MSA Template - 2019 - (For Reference Only To Be Used in Response Template)

MASTER SERVICES AGREEMENT
This MASTER SERVICES AGREEMENT (this “Agreement”) is made as of the date day of Month, 2019 (the
“Effective Date”) by and between:
GOLDEN ARCHES DEVELOPMENT CORPORATION, a corporation duly organized and existing

under the laws of the Republic of the Philippines, with address at 17th Floor, Citibank Center Building,
Paseo de Roxas, Makati City, as represented by its Position, NAME OF AUTHORIZED SIGNATORY
(“GADC”);
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NAME OF COMPANY, a corporation existing under the laws of the country of incorporation, with
address at registered office address, as represented by its Position, NAME OF AUTHORIZED
SIGNATORY, by virtue of Secretary’s Certificate dated date, which is hereto attached as Exhibit A
(“Company”).
(GADC and Company are sometimes referred to herein individually as “Party”, and collectively as the
“Parties”).
WHEREAS, GADC desires to engage Company on a non-exclusive basis to perform certain services for GADC,
and Company desires to perform such services, in each case, pursuant to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
SERVICES TO BE PROVIDED
1.1 (a) Performance of Projects. Company shall supply to GADC services, deliverables, and/or
completed project(s) (each a “Project” and collectively the “Projects”), including such Project(s) described in Exhibit B
attached hereto and incorporated herein. If during the term of this Agreement, GADC desires to engage Company to
perform additional Projects and Company desires to perform such Projects, the Parties will execute a separate statement of
work for such Projects (each, an “SOW”). References herein to this Agreement shall include reference to all exhibits
hereto and any SOW, and any addendum to an exhibit or SOW. The services, deliverables, and/or milestones of a Project
that will be performed by Workers (as defined below), may be amended from time to time upon the mutual, written
agreement of the Parties. The performance of all Projects, whether or not set forth in Exhibit B or a SOW, shall be
governed by the terms and conditions of this Agreement. In the event of a conflict or inconsistency between the terms and
conditions contained in Exhibit B or a SOW and the terms and conditions contained in this Agreement, the terms and
conditions of this Agreement shall control. All persons assigned to perform work on a Project, whether such persons are
employees of Company, Sub-Contractors (as defined below) or employees of a Sub-Contractor, shall be referred to in this
Agreement as “Workers.” All work performed by or on behalf of Company under this Agreement and any Project shall
be referenced to in this Agreement as “Services.” Upon GADC’s request, Company agrees to utilize GADC’s web-based
vendor management system to submit any and all information required by GADC relating to a Project, including requests
for payment. Company further agrees to execute any agreement or document required by GADC’s provider of such
system to utilize and access such system. For the purposes of this Agreement, the term “GADC Affiliates” shall mean an
entity which: (a) controls; (b) is controlled by; or (c) is under common control, with GADC.
(b) Companion Agreement by GADC Affiliates. Upon GADC’s request, Company and its affiliates
agree to offer to GADC Affiliates the Services at terms and pricing no less favorable than those contained in this
Agreement by executing a “Companion Agreement” substantially in the form attached hereto as Exhibit C; provided,
however, there is no obligation on the part of any GADC Affiliate to do so and GADC shall not be liable or responsible
for the obligations, performance, acts, or omissions of any GADC Affiliate purchasing Services pursuant to a Companion
Agreement. Upon GADC’s request, Company shall provide GADC with a summary list of all Companion Agreements
executed under this Agreement.
(c) McDonald’s System. Upon GADC’s request, Company and its affiliates agree to offer to
Franchisees and Suppliers the Services at terms and pricing no less favorable than those contained in this Agreement by
executing a Companion Agreement with Company provided, however, there is no obligation on the part of any
Franchisees or Suppliers to do so and GADC shall not be liable or responsible for the obligations, performance, acts, or
omissions of any such Services provided pursuant to a Companion Agreement. “Franchisee” means, for purposes of this
Agreement, an entity with which GADC or a GADC Affiliate has an agreement pursuant to which: (a) such entity has a
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[NAME OF COMPANY]-[GADC Department]-[Document #-2019]
license to use a brand owned by McDonald’s, GADC or a GADC’s Affiliate; and (b) the entity undertakes to conduct its
primary business in accordance with methods and procedures prescribed by McDonald’s, GADC or a GADC Affiliate.
