Character and Extent of Services

This Consulting Contract, effective as of December 06, 2016, is made by and
between Nextgen Signs & Graphics, a company organized and existing in

Metro Manila, with offices located at Real St, Almanza Uno, Las
Pinas (Company) and 3G Consultancy, a company organized and existing
in Metro Manila, with offices located at Eulogio Rodriguez Jr. Ave. cor. Frontera
Verde, Ortigas Center,, Doa Julia Vargas Ave, Pasig, Metro Manila
(Consultant).
NOW, THEREFORE, in consideration of the foregoing recitals and the terms,
conditions and covenants contained herein, it is hereby agreed as follows:
1. Character and Extent of Services
Company hereby engages Consultant and Consultant agrees to render at the
request of Company, independent consulting services and other statements
of work which may be added hereto by way of modification to this Agreement
(Statement of Work), all of which are incorporated herein and form a part
hereof. Services shall be ordered by the Companys issuance of purchase
orders that incorporate this Agreement by reference and/or statements of
work that incorporate this Agreement by reference or are otherwise added to
this Agreement by way of modification hereto. Consultant shall provide the
Services in a diligent and professional manner and in no event later than any
scheduled completion dates set forth in the Statement of Work or the terms
of any purchase order. Time is of the essence for this Agreement and any
purchase orders and/or statements of work issued hereunder.
2. Term
The term of this Agreement shall commence on the Effective Date and
continue until March 15, 2016, unless otherwise modified by mutual, written
agreement of the parties or terminated as set forth herein.
3. Consultancy Fee and Expenses
(a) Consultancy Fee. In consideration of the Services to be rendered
hereunder, the Company shall pay Consultant a Consultancy fee of Seven
Hundred Fifty Pesos (P750.00) for each hour of Services provided to the
Company.
(b) Expenses. Consultant shall be entitled to reimbursement for all preapproved expenses reasonably incurred in the performance of the Services,
upon submission and approval of written statements and receipts in
accordance with the then regular procedures of the Company.
4. Method of Payment
(a) The consultant shall be paid as provided for in paragraph 3(a) hereof, on
the basis of a properly executed Claim for Consulting Service form (sample
attached).
(b) The Claim for Consulting Service form is to submitted at the end of the
calendar moth during which consulting services are performed. Exceptions to
the arrangement are allowed with the written approval of the Company.
(c) Payment to the consultant will be made by check, delivered by certified
postmarked no later than 15 days subsequent to receipt of the Claim for
Consulting Service form as provided for in paragraphs 7(a) and 7(b).
5. Work Product and License
(a) Defined. In this Agreement the term "Work Product" shall mean all work
product generated by Consultant solely or jointly with others in the
performance of the Services, including, but not limited to, any and all
information, notes, material, drawings, records, diagrams, formulae,
processes, technology, firmware, software, know-how, designs, ideas,
discoveries, inventions, improvements, copyrights, trademarks and trade
secrets.
(b) Ownership. Consultant agrees to assign and does hereby assign to
Company all right, title and interest in and to the Work Product. All Work
Product shall be the sole and exclusive property of the Company and
Consultant will not have any rights of any kind whatsoever in such Work
Product.
Consultant agrees, at the request and cost of Company, to promptly sign,
execute, make and do all such deeds, documents, acts and things as
Company may reasonably require or desire to perfect Company's entire right,
title, and interest in and to any Work Product. Consultant will not make any
use of any of the Work Product in any manner whatsoever without the
Companys prior written consent. All Work Product shall be promptly
communicated to Company.
(c) License. In the event that Consultant integrates any work that was
previously created by the Consultant into any Work Product, the Consultant
shall grant to, and Company is hereby granted, a worldwide, royalty-free,
perpetual, irrevocable license to exploit the incorporated items, including, but
not limited to, any and all copyrights, patents, designs, trade secrets,
trademarks or other intellectual property rights, in connection with the Work
Product in any manner that Company deems appropriate. Consultant
warrants that it shall not knowingly incorporate into any Work Product any
material that would infringe any intellectual property rights of any third party.
6. Confidential Information
Each party shall receive in confidence (receiving party) from the other party
(disclosing party) and treat as confidential all technical information,
business/financial information, management information, and documentation
which (i) is stamped or otherwise marked as being confidential or proprietary,
whether in written or electronic form, (ii) pertains in any way to such partys
business plans or methods, or (iii) otherwise is not generally known by others,
and under the circumstances of the disclosure, the disclosing party had a
reasonable expectation that the receiving party would know that the
information is confidential or proprietary (collectively, Proprietary
Information). Information that is disclosed orally or visually to a receiving

