SERVICE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Service Agreement (the “Agreement”) made and

entered into this 2nd day of December, Year 2024 at Subic Bay
Freeport Zone, by and between:

HARBOUR CENTRE PORT TERMINAL

SUBIC INC. (HCPTSI), a corporation duly
organized and existing under and by
virtue of the laws of the Republic of the
Philippines, with principal office at Stall
26, located at One Stop Shop, Lot 7
Aguinaldo Street, Subic Bay Freeport
(“SBFZ”), represented herein by its Head
of Human Resource and Administration,
Nestor Maurice C. Dantes Jr., and (the
“PRINCIPAL”).

-and-

BEST TRACK MANPOWER SERVICES,

a corporation duly organized and existing
under and by virtue of the laws of the
Republic of the Philippines, with principal
office at 1190 Rizal Avenue East Tapinac,
Olongapo City, Zambales, repsented
herein by its President, Melencio S.
Tamayo Jr., (the “CONTRACTOR”).

WITNESSETH: That--

WHEREAS, the PRINCIPAL is in need of the

services of legitimate independent contractor to
perform Manpower services.

WHEREAS, the CONTRACTOR is an independent

contractor with substantial capital, equipment, and
expertise, duly registered pursuant to Department of
Labor and Employment D.O. No. 18-A, with Certificate
of Registration No. 093-1123-2372; and

WHEREAS, the Parties hereby set forth the

terms and conditions by which the CONTRACTOR shall
perform services in favor of the PRINCIPAL.
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NOW THEREFORE, for and in consideration of the foregoing

premises and the mutual covenants and stipulations herein
contained, the Parties have agreed under the following terms and
conditions:

1. SCOPE OF SERVICES

1.1 The SERVICE PROVIDER shall provide manpower

services and equipment required for the following
maintenance activities (Services”):
- Electrical Maintenance
- Structural Maintenance’
- Mechanical Maintenance
- General Cleaning and Upkeep of port facilities.
- Emergency repair (as required).

1.2 The CONTRACTOR shall ensure that all equipment to be

used are in good working condition.

1.3 The CONTRACTOR shall ensure that the personnel

deployed are physically capable and mentally fit and to
perform the Services, adequately trained/equipped, and
properly supervised.

1.4 The CONTRACTOR shall ensure that the personnel

deployed to perform the Services report for duty
promptly, and no case shall the number of such
personnel be less than the agreed number for any given
time. The CONTRACTOR shall immediately provide a
similarly qualified replacement for any personnel who is
not able to report for duty for a given shift for any
cause.

1.5 The CONTRACTOR shall provide the personnel deployed

to perform the Services with identification cards,
uniforms, and personal protective equipment.

1.6 The Services shall be completed on [Date].

2. SERVICE FEE

2.1 For and in consideration of the proper and timely

performance of the Services, the PRINCIPAL shall pay
the CONTRACTOR a Service Fee based on the actual
number of personnel provided and the agreed rates.

2.2 Invoices shall be submitted by the CONTRACTOR and

shall be subject to verification and confirmation by the
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PRINCIPAL prior to processing the payment.

2.3 Invoices shall be issued twice a month, and payment

must be made within 15 days of receipt.

3. OBLIGATIONS AND WARRANTIES OF THE PRINCIPAL

3.1 The PRINCIPAL warrants that it, and its representative,

have the capacity to enter into this Agreement and
perform the obligations herein.

3.2 The PRINCIPAL shall ensure adequate supply of trucks

to avoid delays in the unloading/discharging
operations.

3.3 The PRINCIPAL shall provide checkers, both on board

and on dock, to ensure the accuracy of the quantity of
cargoes. A copy of the accomplished Tally Sheets shall
be provided to the CONTRACTOR as reference.

4. OBLIGATIONS AND WARRANTIES OF THE CONTRACTOR

4.1 The CONTRACTOR warrants that it, and its

representative, have the capacity to enter into this
Agreement and perform the obligations herein.

4.2 The CONTRACTOR warrants that it has the required

professional license(s), and the necessary
competence, knowledge, and expertise, to perform
the Services.

4.3 The CONTRACTOR shall, at its own expense, obtain

and keep effective all government licenses, permits,
and approvals which may be required in connection
with the performance of its obligations under this
Agreement.

