MASTER SERVICES AGREEMENT

This MASTER SERVICES AGREEMENT (this Agreement), dated as of _ _______is made by and
between Cognizant Technology Solutions Philippines, Inc., a corporation duly organized and existing by
and under the laws of the Republic of the Philippines with principal office at the 5 th and 6th Floor 10
Upper McKinley Hill Bldg.,McKinley Hill, Fort BonifacioTaguig City, herein CTSPI and Dencom
Consultancy and Manpower Services, a Philippine corporation with its principal offices located at Unit
3009 Cityland Pasong Tamo Tower, 2210 Don Chino Roces Ave. Makati City (Service Provider). The
parties, intending to be legally bound, hereby agree as follows:
1.

BACKGROUND

1.1
Relationship. Service Provider provides_________________.CTSPIdesires to engage Service
Provider to perform the services (Services) and provide the deliverables (Deliverables) as set forth
under this Agreement and in each applicable Statement of Work (defined below).
2.

SERVICES

2.1
Services. CTSPIand Service Provider will develop and enter into one or more statements of work
incorporating a description of the specific services requested by CTSPI (Statement of Work). Each a
Statement of Work shall specify the following, as applicable: (a) the commencement date of such
services; (b) the scope of Services to be provided by Service Provider; (c) the development and
deployment schedules; (d) applicable performance standards; (e) the Deliverables to be provided by
Service Provider; (f) the necessary Service Provider resources; (g) acceptance criteria; and (h) all
applicable fees. All work to be provided by Service Provider to CTSPImust be documented in a
Statement of Work and executed by the Parties. In no event shall CTSPIbe obligated to pay for any
Services until a Statement of Work has been executed by the Parties covering such Services. The initial
Statement of Work is attached hereto as Exhibit A. This Agreement shall govern in case of conflict with
the SOW.
Any Affiliate of CTSPI may enter into SOWs with Service Provider or any Affiliate of Service Provider,
only for the purposes of any such SOWs, shall be considered CTSPI as that term is used in the
Agreement. As used herein, the term Affiliate of CTSPI means any entity that controls or is controlled
by or is under common control with CTSPI, as applicable, where control means possessing, directly or
indirectly, the power to direct or cause the direction of the management, policies and operations of such
entity, whether through ownership of voting securities, by contract or otherwise.
2.2
Change Orders. Any request for a change by CTSPIor Service Providerto a particular Statement
of Work must be made in writing and delivered to the designated representative for the other party.
Service Providershall promptly deliver to CTSPIa change order document which references this
Agreement and the particular Statement(s) of Work incorporating the requested changes and containing
revisions to the project budget, additional charges, and revisions to the schedule and milestones, if any
(Change Order). If CTSPIaccepts such Change Order by signing and dating, then the changes which
are the subject matter of the Change Order will become part of the applicable Statements of Work and
will apply only to such Statements of Work. The provisions set forth in the accepted Change Order shall
prevail over those set forth in the Statements of Work to which it relates and those set forth in all prior and
related Change Orders. A sample of a Change Order is attached hereto as Exhibit A-1 and is

