes basic pay, allowances, 13th month pay and any other benefits or
allowances to be received by the absorbed. However, the CLIENT is allowed to
employ or absorb any of CONTRACTORs personnel after six (6) months from their
service with the CLIENT.

14)

CONFIDENTIALITY The parties acknowledge that in entering into this

Contract, each party may become privy to certain trade secrets and other confidential
information crucial to the marketing and competitive edge of each party. As such,
the parties hereto agree to hold utmost strict confidence the information, which have
not been published or disclosed to the public, they may encounter in the course of
implementation and/or execution of the terms and conditions of this Contract. At the
expiration of this Contract, the parties shall deliver to each other each and every
document and record of any kind that contains or relates to the trade secret or
strategy or any other confidential information.

15)

MISCELLANEOUS PROVISIONS
The CONTRACTOR agrees to comply with the policies of stores/outlets (where its
employees are tasked to perform the contracted services) with regard to pregnant
employees, their safety, maintenance and conformity with set standards, and
providing relievers.

16)

TIME OF COMPLETION - This Agreement shall be effective for a period of

Twoeight (238) yearsmonths to commence on ___________________________July08 May 2014 to __31 JulyDecember 20164, subject to renewal for the same
period upon agreement of the parties.
This Contract sets forth the entire agreement between the parties in respect of the
subject matter hereof. This Contract shall not be considered as changed, modified,
altered or in any manner amended unless such changes, modifications, alterations or
amendments are made in writing and signed by all parties hereto

17)

EFFECTIVITY - This Agreement shall be effective upon its being signed by the
parties hereto, which shall be conclusively presumed to be on the date indicated herein
unless earlier terminated as herein provided. This Agreement shall continue in effect
until all the obligations created thereunder have been fulfilled and discharged.

18)

TERMINATION -TERMINATION
Notwithstanding- Notwithstanding any
provision of the Agreement, either party may terminate this Agreement by serving a
notice of termination to the other party at least sixty (60) days prior to the intended
date of termination. The CLIENT may terminate or cancel this Agreement, in the
event the CONTRACTOR fails to perform the services contracted in satisfactory
manner, resulting in financial loss to the CLIENT or would delay performance of any
of the Contracted Services, and/or in case of repeated failure by the CONTRACTOR
to comply strictly with the terms and conditions of this Agreement.
The CONTRACTOR may likewise terminate this Agreement for non-payment by the
CLIENT of the agreed compensation for a period of two (2) consecutive months, in
the manner and period stated above.

Any pre-termination of this Agreement by either party shall be subject to the

provisions of existing laws, jurisprudence, DOLE department orders and other
government issuances with respect to the benefits to contractual employees engaged
by reason hereof.
19)

VENUE IN CASE OF SUIT AND ATTORNEYS FEES - The parties agree that
all judicial action in connection with or arising from this Agreement shall be
litigated only in the proper courts of Makati City to the exclusion of all other
courts and the amount equivalent to twenty five (25%) percent of the amount
claimed shall be due as attorneys fee.

IN WITNESS WHEREOF, the parties have signed this Agreement this

_____________ day of ___________, 2014 at Makati City.
MSK CHOW FOOD SERVICES INC.

PHILPOWER INTEGRATED
SERVICES
Contractor

Client
By:

By:

____________________
MS. LOURDES RIVERA
Group Manager

MR. REXCEL S. LANOT

President/CEO

SIGNED IN THE PRESENCE OF:

_____________________________

________________________________

10

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
) S.S.
BEFORE ME a Notary Public for and in ____________, Metro Manila personally
appeared the following persons, to wit:
Name
Msk Chow Foods Service
Inc.
Ms. Lourdes Rivera

Government-Issued ID

Date/Place of Issue

Philpower
Integrated Services Co.
Rexcel S. Lanot
who are known to me and to me known to be the same persons who executed the foregoing
instrument and acknowledged to me that the same is their free and voluntary act and deed
and of the corporations they represent.
WITNESS MY HAND AND NOTARIAL SEAL this ________ day of __________.
2014 at ___________________.

Doc. No. __________

Page No. __________
Book No. __________
Series of 2014.

