Services Agreement - Template, Sample Form to Fill out Pro · PH-law

SERVICES AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Services Agreement (the "Agreement") is made and entered into this ________ day of ________, 20________ at the City/Municipality of ________, Province of ________, by and between:

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the following country: Philippines, with principal address at: ________, with Securities and Exchange Commission Registration No. ________ and Taxpayer Identification No. ________, represented in this act by its duly authorized representative, ________, pursuant to a Secretary's Certificate/Board Resolution dated ________, hereinafter referred to as the "Service Provider";

- and -

________, a stock corporation duly organized and validly existing under and by virtue of the laws of the following country: Philippines, with principal address at: ________, with Securities and Exchange Commission Registration No. ________ and Taxpayer Identification No. ________, represented in this act by its duly authorized representative, ________, pursuant to a Secretary's Certificate/Board Resolution dated ________, hereinafter referred to as the "Client".

The Service Provider and the Client may hereinafter be referred to individually as a "Party" and collectively as the "Parties".

WITNESSETH:

WHEREAS, the Client wishes to engage the services of the Service Provider as hereinafter defined;

WHEREAS, the Service Provider possesses the skills, qualifications, and expertise required to render such services to the Client;

WHEREAS, the Service Provider is willing and able to render such services to the Client as an independent contractor;

NOW, THEREFORE, for and in consideration of the foregoing premises and the mutual covenants and stipulations hereinafter set forth, the Parties hereby agree as follows:

Art. I. SERVICES

The Service Provider shall render the following services (the "Services") to the Client:

________

Art. II. NATURE OF ENGAGEMENT AND PERFORMANCE

§ 2.1. The Service Provider is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship between the Client and the Service Provider, or between the Client and any of the Service Provider's employees, agents, or subcontractors.

§ 2.2. The Services may be performed by the Service Provider personally, or by any of its employees, agents, or subcontractors, as the Service Provider may determine in its sole discretion. The Service Provider shall be liable for any work undertaken by its subcontractors, employees, or agents, and shall ensure that such work is performed to, at a minimum, the standards set out in this Agreement.

§ 2.3. The Service Provider shall be solely responsible for all payments due to its employees, agents, subcontractors, or affiliates in relation to the performance of the Services, including salaries, wages, statutory contributions to the Social Security System (SSS), Philippine Health Insurance Corporation (PhilHealth), and the Home Development Mutual Fund (Pag-IBIG), mandatory and permissible leaves, and any other amount or benefit to which they may be entitled under the Labor Code of the Philippines and other applicable laws.

§ 2.4. Should the Client, after full payment of any amount due under this Agreement, be held by a competent court or tribunal to be solidarily, subsidiarily, or otherwise liable for any unpaid claims of the Service Provider's employees, agents, subcontractors, or affiliates, the Client shall be entitled to recover from the Service Provider any amount so paid, together with damages and reasonable costs of suit.

§ 2.5. The Service Provider shall be solely responsible for ensuring compliance with all laws, rules, and regulations applicable to its employees, agents, subcontractors, or affiliates.

Art. III. QUALITY OF SERVICES

In performing the Services, the Service Provider and its employees, agents, or subcontractors shall:

§ 3.1. Exercise the reasonable care, diligence, and skill expected of a service provider in its field; and

§ 3.2. Ensure that any end products or materials delivered by the Service Provider to the Client under this Agreement shall not infringe upon or violate the intellectual property rights or any other rights of any third party.

Art. IV. PERIOD

The Service Provider shall commence work on the Services on ________ (the "Commencement Date") and shall complete the same on or before ________, unless earlier terminated in accordance with this Agreement.

Art. V. MINIMUM REQUIRED TIME

The Service Provider shall devote the following amount of time (the "Minimum Required Time") to the performance of the Services:

________

The Service Provider shall keep the Client apprised of the time spent on the performance of the Services and shall furnish a breakdown thereof upon the Client's request. Should the Service Provider devote more than the Minimum Required Time, the Service Fee shall not be increased unless prior written approval is given by the Client and the increase is agreed upon by the Parties. Should the Service Provider fail to meet the Minimum Required Time, the Service Fee shall be reduced pro-rata, unless otherwise agreed upon in writing.