incorporated herein by reference. CTSPIwill not be obligated for payment for additional services unless a
Change Order has been executed by an authorized representative of CTSPI.
2.3
Proper Performance. If any services, functions or responsibilities not specifically described in
this Agreement or the Statements of Work are an inherent, necessary or customary part of the Services or
are required for proper performance or provision of the Services in accordance with this Agreement
and/or the Statements of Work, they shall be deemed to be included within the scope of the Services to be
delivered at no additional cost, as if such services, functions or responsibilities were specifically
described in this Agreement or the Statements of Work. Except as otherwise expressly provided in this
Agreement or the Statements of Work, Service Provider shall be responsible for providing the facilities,
personnel, equipment, software, hardware and other resources necessary to provide the Services.
2.4
Documentation.Service Provider shall deliver to CTSPIall necessary and reasonable
documentation for any software provided or delivered to CTSPIas part of the Services, including user,
systems, operating and program manuals. Such documentation shall include, program narratives,
operating instructions (referring to hardware as necessary), program cross-references, programming
conventions and command structure description and operational instructions.
2.5
Deliverables and Acceptance. Deliverables, including all software deliverables, will be subject to
CTSPIacceptance. The acceptance criteria for each of the Deliverables will be set forth in the applicable
Statement of Work or, if not so specified, shall be CTSPIscustomary acceptance procedures. The
Deliverables shall not be deemed accepted until CTSPIhas notified Service Provider of its acceptance. If
the Deliverables are provided in stages, the Deliverables will not be deemed accepted until all
Deliverables have been completed and delivered to CTSPIand CTSPIhas accepted the complete system.
If any Deliverable fails acceptance, then CTSPIwill notify Service Provider specifying the respects in
which such Deliverable does not conform. Thereafter, Service Provider shall promptly modify such
Deliverable (in accordance with the service levels set forth on Exhibit B attached hereto) to so conform
and the Deliverable will be resubmitted for acceptance by CTSPI. If Service Provider is unable to
remedy any non-conforming portion of any Deliverable in a timely manner, CTSPImay terminate this
Agreement or the Statement of Work, pursuant to Section 12.2 herein and Service Provider will promptly
refund to CTSPIall amounts paid hereunder.
3.

PAYMENT

3.1
Invoices.Unless otherwise specified in the Statement of Work, invoices will be rendered by
Service Provider upon completion of the Deliverables by Service Provider and acceptance by CTSPI.
Requests for payment will be presented in the form of periodic invoices and in a manner prescribed by
CTSPI. Invoices must be accompanied by supporting documentation as reasonably required by
CTSPIand must contain invoice numbers and invoice dates. Incorrect or incomplete invoices shall not be
paid. Payment shall be due within thirty (60) sixty net of the date of CTSPIreceipt of an accurate
invoice.Unless otherwise expressly agreed in such applicable SOW, all such rates mentioned in the
SOW(s) shall be inclusive of all direct and indirect taxes and / or levies. Notwithstanding anything
contained in the Agreement, CTSPIshall (without prejudice to any of its rights and remedies) be entitled
to withhold and set off the amount payable to Service Provider under any invoice (whether disputed or
undisputed) in case of any or all of the causes mentioned below;
a) Any claim from third party (including but not limited to Service Providers personnel /
contractors) arising out of any of the Service Providers obligations and / or any act or
omission on the part of Service Provider; or
b) Any breach of this Agreement and / or SOWs by Service Provider.

3.2
Expenses.CTSPIwill reimburse Service Provider for all reasonable out-of-pocket expenditures,
which have been pre-approved in writing by CTSPI, incurred in connection with Service
Providersprovision of Services hereunder. Out-of-pocket expenses will be reimbursed based on actual
expenditures incurred. Requests for reimbursement shall be presented in the form of periodic billing and
in a manner prescribed by CTSPI. Billing shall be accompanied by supporting documentation as required
by CTSPI. Payment shall be remitted within sixty (60) days of receipt of an accurate billing statement
4.

REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1

Service Provider Representations.Service Providerrepresents, warrants and covenants as follows:

(a)
the Services shall be performed in a professional, high quality and
workmanlike manner;
(b)
the Services shall conform and perform to the applicable Statement of
Work, business requirements and specifications and shall ensure that the
background verification are conducted as per Exhibit C before the resources of the
Service Provider are used in the performance of Services agreed under this
Agreement and/or the respective Statement of Work;
(c)
Service Providerand the Deliverables will comply at all times with all
applicable federal, state and local laws, codes, and regulations, specifically
Department of Labor and Employment (DOLE) Department Order No. 18-A,
Republic Act 10173 otherwise known as the Data Privacy Act of 2012 when
applicable, and other relevant applicable laws;
(d)
Service Provider has all necessary rights, licenses and permits required to
perform the Services hereunder;
(e)
Service Provider will comply at all times with all applicable
CTSPIpolicies and procedural standards, including, but not limited to, all security
provisions in effect at CTSPI;
(f)
Service Provider will not use CTSPIsname, logo and trademark in any
promotional materials or other communications with third parties without the prior
written consent of CTSPIand Service Provider shall at all times comply with the
trademark usage policy of CTSPI. CTSPIreserves the right to terminate usage of
logo with immediate effect if Service Provider is in breach of its obligation under
this Section 4.1 (f);
(g)
the Services and Deliverables will not infringe the copyrights,
trademarks, patents, trade secrets or other intellectual property rights, privacy or
similar rights of any person or entity;
(h)
any software provided hereunder will not contain any bugs, viruses,
disabling devices or any devices that will harm or interfere with the Deliverables
or CTSPIssystems or hardware, or allow unauthorized access into
CTSPIssystems or hardware.