11

ANNEX A
CONFIDENTIALITY and NON-DISCLOSURE AGREEMENT
We, PHILPOWER INTEGRATED SERVICES, CO., acknowledge that as a result
of the hiring of our services for Delivery by MSK Chow Foods Services
Inc.____________________ (hereafter, the CLIENT), we may gain access to proprietary
and confidential information owned by or licensed to the CLIENT, including trade secrets,
business plans, marketing plans, strategic plans, and operating plans. We acknowledge that
any unauthorized use or disclosure of any of the foregoing matters may result in significant
and irreparable damage to the CLIENT, and or/its licensor.
As part of the consideration for our hiring a Service Crew provider, we agree to only
use any and all information to which we may have access to in performing our obligations to
the CLIENT and carrying out our contract. We will keep all such information in strict
confidence. We will not disclose any such information to any person. We will abide by all
other restrictions on the use and disclosure of the information, which the CLIENT may
establish from time to time, and the obligation of the parties to keep strictly secret and
confidential the information that will be obtained.
We or any of our representatives shall not directly or indirectly disclose all knowledge
and information which we and our representatives may acquire from the CLIENT, its
employees, consultants or agents with respect to its inventions, designs, methods, systems,
improvements, trade secrets, trademarks, pricing and any other private or proprietary matters
whether directly owned or assigned to the CLIENT, to any person or entity without the
express written permission of the CLIENT. We and our representatives shall instruct each of
our employees, who are provided such information on a need-to-know basis, that all such
information is the property of the CLIENT and is to be held in strict confidence by the
employee concerned.
PHILPOWER INTEGRATED SERVICES CO acknowledges that our obligations
under this Agreement will survive the expiration or termination of our contract as Service
Provider.
We acknowledge that any violation, whether actual or prospective of this agreement
can cause grave and irreparable injury to the CLIENT and its licensor and that the CLIENT
will be entitled to the issuance of a restraining order and a writ of preliminary injunction to
prevent such violation, as well as indemnification for liquidated damages.

12

IN WITNESS WHEREOF, I have signed this Agreement this __________ day of

_________________, 2014 at ________________, Philippines.
_____________________
Client

PHILPOWER INTEGRATED
SERVICES
Contractor

By:

By:

____________________

MR. REXCEL S. LANOT

President/CEO

SIGNED IN THE PRESENCE OF:

______________________________

______________________________

ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
) S.S.
BEFORE ME a Notary Public for and in ____________, Metro Manila personally
appeared the following persons, to wit:
Name
Philpower
Services Co.
Rexcel S. Lanot

Government-Issued ID

Date/Place of Issue

Integrated

who are known to me and to me known to be the same person who executed the foregoing
Agreement and acknowledged to me that same is their free and voluntary act and deed and of
the corporations they represent.
WITNESS MY HAND AND SEAL this ___________ day of
_____________________, 2014 at ______________________________________________.

13

Doc. No. __________

Page No. __________
Book No. __________
Series of 2014.

14

ANNEX B
Scope of Service
The Contractor will provide the Client the following:
A. Delivery Riders
All ContractorsContractors employees shall be assigned to perform the Contracted
Services exclusively for the Client.
The Contractor will follow the Clients requirements in terms of age, skill, work
experience, personality and profile of the Contractors employees to be assigned.
The Contractor will gather and complete the required documentation NBI clearance,
Health Certificate, Mayors permit, etc.
Upon deployment, each rider will be equipped with a helmet, appropriate rain gear
and the required rider uniform. The Contractor will directly order uniforms from the
Clients accredited supplier and shall be at the cost of the Contractor.
Rider will work on full time or part time basis, with a minimum 6-8 hour work per
day (with 1 hour lunch break and 15 minutes snack break)
Long Break is allowed up to maximum of two (2) hours provided that rider will work
full time (8 hours) per day.
The schedule of the riders for the following week, from Monday to Sunday, should be
submitted by each branch via email to the Contractor on the preceding Saturday. Any
particular branch of the CLIENT will provide feedback if no requirement is needed.
The Contractor shall be required to have their employees undergo an annual medical
examination (APE) at its own cost, which will coincide with the annual medical
examination schedule of the Client. The Contractor shall, likewise, secure the health
permits of its employees at its own cost.
Delisting and recall/pull-out of Contractor employees may be done anytime should its
employee commit an offense, which resulted to disciplinary action (DA).
Pull-out may also be done in case of low volume of delivery requirement. However,
the Contractor cannot assure the deployment of the same rider, if the Client so
requests.
B. Marketing Support
The Contractor shall provide four (4) hours marketing support each store every month at NO
COST to the Client. Marketing support shall be limited to leafleting and installation of
banners. The Client shall provide all the materials for marketing support.
The Contractor shall provide personnel with corresponding motorcycles for RTA
(trading area) Mapping. The Client shall supply the Contractors personnel with fuel,
meals, working maps and other necessary materials for the activity. Mapping shall be
supervised by the Contractor area supervisor in collaboration with the delivery and
branch manager.
The marketing support is only applicable for branches with full-time Contractor
personnel deployed therein.