“Suppliers” means, for purposes of this Agreement, any person or entity engaged in the provision of products or services
to GADC, GADC Affiliate(s), or Franchisees, but only in connection with the provision of such products or services to
GADC, GADC Affiliate(s), or Franchisees.
(d) Contractor Use. Company acknowledges that GADC, GADC Affiliates, and Franchisees enter
into agreements with third parties to (a) perform or manage services; (b) manage hardware and/or software; and/or (c)
develop software applications (collectively “Contractors”). Notwithstanding any contrary terms of this Agreement,
Contractors shall be permitted to use the Services (i) for the benefit of GADC, GADC Affiliate, and/or Franchisees, and
(ii) only in accordance with the terms of this Agreement.
(e) Authorized Parties. “Authorized Parties” is defined as GADC Affiliates, Franchisees,

Suppliers, and Contractors.
(f) THE PARTIES AGREE THAT ANY AUTHORIZED PARTY ENTERING INTO A
COMPANION AGREEMENT IS DOING SO INDIVIDUALLY AND SOLELY ON ITS OWN BEHALF AND
THEREFORE, NEITHER GADC NOR ANY OTHER AUTHORIZED PARTY: (I) WILL BE LIABLE, WHETHER
JOINTLY OR SEVERALLY, TO COMPANY IN RESPECT OF ANY FEES DUE AND OWING BY SUCH
AUTHORIZED PARTY FOR SERVICES PROVIDED UNDER ITS COMPANION AGREEMENT; (II) WILL BE
LIABLE, WHETHER JOINTLY OR SEVERALLY, FOR ANY OTHER OBLIGATIONS OF SUCH AUTHORIZED
PARTY, WHETHER CONTAINED IN ITS COMPANION AGREEMENT OR ANY ORDER ENTERED INTO BY
SUCH AUTHORIZED PARTY; (III) CAN ENFORCE THE OBLIGATIONS OF SUCH AUTHORIZED PARTY
UNDER ITS COMPANION AGREEMENT OR ANY ORDER ENTERED INTO BY SUCH AUTHORIZED PARTY;
OR (IV) CAN REQUIRE THAT SUCH AUTHORIZED PARTY COMPLY WITH THE TERMS OF ITS COMPANION
AGREEMENT OR ANY ORDER ENTERED INTO BY SUCH AUTHORIZED PARTY.
1.2 Fees. In full and complete consideration of the satisfactory performance by Company of its obligations
under a Project and this Agreement, GADC shall pay to Company the fees as set forth in Exhibit B or the applicable SOW
(the “Fees”). Company shall submit to GADC detailed invoices (including any value-added tax or other applicable sales
taxes, which for purposes of clarification, constitute “Fees”) for the Fees on agreed upon schedules and, provided that
Company has delivered all invoices no later than thirty (30) days following completion of the Project and performed the
applicable Project (or a portion of the Project as described in the submitted invoice) to GADC’s reasonable satisfaction
and Company has not breached any of its obligations, representations, and/or warranties under this Agreement or an
applicable SOW. GADC agrees to pay the undisputed Fees within sixty (60) days after receipt of all invoices in
accordance with this section. Payment of the Fee shall be GADC’s sole financial obligation to Company for the
performance of any and all Services pursuant to such Project and this Agreement.
1.3 Expenses. Except as explicitly specified in Exhibit B or the applicable SOW, all costs and expenses
incurred by Company in connection with this Agreement shall be the responsibility of Company. In addition, Company
acknowledges and agrees that it has not and shall not incur any costs or expenses in reliance on securing this or any other
business of GADC or an Authorized Party. Notwithstanding the foregoing, GADC shall reimburse Company for
reasonable out-of-pocket costs and expenses incurred by Company in connection with a Project; provided, however, (a)
that Company must first obtain GADC’s pre-approval of all such costs and expenses in writing and (b) to the extent
applicable, such costs and expenses must be in compliance with GADC’s Travel Policy attached hereto as Exhibit D, as
amended from time to time. All amounts payable under this Agreement shall be invoiced in Philippine Peso or such other
currency as may be designated in the applicable SOW.