party shall also be deemed Proprietary Information if the disclosing party
identifies such information as proprietary at the time of disclosure and, within
thirty (30) days after such disclosure reduces the subject matter of the
disclosure to writing and submits it to the receiving party. A receiving party
shall hold Proprietary Information received from the disclosing party in
confidence, shall use such information only for the purpose of and in
accordance with this Agreement and shall not further disclose such
information to any third party without the prior written approval of the
original disclosing party. The obligation to protect the confidentiality of
Proprietary Information shall extend for a period of five (5) years following a
partys
receipt
of
Proprietary
Information.
The restrictions of this Section shall not apply to any information: (i) lawfully
received from another source free of restriction and without breach of this
Agreement, (ii) that is published or becomes available to the public without
breach of this Agreement, (iii) known by the receiving party prior to the time
of disclosure, (iv) independently developed by the receiving party without
resort or access to the Proprietary Information; or (v) that the disclosing party
has
approved
the
release
by
the
receiving
party.
Proprietary Information shall remain the property of the disclosing party and
shall be returned or destroyed upon written request or upon termination or
expiration of this Agreement. Receiving party may retain in the files of its
legal counsel for archival purposes only, one copy of all written materials
returned.
7. Interference with Business
(a) Non-Competition. During the term of this Agreement, Consultant will
engage in no business or other activities which are, directly or indirectly,
competitive with the business activities of the Company without obtaining the
prior written consent of the Company.
(b) Non-Solicitation. Consultant agrees that for a period of one (1) year after
termination of this Agreement, Consultant shall not:
(i) divert or attempt to divert from the Company any business of any kind in
which it is engaged, including, without limitation, the solicitation of or
interference with any of its suppliers or customers, or
(ii) employ, solicit for employment, or recommend for employment any
person employed by the Company, during the Consultancy Period and for a
period of one (1) year thereafter.
8. Insurance
Consultant shall maintain at its sole expense liability insurance covering the
performance of the Services by Consultant. Such insurance coverage shall
have limits and terms reasonably satisfactory to Company, and Company
may require Consultant to provide to Company a certificate of insurance
evidencing such coverage.
9. Force Majeure
Either Party shall be excused from any delay or failure in performance
required hereunder if caused by reason of any occurrence or contingency
beyond its reasonable control, including, but not limited to, acts of God, acts
of war, fire, insurrection, strikes, lock-outs or other serious labor disputes,
riots, earthquakes, floods, explosions or other acts of nature.
The obligations and rights of the Party so excused shall be extended on a
day-to-day basis for the time period equal to the period of such excusable
interruption. When such events have abated, the Parties respective
obligations hereunder shall resume.
In the event the interruption of the excused Partys obligations continues for
a period in excess of sixty (60) calendar days, either Party shall have the right
to terminate this Agreement upon thirty (30) calendar days prior written
notice to the other Party.
10. Non-Publicity
Each of Company and Consultant agree not to disclose the existence or
contents of this Agreement to any third party without the prior written
consent of the other Party except: (i) to its advisors, attorneys or auditors
who have a need to know such information, (ii) as required by law or court
order, (iii) as required in connection with the reorganization of a Party, or its
merger into any other corporation, or the sale by a Party of all or substantially
all of its properties or assets, or (iv) as may be required in connection with
the enforcement of this Agreement.
11. Assignment
The Services to be performed by Consultant hereunder are personal in
nature, and Company has engaged Consultant as a result of Consultants
expertise relating to such Services. Consultant, therefore, agrees that it will
not assign, sell, transfer, delegate or otherwise dispose of this Agreement or
any right, duty or obligation under this Agreement without the Companys
prior written consent. Nothing in this Agreement shall prevent the assignment
by the Company of this Agreement or any right, duty or obligation hereunder
to any third party.
12. Injunctive Relief
Consultant acknowledges that a violation of Article 6 or 7 would cause
immediate and irreparable harm to the Company for which money damages
would be inadequate. Therefore, the Company will be entitled to injunctive
relief for Consultants breach of any of its obligations under the said Articles
without proof of actual damages and without the posting of bond or other
security. Such remedy shall not be deemed to be the exclusive remedy for
such violation, but shall be in addition to all other remedies available at law
or in equity.
13. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the

laws of the Philippines, without giving effect to any choice of law or conflict of
law provisions.
14. General
This Agreement constitutes the entire agreement of the Parties on the subject
hereof and supersedes all prior understandings and instruments on such
subject. This Agreement may not be modified other than by a written
instrument executed by duly authorized representatives of the Parties.
No waiver of any provision of this Agreement shall constitute a waiver of any
other provision(s) or of the same provision on another occasion. Failure of
either Party to enforce any provision of this Agreement shall not constitute a
waiver of such provision or any other provision(s) of this Agreement.
Should any provision of this Agreement be held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, such provision may be
modified by such court in compliance with the law giving effect to the intent
of the Parties and enforced as modified. All other terms and conditions of this
Agreement shall remain in full force and effect and shall be construed in
accordance with the modified provision.
IN WITNESS WHEREOF, and intending to be legally bound, the Parties have
duly executed this Agreement this __ day of _______, 201_.
________________________________
(Signature over printed name)
Consultant
3G Consultancy
_______________________________
[CLIENT signature over printed

name]
Owner
Nextgen Signs & Graphics

Character and Extent of Services

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Character and Extent of Services

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This Consulting Contract, effective as of December 06, 2016, is made by and

between Nextgen Signs & Graphics, a company organized and existing in

Information). Information that is disclosed orally or visually to a receiving

This Agreement shall be governed by and construed in accordance with the

[CLIENT signature over printed

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