Art. VI. KEY DATES

The Service Provider shall meet the following deadlines (the "Key Dates"):

________

Art. VII. LOCATION

The Service Provider shall perform the Services at the following location (the "Location"):

________

Art. VIII. DEPOSIT

The Client shall pay a deposit of ________ (₱________) (the "Deposit") on or before the Commencement Date. The Service Provider shall not be obliged to begin performing the Services, or any preparation or work related thereto, until the Deposit has been paid. The Deposit shall form part of the Service Fee, as defined below.

Art. IX. SERVICE FEE

The Client shall pay a fixed fee of ________ (₱________) (the "Service Fee") for the Services. The Deposit shall first be applied to the Service Fee and the balance shall be paid in accordance with this Agreement.

Art. X. PAYMENT

The Client may settle the invoiced amounts as follows:

________

Art. XI. MATERIALS, COSTS, AND DISBURSEMENTS

The Service Provider may charge for all reasonable and necessary costs and expenses incurred in performing the Services, including but not limited to transportation, photocopying, courier services, and postage, subject to the prior agreement of the Client and the presentation of supporting documentation.

Art. XII. LATE PAYMENTS

Should the Client fail to pay any amount due under this Agreement, the Service Provider shall be entitled to charge interest on the outstanding amount at the rate of Six Percent (6%) per annum, in accordance with Article 2209 of the Civil Code of the Philippines and prevailing jurisprudence. The Service Provider may likewise require the Client to pay for the Services, or any part thereof, in advance, and may suspend performance of the Services until payment is made, at the Service Provider's sole and exclusive discretion.

Art. XIII. TAXES

All charges payable under this Agreement are exclusive of value-added tax and any other applicable taxes or surcharges. Taxes imposed upon or required to be paid by the Client or the Service Provider shall be the sole and exclusive responsibility of each, respectively. The Client shall withhold and remit to the Bureau of Internal Revenue any applicable creditable withholding taxes in accordance with the National Internal Revenue Code of 1997, as amended, and shall furnish the Service Provider with the corresponding Certificate of Creditable Tax Withheld at Source (BIR Form 2307).

Art. XIV. CLIENT OBLIGATIONS

During the rendering of the Services, the Client hereby agrees to:

§ 14.1. Cooperate with the Service Provider in all matters the Service Provider may reasonably require;

§ 14.2. Provide any information and/or documentation reasonably needed by the Service Provider relevant to the rendering of the Services or to payment therefor;

§ 14.3. Require any of its staff or agents to cooperate with and assist the Service Provider as it may reasonably require; and

§ 14.4. Make available to the Service Provider, without fee or cost, any facilities, including but not limited to workspace, computers, or other physical equipment, which the Service Provider may reasonably require in the rendering of the Services.

Art. XV. TIME FOR PERFORMANCE

Time shall be of the essence in the performance by the Service Provider of its obligations under this Agreement. Any dates, periods, or times for performance specified herein are to be strictly observed, and failure to do so shall constitute a breach by the Service Provider. Notwithstanding the foregoing, the Service Provider shall not be in breach for failing to commence performance on the Commencement Date if the Client has failed to pay the Deposit on or before such date.

Art. XVI. INTELLECTUAL PROPERTY

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§ 16.2. Any intellectual property provided by the Client to the Service Provider to assist in the performance of the Services, and not created by the Service Provider pursuant to this Agreement, shall remain the property of the Client. Any ancillary intellectual property belonging to the Service Provider that is provided or shown to the Client and not created pursuant to this Agreement shall remain the property of the Service Provider. This Article shall be construed in accordance with the Intellectual Property Code of the Philippines (Republic Act No. 8293), as amended.

Art. XVII. CONFIDENTIALITY AND DATA PRIVACY

§ 17.1. Each Party acknowledges that it may have access to the other Party's non-public Confidential Information. The Parties agree that such Confidential Information is secret and valuable and desire to maintain its private nature. The "Receiving Party" refers to the Party receiving such information and the "Disclosing Party" refers to the Party disclosing it.