(i)
Service Provider shall not use any information including without limitation to
CTSPIemployee related information which has been received or having access to such
information during the course of performing its Service under this Agreement, for any other
purpose other than as explicitly stated under this Agreement and/or the respective Statement of
Work.
4.2
Remedies.If any of the Services or Deliverables fails to meet the warranties set forth above,
Service Provider will immediatelyand in accordance with the service levels set forth on Exhibit B, in
addition to other remedies available to CTSPIhereunder, re-perform the Services and/or redeliver the
Deliverables, at no additional cost to CTSPI.
4.3
Disclaimer.EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT OR
EACH STATEMENT OF WORK, NEITHER PARTY MAKES ANY WARRANTIES, GUARANTEES,
OR REPRESENTATIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE,OR ANY REPRESENTATION, WARRANTY, OR CONDITION
FROM COURSE OF DEALING OR USAGE OF TRADE.
4.4 Data Protection: Unless expressly stated in this Agreement and/or the respective SOWs, Service
Provider shall not use any information including without limitation to any personally identifiable
information received or given access to the Service Provider by CTSPIduring the course of performing its
Services. Service Provider further warrants to take best efforts and shall promptly incorporate reasonable
steps to protect all personally identifiable information and comply with requirements mandated under
applicable data privacy laws and regulations.
5.

AUDIT

5.1
Records.Service Provider will maintain complete and accurate records, in accordance with
standard accounting practices, relating to the Services and to expenses incurred in connection therewith.
Upon request, Service Provider will provide CTSPIaccess to such billing and expense records relating to
Services provided under this Agreement during normal business hours and will retain such records for a
minimum of two (2) years from the date of final payment for Services covered by each Statement of
Work.
5.2
Security Audit.CTSPIshall at its discretion from time to time conduct an audit on the performance
level of the Service Provider and to ascertain Service Providers compliance with the warranties and
undertakings, specifically towards confidentiality, privacy and security obligations mandated under this
Agreement and/or respective SOW. CTSPIshall conduct audits at regular intervals, which shall not be
objected by the Service Provider on Service Providers compliance of all applicable CTSPIpolicies and
procedural standards, including, but not limited to, all security provisions in effect at CTSPI.Service
Provider will provide complete access to its respective records, data and premises for the purpose of audit
as may be required by CTSPIfrom time to time.
6.

INTELLECTUAL PROPERTY

6.1
Ownership. All Deliverables, including software, files, documentation, discoveries, ideas,
inventions (whether or not patentable or reduced to practice), improvements, processes, developments,
materials, and data that Service Providerdevelops, makes, conceives, or devises, either solely or jointly,
both as individual items and/or a combination of components (Work Product), and all intellectual