15

C. Delivery Vehicle
The Contractor will provide the Client with motorcycles.
A monitoring system will be in place to make sure that each motorcycle is in good
running condition at all times.
The Contractor shall provide brand new motorbikes for the Client with full-time
riders, with the agreed motorbike requirements. The Contractor shall provide
refurbished motorbikes only for part-time riders.
The Contractor shall be responsible for the LTO registration requirements of the
motorcycles.
The Client shall provide a secured parking space for the motorcycle for overnight
parking and when not in use.
The carrier box and its maintenance will be the responsibility of the Contractor.
The Contractor shall be responsible for the repair of boxes in case any of its decals,
stickers, or printed numbers or labels are defaced. The repair shall be for the account
of the Contractor. The boxes shall be replaced after one (1) year from deployment.
The cost of the Box Stickers is included in the General Costing (Annex E).
Rental of motorbike of P57.69 is for eight (8) hours use. In case the Clients rider
uses the Contractors motorbike, rental shall be computed based on the number of
hours used.
D. Motorcycle Maintenance
The Contractor will provide a motor pool for the maintenance and repair of the
motorcycles.
Roving mechanics, equipped with their own motorcycles and tools, will be provided
for trouble shooting, preventive maintenance and repairs.
A regular preventive maintenance program will be implemented to ensure that the
motorcycles are in good condition.
Preventive maintenance is scheduled at least once a month.
Average response time for DOWN BIKES and accidents would be:
a. Return call within 1 hour from the Clients call ,
b. The Contractors personnel/technician (within Metro manila) who received the
call should respond within two (2) hours.
c. Call requests for repairs beyond 6:00 PM will be accommodated the following
day.
E. Vehicular and Road Accident
The Contractor will attend and assist its personnel in all vehicular accidents and
related incidents that cause physical injury to the personnel, or any form of damages
to any portion of the motorcycle or the products being delivered.
In the event that the Contractors rider meets an accident using the motorcycle owned
by the CLIENT, and this motorcycle is damaged, the Contractor shall be liable for the
amount of participation limited to a maximum of PhP 3,000.00. Upon further
investigation, if the rider of the Contractor is found to be negligent in the operation of
the motorcycle, the Contractor shall shoulder the entire cost of damage.
F. Reliever System

16

 The Contractor will maintain a daily pool of relievers in cases of rider absences.
Relievers must be exclusively deployed to the Client.
The relievers will conform to the hiring and selection requirements of the Client.
Each reliever will be deployed with a helmet (Red), an appropriate rain gear and a
complete uniform (Provider by the Store)
The Client shall report to the Contractor when riders do not report for duty within
three (3) hours from knowledge thereof.

G. Back-up System
Back up motorcycles will be provided in case of motorcycle breakdowns that will
require some time to repair. Back up motorcycles will be provided by the Contractor
within two (2) hours upon receipt of report from the Client. The parties understand
that the back-up motorcycles may not bear the Clients carrier box. In any case, any
available carrier box shall be placed to the back-up motorbike unit.
The motorcycles will comply with the Client requirements in terms of model and
design.
H. Training
Before deployment, riders will be trained on:
Delivery Trade Area familiarity
Product familiarity, Customer Service Standards (to be facilitated by client)
Basic roles and responsibilities
Maximum drive time and hit rates
Other reasonable items which may be required by the Client
Safety Driving Techniques
Trouble Shooting
Road Safety & road accident regulations
The Client will conduct its mandated pre-deployment training of riders and
validation.