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§ 17.3. Confidential Information shall not include any information which:

1. is known or available to the public at the time of disclosure or becomes so thereafter through no fault of the Receiving Party;

2. is already known, through legal means, by the Receiving Party;

3. is given by the Disclosing Party to third parties without restriction;

4. is given to the Receiving Party by a third party who legally possessed and had the right to disclose it; or

5. is independently developed by the Receiving Party, as it can demonstrate.

§ 17.4. Both Parties agree that they shall:

1. not disclose to a third party that they possess such Confidential Information;

2. not disclose the Confidential Information by any unauthorized means to any third party or employee, unless such person is required to know it for the purposes of this Agreement and has been advised of its confidential and proprietary nature;

3. not copy or reproduce the Confidential Information except as required by this Agreement, any such copy remaining the property of the Disclosing Party; and

4. not use the Confidential Information for any purpose except as contemplated herein or expressly authorized by the Disclosing Party.

§ 17.5. Upon termination of this Agreement, the Disclosing Party may demand the immediate return of all documents and materials containing Confidential Information within One (1) month from the completion of the Services or upon receipt of a written request, which shall enumerate the documents or materials to be returned. The Receiving Party shall thereafter certify in writing that no copy of the Confidential Information has been retained.

§ 17.6. To the extent that the performance of the Services involves the processing of personal information, the Parties shall comply with the Data Privacy Act of 2012 (Republic Act No. 10173), its Implementing Rules and Regulations, and the issuances of the National Privacy Commission. Each Party shall implement appropriate organizational, physical, and technical security measures, and shall process personal data only for the legitimate purposes of this Agreement.

Art. XVIII. NON-SOLICITATION

During the term of this Agreement and for a period of One (1) year following its termination, neither Party shall, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee, agent, subcontractor, or affiliate of the other Party to terminate their relationship with that Party, or to engage in any business that competes with the other Party, without the prior written consent of the other Party. Any breach of this provision shall entitle the aggrieved Party to seek any and all remedies available under law or equity, provided that this provision shall be construed reasonably as to its scope and duration so as to remain valid and enforceable under Philippine law.

Art. XIX. NOTICES

Any notice, demand, request, or other communication required or permitted under this Agreement shall be in writing and shall be deemed duly given if delivered personally, sent by registered or certified mail, or transmitted by electronic mail to the addresses of the Parties first written above, or to such other address as either Party may designate in writing.

A notice shall be deemed received upon actual receipt if delivered personally, upon the date of confirmed delivery if sent by registered or certified mail, or upon confirmation of successful transmission if sent by electronic mail. Each Party shall promptly notify the other in writing of any change in its address for purposes of this provision.

Art. XX. INDEMNITY

Except for any payment in settlement under any applicable insurance policy, and to the extent permitted by law, each Party (referred to in this Article as the "Indemnifying Party" as the context requires) hereby respectively indemnifies, keeps indemnified, and holds harmless the other Party, as well as its employees, agents, officers, representatives, affiliates, and permitted successors and assigns, against any and all demands, claims, losses, damages, liabilities, penalties, expenses, reasonable legal costs, and other costs whatsoever arising out of:

A. any act or omission of the Indemnifying Party in connection with this Agreement;

B. any act or omission of the Indemnifying Party's employees, agents, officers, representatives, affiliates, or permitted successors and assigns in connection with this Agreement;

C. the Services or anything provided for under this Agreement; or

D. the relationship between the Service Provider and the Client.

The Indemnifying Party shall not be liable under this indemnity where a court of competent jurisdiction, by final judgment, holds that the loss, damage, or liability resulted from the gross negligence, willful misconduct, or bad faith of the other Party or any of its employees, agents, officers, representatives, affiliates, or permitted successors or assigns.