property rights in and to such Work Product, including, but not limited to, all copyrights, patents, trade
secrets, or other intellectual property rights associated with such Work Product shall be owned exclusively
by CTSPIand shall be deemed works made for hire. In the event any such Work Product may not, by
operation of law, vest exclusively in CTSPIor be deemed works made for hire, Service Provider hereby
irrevocably assigns, and shall cause its personnel to irrevocably assign, at the time of creation of the Work
Product, without any requirement of further consideration, all right, title, and interest Service Provider, or
its personnel may have in such Work Product, including any copyrights, patents, or other intellectual
property rights pertaining thereto. Upon request of CTSPI, Service Provider shall take such further
actions, and shall cause its personnel to take such further actions, including execution and delivery of
instruments of conveyance, as may be requested by CTSPIto give full and proper effect to such
assignment.
6.2
Service Provider Property.CTSPIacknowledges that, as part of performing the Services, Service
Provider personnel may utilize proprietary software, methodologies, tools, specifications, ideas,
knowledge or data which has been originated or developed by the personnel of Service Provider or third
party providers (collectively, Service Provider Property) prior to commencement of the Services. To
the extent such Service Provider Property is utilized as part of the Services or Deliverablesor otherwise
required for the functionality of the Services or Deliverables, Service Provider will identify such Service
Provider Property in each applicable Statement of Work. Service Provider hereby grants CTSPI(or shall
obtain for CTSPI) an irrevocable, perpetual right and license to use such Service Provider Property in
order to exercise its rights in and to the Services and Deliverables.
7.

CONFIDENTIAL INFORMATION

7.1
Confidentiality Obligations.Service Provider shall (i) hold all Confidential Information in trust
and confidence and avoid the disclosure or release thereof to any other person or entity by using the same
degree of care as it uses to avoid unauthorized use, disclosure, or dissemination of its own confidential
information of a similar nature, but not less than reasonable care, and (ii) not use the Confidential
Information for any purpose whatsoever except as expressly contemplated under this Agreement or any
Statement of Work. Service Provider shall only disclose the Confidential Information to those of its
employees having a need to know such Confidential Information and shall take all reasonable precautions
to ensure that its employees comply with the provisions of this Section 7.1.
7.2
Definition. The term Confidential Information shall mean any and all information or
proprietary materials (in every form and media) not generally known in the relevant trade or industry and
which has been or is hereafter disclosed or made available by CTSPIand/or its affiliates in connection
with the efforts contemplated hereunder, including (i) all trade secrets, (ii) existing or contemplated
products, services, designs, technology, processes, technical data, engineering, techniques, methodologies
and concepts and any information related thereto, (iii) information relating to business plans, sales or
marketing methods and customer lists or requirements and (iv) any personnel and/or employee related
information.
7.3
Exceptions. The obligations of either party under Section 7.1 will not apply to information that
Service Provider can demonstrate (i) was in its possession at the time of disclosure and without restriction
as to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure
becomes generally available to the public through no breach of agreement or other wrongful act by
Service Provider, (iii) has been received from a third party without restriction on disclosure and without
breach of agreement by Service Provider, or (iv) is independently developed by Service Provider without
regard to the Confidential Information. In addition, Service Provider may disclose Confidential
Information as required to comply with binding orders of governmental entities that have jurisdiction over
it; provided that Service Provider (a) gives CTSPIreasonable written notice to allow CTSPIto seek a

protective order or other appropriate remedy, (b) discloses only such Confidential Information as is
required by the governmental entity, and (c) uses commercially reasonable efforts to obtain confidential
treatment for any Confidential Information so disclosed.
8.

INDEMNIFICATION

8.1
Indemnity. Service Provider agrees to indemnify, defend and hold harmlessCTSPI, its affiliates
and their respective officers, directors, employees and agents, harmless from and against any claims,
demands, loss, damage, liability, causes of action, judgments, or costs and expenses of every nature
(including attorneys fees and expenses) (i) related to bodily injury, death of any person, or damage to
property resulting from the negligent or willful acts or omissions of Service Provider, (ii) resulting from
any claim that Service Provider is not an independent contractor, (iii) incurred by CTSPIbased on any
claim that any Services, Deliverables, Work Product, or other materials delivered under this Agreement or
use thereof by CTSPIinfringes or misappropriates any copyright, trade secret, or other proprietary or
confidentiality right of any third party, (iv) arising out of any actual or threatened breach of Service
Providers confidentiality obligations under the Agreement and / or any SOWs, (v) arising out of any
default / failure on the part of Service Provider to make payment of dues or remittance to respective
statutory authorities including but not limited to provident fund and employees state insurance, and(vi)
imposed on/incurred by either party due to any violation of applicable laws, rules and regulations by the
Service Provider including threatened breach of Data Protection obligation under Section 4.4.
8.2
Indemnification Procedures.CTSPIagrees that it shall use reasonable commercial efforts to (i)
promptly notify Service Provider of any matters in respect of which the indemnity may apply and of
which CTSPIhas knowledge; and (ii) cooperate with Service Provider in the defense or settlement thereof.
CTSPImay participate, at its own expense, in such defense and in any settlement discussions directly or
through counsel of its choice on a monitoring, non-controlling basis.
9.