1.4 Disputed Invoices. If GADC receives an invoice which it reasonably believes includes a sum which is not
valid and properly due:
(a) GADC shall notify the Company in writing no later than thirty (30) days from receipt of the
invoice;
(b) Company shall provide such additional information and documentation as GADC may reasonably
require to enable it to evaluate the invoice;
(c) GADC’s failure to pay the disputed Fees shall not be deemed to be a breach of this Agreement and
the Company must continue to perform its obligations under this Agreement;
(d) Upon receipt of GADC’s notice regarding disputed Fees, Company shall prepare and transmit to
GADC a modified invoice with all such disputed Fees removed from such invoice together with a separate invoice for the
disputed amount;
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(e) Upon receipt of such modified invoice containing only undisputed amounts, GADC shall pay the
undisputed Fees in accordance with the terms of this section and within thirty (30) days of GADC’s’ receipt of such
modified invoice; and
(f) In case of the disputed Fees, the Parties shall exert all efforts to resolve the same through good
faith negotiations in accordance with the requirements of Section 10.10 (Dispute Resolution) of this Agreement before
any court action or judicial proceeding can be initiated against either Party.
1.5 Guidelines and Standards. GADC has the right to specify the results desired for any Project.
Accordingly, GADC reserves the right from time to time to establish and/or modify guidelines and standards applicable to
a Project, and Company shall comply with such guidelines and standards. In the event that the guidelines or standards are
modified such that the Parties agree that the costs Company expects to incur to perform the Services under such Project
are significantly impacted, the Parties will negotiate in good faith to revise the Fees accordingly.
1.6 Sub-Contractors. For purposes of this Agreement and any exhibits hereto, any consultant, independent
contractor, sub-contractor, or other person or entity other than Company or an employee of Company who performs
Services shall be referred to as a “Sub-Contractor.” The Company shall not assign, subcontract or otherwise transfer any
of its rights or obligations pursuant to the Agreement without the prior written consent of GADC. In the event that
Company utilizes one or more Sub-Contractors, with the approval of GADC, to perform any of the Services in connection
with a Project, the following conditions, in addition to those contained elsewhere in this Agreement, shall apply:
(a) Each Sub-Contractor shall make himself/herself/itself available to provide services to the general
public and shall not perform services exclusively for GADC;
(b) Company shall have a written agreement with each Sub-Contractor under which all terms of this
Agreement and all duties and responsibilities of Company under this Agreement are incorporated and binding upon such
Sub-Contractor; and each Sub-Contractor is responsible for employment and income taxes, and government-mandated
contributions that arise from the Services such Sub-Contractor is providing;
(c) GADC shall be named in writing as a third-party beneficiary of any agreement between Company
and each Sub-Contractor insofar as the terms and conditions of this Agreement are concerned. Company is responsible
for assuring that each Sub-Contractor engaged by Company understands the terms of this Agreement and agrees to
comply with these same terms in relevant parts. Company shall remain accountable and responsible for the acts and
omissions of each Sub-Contractor;
(d) Each Sub-Contractor shall obtain, and maintain during the term of Sub-Contractor’s appointment,
insurance that provides coverage in accordance with Section 4.2 (Insurance) below. Further, each Sub-Contractor shall
name GADC and GADC Affiliates and their Franchisees as additional insureds with respect to such insurance policies;
and
(e) Upon request, Company shall provide GADC with a fully executed copy of all the items set forth
in this section prior to each Sub-Contractor performing Services hereunder.