4.4 The CONTRACTOR warrants that it is an independent

contractor, and that there shall be no employer-
employee relationship between the PRINCIPAL and the
CONTRACTOR. No agent, employee, or worker of the
CONTRACTOR shall be deemed to be employee,
agent, or worker of the PRINCIPAL.
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4.5 The CONTRACTOR shall perform the Services, as set

out in the Scope of Services (Section 1.1), to the
satisfaction of the PRINCIPAL. The CONTRACTOR, in
the performance of the Services, shall conform to the
PRINCIPAL’s rules and instructions as to the result.

4.6 The CONTRACTOR shall be liable for any damage to

the Cargoes or other properties incurred during the
course of the performance of the Services.

4.7 The CONTRACTOR shall be liable for any loss,

damage, injury, or death of its personnel in the course
of the performance of the Services.

4.8 The CONTRACTOR shall indemnify and hold the

PRINCIPAL and its directors, officers, employees,
personnel, and representatives free and harmless
from any and all fines, penalties, losses, liabilities,
direct actions, damages and claims that may be
brought and commenced by any third party, arising
from the performance by the CONTRACTOR of the
Services, or by reason of the CONTRACTOR’s non-
observance or non-performance of the pertinent laws,
ordinances, or other administrative rules or issuances,
as well as the PRINCIPAL’s rules and instructions in
the performance of the Services.

5. TERMINATION

This Agreement may be terminated upon the following

grounds or circumstances:

6.1 Upon the CONTRACTOR’s accomplishment and

delivery, to the PRINCIPAL’s satisfaction, of the
Services, and the issuance by the PRINCIPAL to the
CONTRACTOR of a Certificate of Completion;

6.2 By written agreement of the Parties;

6.3 By a Party, if the other Party is in breach of any

material provision of this Agreement, or the warranties
and representations stated herein, and such breach is
incapable of remedy or shall not have been cured
within three (3) days from receipt of written notice by
the erring Party specifying the breach and requiring it
to be remedied; or
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6.4 By a Party, without prior notice to the defaulting Party,

upon the occurrence of any of the following:

6.4.1 If a Party is adjudged bankrupt or insolvent;

6.4.2 If a Party makes a general assignment of all

its assets for the benefit of its creditors;

6.4.3 If a trustee or receiver is appointed for a

Party or for any of its property; or

6.4.4 If a Party files for suspension of payments, or

to reorganize under the bankruptcy or similar
laws.

Should this Agreement be terminated due to a breach

committed by a Party, such Party in breach shall bear all
liability for, and indemnify the other Party against all losses
and damages suffered as a result of the breach, without
prejudice to other remedies allowed by law.

6. NO EMPLOYER-EMPLOYEE RELATIONSHIP

There shall be no employer-employee relationship between

the PRINCIPAL, on the one hand, and the CONTRACTOR and
the persons who the CONTRACTOR may assign to perform
the Services, on the other. No agent, employee or worker of
the CONTRACTOR shall be deemed to be employee, agent,
or worker of the PRINCIPAL, and the PRINCIPAL shall in no
case be considered the employer of the CONTRACTOR’s
employees.

7. SELECTION, CONTROL, AND SUPERVISION

The CONTRACTOR shall, at all times, maintain supervision

and control over the personnel deployed to perform the
Services. As such, the CONTRACTOR shall have exclusive
and absolute discretion in the selection, qualification,
engagement, control, discipline, assignment, and discharge
of its personnel, employees, or agents. The CONTRACTOR
warrants that due care was exercised in the selection of the
personnel deployed to perform the Services.

8. PAYMENT OF WAGES AND SALARIES

The CONTRACTOR undertakes to pay the wages or salaries,

as well as the benefits and premiums, of the personnel
deployed to perform the Services, in accordance with the
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provisions of the Labor Code and other applicable laws,

rules, and regulations. All related deductions, withholding
taxes, registrations, and contributions (e.g., Social Security
System, Home Development Mutual Fund, Philippine Health
Insurance Corporation) shall be under the sole charge of the
CONTRACTOR.

9. DEATH, DISEASE, OR INJURY

The CONTRACTOR shall be responsible for the death of,

disease contracted, or injury suffered by the personnel
deployed to perform the Services, and for any damage done
to them from any source or cause.

10. CONFIDENTIALITY

The CONTRACTOR understands that, in the course of the

performance of the Services, the CONTRACTOR and/or its
personnel may gain knowledge pertaining to confidential or
proprietary information that are of high value to the
PRINCIPAL (the “Confidential Information”). The Confidential
Information shall not be disclosed by the CONTRACTOR to
third parties or unauthorized persons under any circumstance
during and after the term of this Agreement.