LIMITATION OF LIABILITY AND REMEDIES

9.1
Exclusion of Damages. Except with respect to Service Providers obligations of indemnification,
breach of its representations, warranties and/or covenants and/or breach of its confidentiality obligations
hereunder, in no event shall either party be liable to the other party or any other person or entity for any
special, exemplary, indirect, incidental, consequential or punitive damages of any kind or nature
whatsoever (including, without limitation, lost revenues, profits, savings or business, or contribution or
indemnity in respect of any claim against the party) or loss of records or data, whether in an action based
on contract, warranty, strict liability, tort (including, without limitation, negligence) or otherwise, even if
such party has been informed in advance of the possibility of such damages or such damages could have
been reasonably foreseen by such party. In no event shall CTSPIsliability to Service Provider or any
other person or entity arising out of or in connection with this Agreement or the Services exceed, in the
aggregate, the total fees paid by CTSPI to Service Provider for Services properly performed for a twelve
(12) month period immediately preceding the date on which such liability arose.
10.

EMPLOYEES and RESTRICTIVE COVENANTS

10.1
No Employee Relationship. Service Providers employees are not and shall not be deemed to be
employees of CTSPI. Service Provider shall be solely responsible for the payment of all compensation to
its employees, including provisions for employment taxes, workmens compensation and any similar
taxes associated with employment of Service Providers personnel. Service Providers employees shall
not be entitled to any benefits paid or made available by CTSPIto its employees.

10.2
Non-Solicitation Obligations. During the term hereof and for a period of twelve (12) months
thereafter, neither party shall, directly or indirectly, solicit for employment or employ, or accept services
provided by, any employee, officer or independent contractor of the other party who performed any work
in connection with or related to the Services.
10.3
Non-Compete. During the term of this Agreement and for two (2) years thereafter, Service
Provider will not, either for itself or for any other person or entity, directly or indirectly solicit, divert,
propose, or perform services for any Customer for whom Service Provider had performed services for
Cognizant under this Agreement.

11.

INSURANCE REQUIREMENTS

11.1
(a) Service Provider shall maintain, at its sole cost and expense any necessary insurance pertinent to
the Services rendered or items supplied to CTSPI;
(b) Service Provider shall provide a Performance Bond amounting to One Million Pesos
(PhP1,000,000.00) to cover any wages,benefits and/or any labor related expenses due to the
Service Providers employees in the event that Service Provider underpays,fails, delays and/or
defaults in paying the same;
(c) Service Provider shall provide a General/Comprehensive Liability Insurance coverage amounting
to Five Million Pesos (PhP5,000,000.00)for any injury to CTSPI employees, agents, clients and
visitors, and damage or loss to CTSPI caused by any Service Provider employees action(s) or
lapses. The comprehensive liability insurance coverage shall insure against all losses and
damages that may result from Service Provider'sobligations, or fault or negligence in
performance, hereunder, including, without limitation general liability, workers compensation (to
the extent applicable),public liability, property damage and automobile liability. The
comprehensive liability insurance is per occurrence and shall not be considered cumulative;
(d) If applicable, Service Provider shall provide a Fidelity Bond amounting to One Million pesos
(PhP1,000,000.00) for any loss of money,property and or valuables of CTSPI due to dishonest or
fraudulent acts of Service Provider employees and representatives; and
(e) Service Provider shall provide CTSPI with properly executed certificates of insurance/bond prior
to commencement of performance ofthis Agreement and shall provide CTSPI with at least thirty
(30) days prior written notice of any reduction or cancellation of the above insurance coverage.

12.