ARTICLE II
NATURE OF RELATIONSHIP
2.1 Independent Contractor Status. Company represents and warrants that Company is an independent
contractor hereunder and neither Company nor any Worker shall be deemed an agent, employee, joint employee or
servant of GADC or of any GADC Affiliate. Neither GADC nor Company (including its Workers) shall have any right to
act on behalf of or bind the other Party for any purpose. GADC shall have no right to control the manner or means by
which Company performs Projects for GADC. Company and its Sub-Contractors, as applicable, shall have the sole right,
obligation and discretion to hire, assign, fire, discipline, evaluate, supervise, manage, train, assign work, define jobs,
determine job content, negotiate terms of employment, maintain records of hours, perform payroll functions, provide
benefits and insurance, including, but not limited to, employee worker’s compensation insurance and unemployment
insurance required by any jurisdiction having authority over Company and its Sub-Contractors, and determine all other
terms and conditions of employment for each of their respective employees. The Parties agree that Company was free to
negotiate over the terms of this Agreement. The Parties thus intend and agree that neither Company, nor its Sub-
Contractors, nor their employees are statutory employees of GADC or any GADC Affiliates. Company and its Sub-
Contractors shall take all legally appropriate measures to ensure that they are sole employers of their own employees,
respectively. Company agrees to exercise full and complete control over, and have full responsibility for, all labor and
employee relations and responsibilities of all employees on its payroll. Company shall also (a) have the obligation to pay
all foreign and local employment and income taxes, and government-mandated contributions (such as, Philippine Health
Insurance Corporation, Home Development Mutual Fund, and Social Security System), retirement or social insurance,
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workers compensation insurance or other taxes or assessments arising with respect to its employees and (b) ensure that all
such taxes, government-mandated contributions, and insurance are paid with respect to Sub-Contractors and their
employees. Company acknowledges that GADC shall not withhold or pay any such taxes, contributions or insurance.
2.2 No Employee Benefits. No Worker shall be eligible to participate in any employee benefit program of
GADC or any GADC Affiliate, including but not limited to, any bonus, allowance pension, profit sharing, stock option,
health, sickness, dental, accident, life, disability, retirement, severance, vacation and other paid time off, tuition benefits,
deferred compensation, or insurance which GADC or any GADC Affiliate may maintain for the benefit of any of their
respective employees, even if a Worker is determined to be a statutory law employee of GADC or any GADC Affiliate.
In addition, no Worker shall be entitled to separation benefits from GADC or any GADC Affiliate in the event this
Agreement or any Project terminates or for any other reason. Company shall be solely responsible and liable for providing
and paying for all statutory or fringe benefits to its employees and shall ensure that all such benefits are provided and paid
with respect to Sub-Contractors and their employees.
2.3 Conflict of Interest. If at any time during the term of this Agreement, Company becomes aware of an
actual or potential Conflict of Interest due to any of Company’s interests, activities or other engagements or with respect
to any Worker, Company will promptly notify GADC of the actual or potential Conflict of Interest and take appropriate
measures reasonably acceptable to GADC to address such actual or potential Conflict of Interest. A “Conflict of
Interest” can arise whenever Company or any of its Workers takes action or has an interest that could interfere with
Company or such Worker(s) performing its or their obligations, duties, and responsibilities under this Agreement
honestly, objectively, and effectively. A Conflict of Interest does not include any Worker’s exercise of any right protected
by employment or labor law, including rights under Article 3 of Presidential Decree No. 442 (otherwise known as the
“Labor Code of the Philippines).
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Company’s Representations and Warranties.
(a) Company represents and warrants that: (i) it has the full power and authority necessary to enter
into this Agreement and to perform its obligations hereunder (including granting any intellectual property rights or
licenses hereunder) and under each SOW, including the Services; (ii) this Agreement has been duly authorized by all
necessary action on the part of Company and has been duly executed and delivered by it; (iii) it has not entered into any
agreement with any other entity that contains restrictive provisions regarding confidentiality and/or non-competition that
may impair its ability to perform any Project hereunder; (iv) the execution by Company of this Agreement and the
performance of its obligations hereunder shall not breach or violate any other agreement to which it is a party; and (v)
Company has, and shall maintain throughout the term of this Agreement, all permits, licenses, certifications and the like
necessary to perform each Project hereunder.