The Client will shoulder the classroom training cost of the personnel to be assigned to
the Client. However, if the employee of the Contractor that received the training
resigns, is terminated from employment for cause, or the Client requests for
replacement due to poor performance of the Contractors employee based on
appraisal, within three (3) months from commencement of service with the Client, the
Contractor will reimburse the cost that the Client incurred in training the said
Contractors employee.
The Contractor shall pay their employees while on-the-job training with the Client
before the contract signing.
The Contractor coordinator will be oriented by the Client on how to certify their
employees while on-the-job training. The assigned coordinator shall attend a four (4)
days Training with the Client.
The Client will teach the Contractors coordinator on how to facilitate the Clients Elearning until such time the E-learning may be done by the Contractor to their
employees within its office premises.

17

I. SUPERVISION AND MANAGEMENT

The Contractor will assign to the Client a Roving manager/supervisor who will visit
all the branches at least twice a month ( 1st and 3rd week of the month preferably).
Branch managers will be asked to fill up Inspection/store visit report form during
supervisor visits for us to acknowledge the inspection made. This will also allow the
Contractor to receive feedback and take action on any concern regarding our
riders/motorcycles.

J. DISCIPLINARY MEASURES
Upon hiring, riders will be briefed on the required disciplinary standards on
attendance, functions, work behavior, honesty and compliance to customer service.
A Penalty Memo will be implemented. Operation Managers will issue penalty memo
to riders who do not comply with agreed upon standards. This penalty memo will be
the basis of the Contractor for issuing disciplinary action.
The Contractor will implement the appropriate disciplinary action warnings,
suspensions and terminations depending on the severity of each violation.
L. ADMINISTRATIVE SUPPORT
The contractor will call the branches on every shift of the day around 8am 10am to
make sure the roster is complete.
The Contractor will ensure the availability of a person to accept calls from the
Clients branches regarding complaints, absences, motorcycle breakdown, change in
roster, etc.
The roving supervisors will collect the Daily Time Records (DTR) which will serve
as the basis for the payroll.
The Contractor will prepare and facilitate payroll.

M. SATISFACTION SURVEY
The contractor will conduct a monthly survey among the store managers to determine
the level of satisfaction in relation to scope of services.
The survey will also evaluate each rider assigned to the Client.
N. GASOLINE AND PARKING FEES
The cost of fuel and parking fees of the CONTRACTORs Motorcycles will be shouldered
by the Client when the requirement is a rider + motorbikes.

18

ANNEX C

1. The following are the minimum qualifications of the Clients Delivery Riders:
Age

20 to 3028 years of age

Height

at least 5 4

Educational Attainment

Special Skills Required

at least 1 years completed in college

With valid professional driving license (RC 1 & 2)

With two years driving experience
Must pass practical/hands on test to be conducted by the Contractor
Must know basic bike trouble shooting
With decent customer relation skills
Pleasing personality
Preferably living within the area where store are located
2. The Client will conduct validation of pre-screened candidates.
3. Required lead-time for hiring as required by the Client, all screened
applicants/contenders are sent to the branch only upon completion of the 1 day
training by the Contractor and the submission of the documentary requirements such
as Mayors permit, Health Certificate, NBI Clearance, etc. Realistically, this would
take about a minimum of 3 days including training and maximum of 12 days for
every batch of 10 riders.

19

ANNEX D
EQUIPMENT SPECIFICATIONS

specifications
DIMENSION(LxWxH)
:
WHEEL BASE
:
MAXIMUM LOADING WEIGHT
:
FUEL TANK CAPACITY
:
TIRE SIZE
:
BREAK MODE
:
MAXIMUM SPPED
:
MAXIMUM ENGINE POWER
:
STARTING METHOD
:
FUEL CONSUMPTION
:
ENGINE TYPE
:
ENGINE CLASSIFICATION BY CYCLES
TRANSMISSION
:

20

2000mm x 800mm x 1170mm

1310mm
150kg
13.5 liters
Front: 2.5 x 18 ; Rear: 3.00 x 18
Front: Drum / Rear : Drum
110 km/hr.
11.8 kw / 9500 rpm
Electric & Kick Starter
30 km / Liter
Single Cylinder, Push Rod
:
Four Stroke Cycle
5 Speed, Rotary Shifting