TERM AND TERMINATION

12.1
Term. The term of this Agreement will commence on the date first written above and will remain
and continue in effect for a period of one (1) year. This Agreement will be automatically renewed for
additional one (1) year periods unless either party provides sixty (60) days prior written notice of its
intention not to renew.

12.2
Termination. This Agreement may be terminated by either party upon written notice to the other
party if the other party commits a material breach of any of its obligations hereunder and fails to cure
such breach within thirty (30) days after receipt of notice of such breach. In addition CTSPImay
terminate this Agreement and / or any SOW(s) for any reason or no reason upon providing ten (10) days
prior written notice to Service Provider.
12.3
Effects of Termination. Upon termination of this Agreement, Service Provider will deliver all
Deliverables (including works-in-progress) and return or destroy all Confidential Information as directed
by CTSPI.
12.4
Survival. In the event of termination or upon expiration of this Agreement, Sections 3, 4, 5, 6, 7,
8, 9, 10, 11, 12 and 14 hereof will survive and continue in full force and effect.
13.

ETHICS.

13.1
Conflicts of Interest.Service Provider agrees to perform the Services hereunder with the highest
ethical standards. CTSPIwill not do business with any entity or person where CTSPIbelieves that: (i)
payoffs or similar improper or unethical practices are involved; or (ii) the business is in violation of any
laws, including, but not limited to local environmental, employment, child and forced labor, safety and
anti-corruption statutes. CTSPIwill not use a third party to perform any act prohibited by law or by
CTSPIsCore Values and Standards of Business Conduct. All arrangements with third parties must
comply with CTSPIpolicy and the law. CTSPIexpects the Service Provider to abide by this policy and
not to have a relationship with another entity or person, or engage in any activity that results or may result
in a conflict of interest, or embarrassment to CTSPI, or harm to CTSPIsreputation. Service Provider will
be required to certify that it has no affiliation with CTSPI, or its officers, directors, or employees. If
Service Provider fails to comply in any respect with all of these requirements, then CTSPImay
immediately and without liability terminate this Agreement.
13.2
Code of Conduct.Service Providerrepresents, warrants and covenants that it has received and read
CTSPIs
Core
Values
and
Standards
of
Business
Conducthttp://www.cognizant.com/InsightsWhitepapers/Supplier_Standards_Conduct.pdf, incorporated
herein by reference. Service Provider shall abide by CTSPIsCore Values and Standards of Business
Conduct.Service Provider shall ensure that all its personnel shall sign a certification that he or she has
received, read, understood and shall abide by CTSPIsCore Values and Standards of Business Conduct
prior to starting an assignment with CTSPI.
14.

MISCELLANEOUS

14.1
General. This Agreement will be governed by the laws of the Republic of the Philippines.
Service Provider may not assign or otherwise transfer any of its rights, duties or obligations under this
Agreement without the prior written consent of CTSPI. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and permitted assignees. All notices
required by this Agreement will be given in writing to the other party and delivered by registered mail,
international air courier, facsimile, or the equivalent. Notices will be effective when received as indicated
on the facsimile, registered mail, or other delivery receipt. All notices will be given by one party to the
other at its address stated on the first page of this Agreement unless a change thereof previously has been
given to the party giving the notice. This Agreement may be modified only by a written amendment
executed by duly authorized officers or representatives of both parties. If any provision in this Agreement
is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall

be severed from this Agreement and the remaining provisions will continue in full force.Any waiver or
consent from CTSPI, if any granted, shall be in writing only and no implied waiver and / or consent shall
be presumed for any purpose(s) of this Agreement and / or SOW(s). No waiver by CTSPI, if any granted,
of any breach, default or violation of any term, warranty, representation, covenant, condition or provision
of this Agreement and / or any SOW(s) shall constitute a waiver by CTSPIof any subsequent breach,
default or violation of any term, warranty, representation, agreement, covenant, condition or provision.
This Agreement may be executed in several counterparts, each of which will be deemed an original, and
all of which taken together will constitute one single Agreement between the parties with the same effect
as if all the signatures were upon the same instrument. This Agreement and all Statements of Work
attached hereto constitute the complete and exclusive statement of the agreement between the parties and
supersede all proposals, oral or written, and all other prior or contemporaneous communications between
the parties relating to the subject matter herein. In the event of any conflict between any provision(s) of
the Agreement and SOW(s) then to the extent of such conflict the applicable provision(s) of the
Agreement shall prevail and be applicable.
IN WITNESS WHEREOF, CTSPI and Service Provider have caused this Agreement to be signed and
delivered by their duly authorized officers, all as of the date first herein above written.
Cognizant Technology Solutions Philippines, Inc.

