Sample Memorandum of Agreement

CONTRACT FOR SERVICES KNOW ALL MEN BY THESE PRESENTS: This Contract is made and executed this 1st day of January 2011 at Angeles City by and between: VERMAN GENERAL SERVICES, INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines, with office address at 2nd Floor Verman Building, Plaridel Cor. Miranda Sts., Angeles City, represented herein by its Vice President for Operations, Verman T. Reyes, hereinafter referred to as the "CONTRACTOR"; - and DEPARTMENT OF TOURISM, a government agency, with office address at Paskuhan Village, City of San Fernando, represented herein by its Regional Director, Ronaldo P. Tiotuico, hereinafter referred to as the "COMPANY". WITNESSETH: WHEREAS, the CONTRACTOR, as licensed and authorized by the Department of Labor and Employment, is engaged in the business and has the expertise of providing general services such as messengerial, janitorial, maintenance, driver, and other allied services; WHEREAS, the COMPANY desires to engage the services offered by the CONTRACTOR; WHEREAS, the CONTRACTOR has agreed to render such services to the COMPANY for a consideration and under the terms and conditions herein specified; NOW, THEREFORE, for and in consideration of the above premises and of the mutual covenants hereinafter set forth, the COMPANY and CONTRACTOR do hereby agree as follows: SECTION ONE SCOPE OF THE SERVICE 1.1 The CONTRACTOR shall provide one (1) Driver personnel to the COMPANY identified in the attached Annex B. SECTION TWO PLACE AND LOCATION 2.1 The CONTRACTOR shall provide the foregoing services at the COMPANYs office at Paskuhan Village, City of San Fernando. SECTION THREE CONTRACT PRICE/MODE OF PAYMENT 3.1 In consideration of the services to be rendered by the CONTRACTOR to the COMPANY, during the term of the Contract, the COMPANY shall pay the CONTRACTOR the lump-sum contract rate stipulated in Annex A hereof. 3.2 The COMPANY shall pay the CONTRACTOR within five (5) days from presentation of billing by the latter. SECTION FOUR CONTRACTOR'S EMPLOYEES 4.1 In the fulfillment of its obligations to the COMPANY, the CONTRACTOR shall select and hire its workers. The CONTRACTOR alone shall be responsible for the payment of their wages and other employment benefits in accordance with existing laws and regulations. Likewise, the CONTRACTOR shall be responsible for the discipline and/or dismissal of these workers as well as liable for damages or injuries caused by them to third parties. 4.2 The CONTRACTOR shall retain the right to control the manner and the means of performing the work with the COMPANY, having the control or direction only as to the results to be accomplished.

4.3 In case of deficient or inefficient results attributable to the performance of the CONTRACTOR'S employees, the COMPANY can recommend to the CONTRACTOR appropriate means to rectify such results, including but not limited to the replacement of personnel assigned to undertake the job. 4.4 It is understood that, for the above reasons, these workers shall be considered as the employees of the CONTRACTOR. SECTION FIVE MALFEASANCE/MISFEASANCE/NEGLIGENCE 5.1 The CONTRACTOR shall maintain efficient and effective discipline over any and all employees it may utilize in performing its obligations under this Contract. The COMPANY, however, shall have the right to report to the CONTRACTOR and protest any untoward act, negligence, misconduct, malfeasance or nonfeasance of the workers. 5.2 The COMPANY shall in no manner be answerable or accountable for any incident or injury which may occur to any worker or personnel of the CONTRACTOR during the time and consequence upon the performance of the work and services under this Agreement, nor for any injury, loss or damage arising from fault, negligence or carelessness of the CONTRACTOR or anyone of its workers to any person or persons or to his or their property; and the CONTRACTOR covenants and agrees to assume, as it does hereby assume, all liabilities for any such injury, loss or damage and to make the COMPANY free and blameless therefrom. 5.3 The CONTRACTOR shall be responsible for any loss or damage that may be incurred upon the products, properties and installations of the COMPANY during the effectivity of this Contract which are due to the negligence of the CONTRACTOR, its agents or its workers. 5.4 The CONTRACTOR shall not be liable for any damage or injury to the COMPANY, the latters employees and representatives, or to any third party due to any unforeseen and fortuitous events and/or acts of God. SECTION SIX WARRANTIES AND UNDERTAKINGS 6.1 It is understood that the CONTRACTOR is legitimately engaged in the business relative to the services for which it was engaged by the COMPANY, and, as such, the CONTRACTOR agrees and undertakes: a. To comply with all the requirements of the law/ordinances and pertinent rules and regulations governing job contracting including registration as a legitimate independent contractor with the appropriate office of the Department of Labor and Employment. b. To submit satisfactory proof to the COMPANY that it has registered its personnel/workers assigned to perform the work and services herein required with the Social Security System, Philhealth, Pag-ibig and other appropriate agencies for purposes of the Labor Code as well as other laws, decrees, rules and regulations, and that it shall remit both employer and employee contributions to said agencies regularly. c. To pay the wages or salaries of its personnel/workers as well as benefits, premiums and protection in accordance with the provisions of the Labor Code and other applicable laws, decrees, rules and regulations promulgated by competent authority. In this respect, the CONTRACTOR further undertakes to submit to the COMPANY, within the first ten (10) days of every month, a statement made, signed and sworn to by its duly authorized representative before a Notary Public or other officer authorized by law to administer oath, to the effect that the CONTRACTOR has paid all wages and salaries due to its personnel/ workers for services rendered by them during the month immediately preceding, including overtime if any, and that such payments were all in accordance with the requirements of law. d. To assign such number of its employees, upon prior agreement with the COMPANY, as would be sufficient to fully and effectively render the work and services herein undertaken. Such employees of the CONTRACTOR shall be properly attired and provided by the latter with the corresponding uniforms and identification cards. In this respect, the CONTRACTOR warrants that it has properly trained and thoroughly screened its employees prior to their employment and that they have been required to present favorable NBI clearances and medical certificates attesting to their probity and physical fitness for the work involved. SECTION SEVEN CANCELLATION AND/OR PERFORMANCE