(b) Company represents and warrants that all Services and Projects shall be performed in accordance
with the terms and conditions of this Agreement and Exhibit B or the applicable SOW to the best of Company’s ability
and in a good, workmanlike manner with the highest standards of care, skill, and diligence used by persons who are
skilled, trained, and experienced with respect to the type of services required by the applicable Project. Company
represents and warrants that all Services and Projects shall comply with web content accessibility guidelines issued by
GADC from time to time and, to the extent applicable, with the then current Web Content Accessibility Guidelines
(WCAG) (current version WCAG 2.0 Level AA). Company agrees to make at its own expense corrections and
modifications required by GADC due to any errors or omissions in Company’s work product.
(c) Company represents and warrants that all materials and intellectual property produced or
otherwise provided under this Agreement (including but not limited to Intellectual Property and Company Property) shall
be of original development by Company and/or that Company has the legal right to convey such rights and interests in
such materials and intellectual property as set forth in this Agreement or in any exhibit or SOW. Company further
represents and warrants that neither the execution of this Agreement nor the performance of its obligations hereunder,
shall misappropriate, infringe upon or violate any patent, trademark, trade name, copyright, trade secret or other
proprietary right of any third party.
(d) GADC desires all Projects to be completed in a lawful manner; this is a material term of this
Agreement. Accordingly, Company represents and warrants that: (i) it shall comply, and shall cause each Worker to
comply, with all statutes, laws, regulations, ordinances, judgments, permits, and other governmental rules or restrictions,
whether domestic or foreign and as may be amended from time to time, applicable to Company’s execution of this
Agreement or a SOW, and the performance of all Services; (ii) it shall strictly adhere to McDonald’s Supplier Code of
Conduct, as it may change over time, a copy of which is attached hereto as Exhibit E; (iii) it has not and shall not violate
any anti-bribery, anti-kickback or anti-money laundering laws or laws or regulations that prohibit dealings with
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sanctioned countries, persons or entities (such as terrorists and drug traffickers), including but not limited to Republic Act
No. 3019 (otherwise known as the “Anti-Graft and Corrupt Practices Act”), Republic Act No. 9160 (also known as the
“Anti-Money Laundering Act of 2001,” as amended), and Republic Act No. 10168 (or, “An Act Defining the Crime of
Financing of Terrorism”) and its respective implementing rules and regulations; and (iv) none of its officers, directors,
partners, principals, employees or representatives have or shall offer, promise, make or authorize any payment or transfer
of money, gift of anything of value, either directly or indirectly, in connection with transactions under this Agreement or
any other transactions involving GADC, to any Government Official, or to any person or entity while knowing that any
portion of those payments or transfers shall be passed to a Government Official, if such offer, promise, payment or
transfer would violate any laws. Company further agrees not to make facilitating or “grease” payments in connection with
this Agreement or any other transactions involving GADC. The term “Government Official” as used above refers to an
officer, employee, agent or representative of any governmental authority, including a department or agency of any
government or a government-owned or controlled entity, a candidate for political office, a political party, any official of a
political party, any state-owned enterprise, social or public organization, or any member of a Government Official’s
immediate family. Examples of Government Officials include police officers, persons responsible for issuing official
permits or licenses, health inspectors, labor/employment authorities, and employees of companies or entities owned by the
government such as oil companies, the news media, transportation entities, hospitals, schools, and universities.
(e) Company represents and warrants that, to the extent applicable and lawful, it shall and shall cause
all of its Workers to use GADC’s electronic communications tools only as authorized by GADC. Company further
understands that GADC may, from time to time, monitor transmissions to and from the internet, content of e-mail, as well
as the use of other electronic communications tools (which includes data storage systems) belonging to GADC and
Company expressly consents to such monitoring. Company shall advise all of its Workers of the provisions of this
section.