____________

By:
Name: Kamal Narang
Title: Country Head

By:
Name: Dennis Millan
Title: C.E.O

Witness:
Signature:
Name: Ericson Sanchez
Title: Associate Director- TAG
Date:

Signature:
Name:
Title:
Date:

REPUBLIC OF THE PHILIPPINES)

CITY OF
) S. S.
BEFORE ME, a Notary Public for and in the above jurisdiction, this _____ day of ________,
____personally appeared:
NAME
Kamal Narang

PASSPORT/GOV'T. ISSUED ID
Passport No. Z3026002

VALIDITY
January 22, 2025

Known to me to be the same persons who executed the foregoing Master Services Agreement and they
acknowledged to me that the same is their own free and voluntary act and deed as well as that of the
Corporations herein represented.

WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place first above set forth.

Doc. No. ________;

Page No. ________;
Book No. ________;
Series of 2016.

EXHIBIT A
Initial Statement of Work
This Statement of Work is incorporated into the Agreement between Cognizant Technology Solutions
Philippines, Inc. (CTSPI) and (the Service Provider)to fulfill the required work for CTSPI:
I. Scope of Work
The Service Provider shall provide Placement Services for various call center related positions in CTSPIs
organization.
Provider will shall source, search, pre-screening and endorse resumes and or candidates that meet the job
description of the Client.
On the other hand, the client shall provide to the Provider with the job order or ramp requirements of the
organization including the detailed job description and salary offer for each job position required.
II. Service and Professional Fee
For any endorsed candidate hired by CTSPI, CTSPI shall pay the Service Provider the following
minimum Service Fee, subject to any premium fee which may be offered by CTSPI from time to time
subject to applicable terms and conditions
Standard Rates
Agent Level
(Project Base and Contractual Hire)

Agent Level
(i.e. Customer Service Representative, Technical Support
Representative, Registered Nurses, Medical Coder, Medical
Biller, Medical Transcriptionist, Medical Writer)
Agent Niche Skills
(i.e. USRN, Certified Medical Coders, FINRA, Multilingual)
SME Level
Team Lead to Manager
Senior Manger
Executive

50% Standard placement fee

(remaining 50% will be paid to the provider upon
absorption of candidate )
PHP 14,000

13% Annual Guaranteed Cash

PHP 30,000
15% Annual Guaranteed Cash
17% Annual Guaranteed Cash
18% Annual Guaranteed Cash

A successful candidate is any candidate endorsed by service provider who meets the qualifications predefined by CTSPI and who is hired by the same.
Professional fees are VAT exclusive (except when exempted) and are subject to withholding tax when
applicable. CTSPI is a VAT-exempt entity with PEZA Certification to be made available upon request.
III. Endorsement Process

The Service Provider, upon receipt of the job order shall source, search and endorse Candidates for
CTSPI
A. Pre-screening: The Service Provider shall conduct an initial screening of the candidate aligned
with the requirement and assessment process of CTSPI.
B. Endorsement:
i.

Service Provider shall provide CTSPI with the profile and resume of the Candidate/s.
Should CTSPI wish to pursue the Candidate, the Service Provider, on behalf of CTSPI, shall
contact such Candidate and shall schedule telephone and/or face-to-face interview/s with CTSPI.

ii.