For avoidance of doubt, Confidential Information shall mean

any and all information, of any kind, and in any medium or
form (whether in written or other tangible form, or orally or
visually furnished), reasonably known to be confidential,
including but not limited to:

- Information relating to current, planned or

proposed projects, products, financials,
marketing and business plans, forecasts,
projections and analyses, and other business
affairs, including internal records;

- Data, technology, know-how, inventions,

discoveries, designs, processes, methods,
techniques, operations, formulations,
equipment, documents, specifications,
information concerning research and
development work, trade/business secrets; and

- Lists and other information relating to other

persons, including customers, subcontractors,
employees, and co-venturers, or any of
customer or potential customer.
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Notwithstanding the foregoing enumeration, in case of doubt

as to whether particular information is confidential, the same
shall be treated as confidential.

The CONTRACTOR shall ensure compliance of these

confidentiality obligations by its personnel.

11. DATA PRIVACY

In the course of the performance of the obligations under this

Agreement, certain personal information may be collected,
directly or indirectly, and processed by the Parties for the
sole purpose of performing such obligations. Organizational,
physical, technical, and security measures must be
maintained, enforced, and implemented at all times to ensure
the integrity, confidentiality, and security of such personal
information.

The Parties, in the handling of personal information, shall

comply with the requirements of the Data Privacy Act.

12. GENERAL PROVISIONS

9.1 INTEGRATION. This Agreement supersedes any and

all prior discussions and agreements between the
Parties, and contains the sole, final, and complete
expression and understanding between the Parties
with respect to the transactions contemplated herein.
This Agreement shall not be altered or modified except
by a subsequent writing, signed by the Parties.

9.2 AMENDMENT. Any and all amendments to this

Agreement shall be made in a subsequent writing duly
signed by the Parties.

9.3 SEVERABILITY. Each part of this Agreement is

intended to be severable. If any term, covenant,
condition, or provision herein is found to be unlawful,
invalid, or unenforceable for any reason whatsoever,
and such illegality, invalidity, or unenforceability does
not affect the remaining parts of this Agreement, then
all such remaining parts hereof shall be valid and
enforceable and have full force and effect as if the
invalid or unenforceable part had not been included.

9.4 DELAYS OR OMISSIONS; REMEDIES CUMULATIVE.

No delay or omission to exercise any right, power, or
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remedy accruing to any Party under this Agreement,

upon any breach or default of the other party, shall
impair any such right, power or remedy of such non-
breaching or non-defaulting Party nor shall it be
construed to be a waiver of any such breach or default,
or an acquiescence therein, or of or in any similar
breach or default thereafter occurring; nor shall any
waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or
thereafter occurring.

9.5 CONSTRUCTION. This Agreement shall be construed,

and the rights and obligations of the Parties hereunder
determined, in accordance with the laws of the
Republic of the Philippines.

9.6 BINDING EFFECT. This Agreement shall be binding

upon and inure to the benefit of the Parties’ respective
successors and assigns.
9.7 SETTLEMENT OF DISPUTES. The Parties shall
endeavor to settle all disputes arising in connection
with this Agreement amicably, and speedily. If the
Parties are unable to reach an amicable settlement, all
legal actions that may be brought by virtue of this
Contract shall be exclusively filed only in the proper
courts of Quezon City, Philippines, to the exclusion of
other venues and jurisdictions.

IN WITNESS WHEREOF, the parties hereto have executed this

Agreement on the date and place abovementioned.
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HARBOUR CENTRE PORT BEST TRACK MANPOWER

TERMINAL SUBIC INC. SERVICES
By: By:

Nestor Maurice C. Dantes Melencio Sadi Tamayo

Jr. President
Human Resource and
Administration Head

WITNESSES

________________________ ________________________

ACKNOWLEDGMENT

BEFORE ME, a Notary Public, for and in _____________________,

this _____________________, personally appeared:

EVIDENCE OF VALID
AFFIANT
IDENTITY UNTIL

both known to me to be the same persons who executed the foregoing

instrument and hereby acknowledged to me that the same is their free
and voluntary act and deed.

This instrument consisting of seven (7) pages, including this page

on which this acknowledgment is written refers to a Service Agreement
and has been signed by the parties and sealed with my notarial seal.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2024.