(f) Company represents and warrants that: (i) it and its Sub-Contractors, as applicable, shall have
conducted background checks, and received and reviewed the results of such background checks, for all Workers
providing Services to GADC who require access to GADC’s internal network systems and/or a GADC’s building security
badge prior to such Worker’s start date at GADC; (ii) such background checks shall include, but shall not be limited to,
verification of identity, employment history, academic credentials, and criminal history; (iii) it shall evaluate the results of
such background checks to determine whether each Worker is appropriate for the Services, and if necessary, disqualify
individuals from being assigned to GADC if such background checks reveals information that makes the individual
unsuitable for the Services; (iv) such background checks shall be conducted by an outside investigative service; and (v) it
and its Sub-Contractors shall comply with, and such background checks shall be conducted and evaluated in accordance
with, all applicable laws, regulations, executive orders, and enforcement guidance, and laws governing the use of
background checks and/or information related to criminal history in employment. GADC reserves the right to audit the
background check records of Company and the Workers on an as-needed or random check basis, to ensure that Company
has complied with the requirements of this section, but this right shall not relieve Company of its obligations as described
in this section. If such audit reveals that Company has not complied with this section, Company shall reimburse GADC
for all reasonable costs and expenses associated with the audit.
3.2 GADC’s Representations and Warranties. GADC represents and warrants that: (a) it has the full power
and authority necessary to enter into this Agreement; (b) this Agreement has been duly authorized by all necessary action
on the part of GADC and has been duly executed and delivered; and (c) the execution by GADC of this Agreement and
the performance of its obligations hereunder shall not breach or violate any other agreement to which GADC is a party.
3.3 Unauthorized Code/Malware.
(a) Company represents and warrants that no Unauthorized Code will be transferred to GADC
through the Services or under this Agreement. “Unauthorized Code” means any virus, Trojan horse, worm, spyware
(such as, any program that tracks the computer’s use in some manner, including downloaded files or usernames and
passwords for websites or programs), adware (such as, any program that connects to the Internet and uses the computer to
host advertisements and/or possibly transmit advertisements to other computers), ransomware (such as, any program that
encrypts files and demands payment of a ransom in exchange for having encrypted files unlocked) or other code, script, or
algorithm designed or used to disable, erase, alter, or otherwise harm any computer system, program, database, data,
hardware or communications system, or to consume, use, allocate or disrupt any computer resources, in a manner which is
malicious or intended to damage or inconvenience. Further, Company represents and warrants that Company shall
establish and maintain physical, technical, and administrative safeguards satisfactory to GADC and reasonably designed
and implemented to detect and protect against Unauthorized Code. In the event of a breach of the representations and
warranties in this section, and if as a result Unauthorized Code is introduced into the system(s) of GADC or any
Authorized Party, Company shall be responsible for any costs in removing the Unauthorized Code from affected
system(s), in addition to being liable for other damages resulting from such introduction.
(b) Open Source Materials. Company represents and warrants that it shall not incorporate any Open
Source Materials into any materials or intellectual property produced or otherwise provided under this Agreement
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(including but not limited to Intellectual Property and Company Property), or use Open Source Materials in its
performance of the Services, except to the extent that such Open Source Materials have been clearly identified in the
applicable SOW or Exhibit B. “Open Source Materials” means all software or other material that is distributed as “free
software”, “open source software” or under similar licensing or distribution terms including, but not limited to, the GNU
General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD
licenses, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License
(SISL) and the Apache License. Notwithstanding anything to the contrary herein, Company shall not use in its
performance of the Services or incorporate into any deliverable any Viral Open Source Materials. “Viral Open Source
Materials” are Open Source Materials that if used by GADC or Authorized Parties, or if included with software of
GADC or Authorized Parties, would require as a condition of use or distribution of the Open Source Materials, that
software of GADC or Authorized Parties must be (i) disclosed or distributed in source code form, (ii) be licensed for the
purpose of making derivative works, (iii) be redistributable at no charge, or (iv) similar requirements that would have the
effect of making the software of GADC or Authorized Parties, non-proprietary, open source, or have similar
characteristics of Open Source Materials.
3.4 Personal Information, Data Protection, and Data Processing.
(a) For the purposes of this Agreement, “Personal Information” and “processing” have the
meanings given to them under Republic Act No. 10173 (or, the “Data Privacy Act of 2012”).