As requested, Service Provider shall timely provide CTSPI with candidates bearing endorsement
slips. CTSPI shall tag all candidates with Endorsement Slips from the Service Provider as duly
owned by the latter, and shall accordingly credit the endorsements to the Service Provider when
warranted.
If endorsement slips are not applicable, the Service Provider shall, as requested, timely submit a
list of endorsements to CTSPI prior to an assessment schedule. CTSPI shall credit the
endorsement to the Service Provider provided the Service Provider submits the list of
endorsement, to include the candidates name, prior to the assessment schedule or as specifically
requested.

C. Post-endorsement: The Service Provider shall assist in the completion of the pre-employment
requirements of the hired candidates including but not limited to NBI clearance, TIN and SSS, as
part of the services without additional charge.
D. Feedback: CTSPI shall send a report to the Service Provider on the status and list of hires.
E. Calibration:CTSPI shall schedule calibration sessions with the Service Provider to assist the
latter in faithfully performing the above work and services for CTSPI.
IV.

Guarantee and Warranty Period

If within ninety (90) days from placement, anyCandidate is unable to work, or is terminated or voluntarily
resigns, the Service Provider shall provide a replacement-candidate to CTSPI without additional Fee.
If the Service Provider is unable to replace due to any reason, the Service Provider will return any fees
paid and credit back in full toCTSPIs account the Fee charged without need for demand.
V.

Ownership

The Service Provider shall have ownership over Candidates endorsed to CTSPI, including their profile or
resumes within six months from endorsement with respect to the position they were sourced for. If any
candidate is hired within the period for the position sourced for, service provider will be entitled to its
professional fees.

VI.

Payment and Billing

Upon on-boarding of the candidate, the Service Provider shall send its Invoice and any supporting
document for billing to CTSPI for its settlement in accordance with Article 3.1. of the Agreement.
VII.

Validity

This agreement shall be valid for a period of, or no longer than, twelve (12) months upon date of signing
upon which terms may be re-negotiated in the event the agreement is renewed.
Cognizant Technology Solutions Philippines, Inc.

____________

By:
Name: Kamal Narang
Title: Country Head

By:
Name: Dennis Millan
Title: C.E.O

Witness:
Signature:
Name: Ericson Sanchez
Title: Associate Director- TAG
Date:

Signature:
Name:
Title:
Date:

Exhibit A-1
Change Order

Exhibit B
Service Levels

Exhibit C
To the extent permitted by applicable Law, Service Provider will perform or arrange at Service
Providers expense for a background investigation of all Service Provider personnel who perform
any of the Services or any part thereof or related thereto, or will have access to any of CTSPIs
Information. Service Provider shall not assign any personnel to CTSPI or otherwise permit any of
its personnel to have access to CTSPIs facilities and/or information systems who have received
negative background investigations.
BG Check Guidelines
Type of
Contractors
Category A

Definition
Direct or Indirect Contractors who

Required Checks
1.

Education

Category B

Category C

Category D

Category E

will have an access to CTSPI

information
systems
like
FMS(NSS), HR shared Services,
IBMS etc.
Direct or Indirect Contractors who
will have an access to Client
information systems like Project
contractors

2.
3.
4.

Past Employment (upto 5 yrs)

Criminal Record
Database Check

1.
2.
3.
4.
5.

Education
Past Employment (upto 5 yrs)
Criminal Record
Database Check
+Additional Client recommended
BG Checks
Direct or Indirect Contractors who 1. Permanent Residence Proof
will have an access to critical 2. Past Employment (upto 5 yrs)
utilities like Facility Management 3. Criminal Record
Team, Security Guards etc.
Direct or Indirect Contractors who 1. Permanent Residence Proof
runs service like transport
2. Driving License (with photos)
3. Previous Driving Reference
4. Drug Test
Direct or Indirect Contractors who 1. Permanent Residence Proof
runs food service, medical service, 2. Address Proof
house-keeping activities etc.
3. Government Issued Photo ID

The Service Provider further agrees that:

1
2

The verification must be conducted only through the vendors recommended by CTSPI.
The complete Background Verification Report must be handed over to CTSPI on date of
joining. CTSPI will validate the Report.
Any client specific Background Verification Report requirement may be handled by
CTSPI directly over and above the regular Background Verification Report performed by
the Service Provider.