Art. XXI. TERMINATION

This Agreement may be terminated as follows:

A. By either Party upon written notice:

1. if the other Party commits a material breach of any term of this Agreement that is incapable of being remedied within Fifteen (15) days;

2. if the other Party commits a material breach and fails to remedy the same within Fifteen (15) days after receipt of a written request to do so;

3. if the other Party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform; or

4. if the other Party, or its employees or agents, engages in conduct prejudicial to the business of the other, or where either Party considers that a conflict or potential conflict of interest has arisen between the Parties.

B. By the Service Provider, immediately and without notice period, in writing, if the Client fails to pay any requisite fees.

If this Agreement is terminated before the expiration of its term:

A. the Client shall pay for all Services rendered up to the date of termination, and for any expenditures due after such date for commitments reasonably made and incurred by the Service Provider in relation to the performance of the Services prior to termination; and

B. the Service Provider shall be entitled to enter the Location strictly to recover any materials and/or equipment which are its property.

Any termination under this Article shall not affect the accrued rights or liabilities of either Party under this Agreement or at law, and shall be without prejudice to any rights or remedies to which either Party may be entitled. Any provision intended to survive termination shall remain in full force and effect.

Art. XXII. RELATIONSHIP OF THE PARTIES

The Parties acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency, or employer-employee relationship between them, this Agreement being for the sole and express purpose of the performance of the Services by the Service Provider as an independent contractor.

Art. XXIII. FORCE MAJEURE

Neither Party shall be liable to the other for failure or delay in performance due to fortuitous events or causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, and natural disasters, in accordance with Article 1174 of the Civil Code of the Philippines. The affected Party shall promptly notify the other and shall use reasonable efforts to mitigate the effects of such event.

Art. XXIV. ASSIGNMENT

This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.

Art. XXV. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS

The Parties agree to execute such other documents and to perform such further acts as are reasonable and necessary for the proper implementation of this Agreement.

Art. XXVI. APPLICABLE LAW AND VENUE

This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising out of or in connection with this Agreement shall be brought exclusively before the proper courts of ________, to the exclusion of all other venues.

Art. XXVII. WAIVER

The failure of either Party to insist, in one or more instances, upon the strict performance of any term of this Agreement shall not be construed as an abandonment, cancellation, or waiver of such term. No waiver shall be effective unless expressed in writing and signed by the waiving Party. No waiver of any term shall constitute a waiver of any other term or of the same term on a future date.

Art. XXVIII. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall constitute one and the same agreement. Where the dates of signing differ, the Agreement shall be effective as of the date both Parties have signed.

Art. XXIX. SEVERABILITY

The invalidity of any portion of this Agreement shall not affect the validity of any other provision. Should any provision be held invalid, the Parties agree that the remaining provisions shall remain in full force and effect as if executed subsequent to the expungement of the invalid provision.

Art. XXX. CUMULATIVE RIGHTS

The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.

Art. XXXI. HEADINGS

Headings are for convenience only and shall not affect the interpretation of this Agreement.

Art. XXXII. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of both Parties.

Art. XXXIII. ENTIRETY OF AGREEMENT

This Agreement represents the entire agreement between the Service Provider and the Client and supersedes all prior negotiations, representations, and agreements, whether oral or written, relating to its subject matter.

Art. XXXIV. AMENDMENTS AND MODIFICATIONS

This Agreement may be amended only by a written instrument signed by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first above written.

________
Service Provider

By:

________
Authorized Representative

________
Client

By:

________
Authorized Representative

SIGNED IN THE PRESENCE OF:

________       ________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )
________, ________ ) S.S.

BEFORE ME, a Notary Public for and in the above jurisdiction, this ________ day of ________, 20________, personally appeared:

1. ________, as the duly authorized representative of ________, with the following competent evidence of identity: ________; and

2. ________, as the duly authorized representative of ________, with the following competent evidence of identity: ________;

all known to me and to me known to be the same persons who executed the foregoing Services Agreement consisting of ________ pages, including this page where the Acknowledgment is written, and they acknowledged to me that the same is their free and voluntary act and deed, as well as the free and voluntary act and deed of the corporations they respectively represent.

WITNESS MY HAND AND SEAL on the day and place first above written.

________
Notary Public

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