7.1 It is mutually understood and agreed between the parties herein that should anyone of the parties breach the terms of this Contract, the aggrieved party at its option shall have the right to cancel this Contract immediately upon giving the other party notice in writing, or to compel the other party to fulfill its obligations under this Contract and pay all direct or indirect damages for the delay. 7.2 Further, any party may immediately cancel this Contract upon occurrence of any or all of the following: a. Dissolution or expiry of the juridical personality of any party. b. Voluntary or judicial declaration of bankruptcy or insolvency of any party. SECTION EIGHT DURATION OF THE CONTRACT 8.1 This Contract shall take effect for a period of 6 months commencing on January 01, 2011 and ending on June 30, 2011. 8.2 This contract may be terminated by either party for any cause upon 30-day prior written notice by one party to the other. SECTION NINE CONFIDENTIALITY 9.1 The CONTRACTOR agrees that all data or information received or gathered by the CONTRACTOR, its employees and agents in the course of or in the performance of their obligations herein shall be deemed and kept confidential. Such data or information shall not be divulged by the CONTRACTOR, its employees or agents to any third party without the written consent of the COMPANY. Upon the termination of this Contract, all worksheets, plans, blue prints, photographs and other information prepared, used, required or obtained by the CONTRACTOR in relation to this Contract shall remain as the exclusive property of the COMPANY and shall be left with the COMPANY for safekeeping. This confidentiality requirement shall be made an essential condition by the CONTRACTOR in the hiring of its employees or agents. The foregoing obligation on confidentiality shall survive and subsist even after the termination or cancellation of this Contract. SECTION TEN MISCELLANEOUS 10.1 Any question or issue raised by the parties on this Contract shall be settled amicably between them. Should amicable settlement is not possible, either party may resort to court action. 10.2 This Contract, including its Annexes, contains the entire agreement between the parties, and neither party has relied on any prior or contemporaneous representation, either oral or written, that is not contained in this Contract. 10.3 This Contract cannot be deemed modified or amended unless such modification is in writing and signed by the party against whom enforcement of such modification is sought. 10.4 If any provision of this Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 10.5 No waiver by the COMPANY, or failure by the COMPANY to require strict compliance by the CONTRACTOR with any of the terms of this Contract, or other forbearance or indulgence granted or shown to the CONTRACTOR by the COMPANY or any practice between the CONTRACTOR and the COMPANY, shall release, discharge or in any manner affect or prejudice the right of the COMPANY at any subsequent time to require strict and full compliance by the CONTRACTOR with any or all of the provisions of this Contract. 10.6 This Contract shall be binding upon the respective successors, executors, administrators, representatives and assigns of the parties hereto. The CONTRACTOR, however, may not assign or subcontract this Contract or any portion of the jobs specified herein without the prior written consent of the COMPANY. IN WITNESS WHEREOF, the parties have signed this Contract on the date and at the place above-written.

VERMAN GENERAL SERVICES, INC. Contractor By: VERMAN T. REYES Vice President for Operations DEPARTMENT OF TOURISM Company By: RONALDO P. TIOTUICO Regional Director SIGNED IN THE PRESENCE OF: _______________________________ _______________________________ Republic of the Philippines ) Angeles City ) ss. ACKNOWLEDGMENT BEFORE ME, a Notary Public for and in Angeles City this ______________________ personally appeared VERMAN T. REYES, who is personally known to me to be the same person who executed and voluntarily signed the foregoing Contract of Service which he acknowledged before me as his free and voluntary act and deed, that he is acting as the representative of Verman General Services Inc., and that he has the authority to act in such capacity. The foregoing Contract of Service consisting of six (6) pages including this page on which the acknowledgment is written has been signed on the left margin of each and every page by the parties and the witnesses. WITNESS MY HAND AND SEAL, on the date and place above-written. Doc. No. ____________ Page No.____________ Book No.____________ Series of 2011.