(b) Company acknowledges that Personal Information is subject to laws restricting collection, use,
processing and free movement of Personal Information under the Data Privacy Act of 2012. In addition to its other
obligations hereunder, Company shall: (i) comply with all applicable laws with respect to all Personal Information; (ii)
not, by any act or omission, put GADC or Authorized Parties in breach of any such laws; and (iii) execute, or arrange to
be done and executed, each act, document and thing necessary or desirable to keep GADC and Authorized Parties in
compliance with any such laws in connection with this Agreement. Company shall not (A) access or process Personal
Information except from countries or regions approved in writing by GADC and (B) transfer Personal Information from
the countries or regions selected by GADC.
(c) To the extent Company processes (including, without limitation, collecting, compiling,
reproducing, storing, distributing) any Personal Information on behalf of GADC or Authorized Parties pursuant to this
Agreement, Company represents and warrants that it shall (and shall ensure that all of its Sub-Contractors shall):
(i) process such Personal Information solely for the purposes of enabling Company to perform its
obligations under this Agreement and as expressly authorized by GADC;
(ii) comply with all of GADC’s instructions from time to time in relation to the processing of any
such Personal Information provided such instructions are consistent with all relevant laws;
(iii) treat all Personal Information as Confidential Information, as required by this Agreement;
(iv) implement appropriate physical, technical, administrative, and organizational measures against
unauthorized or unlawful processing, access, disclosure, alteration, or theft of any such Personal Information and
against accidental loss or destruction of, or damage to such Personal Information, including but not limited to,
taking reasonable steps to ensure the reliability of personnel (including all Workers) having access to such
Personal Information and instructing such personnel on the special data protection obligations under this
Agreement. Such measures shall (A) include, at a minimum, using firewalls, intrusion detection, password
protection, and malware protection software, and performing periodic, but in any event at least annual, internal
security audits of Company’s and its Sub-Contractors’ (if applicable) systems and the Services and tests of
applicable disaster recovery and business continuity plans and facilities and (B) be compliant, at a minimum, with
GADC’s security requirements as may be issued to Company by GADC from time to time. Such security
measures shall ensure the security and confidentiality of Personal Information, protect against any anticipated
threats or hazards to the security or integrity of Personal Information, comply with GADC’s privacy policies and
applicable laws, including those relating to data security and the handling of data security breaches, and otherwise
protect against unauthorized access to or use of Personal Information. Prior to implementation of such security
measures, Company shall obtain GADC’s approval, which may be withheld in GADC’s sole discretion.
Company shall take the measures mentioned in this section having regard to the state of technological
development and the cost of implementing the measures, so as to ensure a level of security appropriate to: (Y) the
harm that may result from breach of such measures; and (Z) the nature of the Personal Information to be
protected;
(v) not publish, disclose or divulge any such Personal Information to any third party without the prior
consent of GADC (other than to the extent required by law in accordance with Section 5.4), and any such
disclosure must be made subject to obligations of confidentiality no less onerous than those imposed on Company
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under this Agreement and consistent with any procedures specified by GADC from time to time;
(vi) subject to Section 5.4, inform and notify GADC in writing of any disclosure of such Personal
Information required by any applicable regulatory authority or legal requirement promptly (or, within twenty-four
(24) hours);
(vii) to the extent such Personal Information is obtained from a country within the European Union,
not transfer any such Personal Information outside of the European Economic Area (“EEA”) or to a country not
deemed to provide an adequate level of protection for Personal Information by any applicable regulator, without,
and only to the extent of, GADC’s express prior written consent, and as a condition of any consent given by
GADC pursuant to this section, Company shall comply and shall ensure that its Sub-Contractors comply with any
reasonable instructions provided to Company and/or its Sub-Contractor by GADC and shall, at GADC’s
discretion, either: (A) enter into a data sharing/processing agreement (to include model contractual clauses) in a
form specified by GADC or (B) take such other action(s) to maintain and demonstrate compliance with the Data
Privacy Act of 2012 or other applicable law(s) and or regulation(s) for transfers in/out of the EEA or in/out of the
Philippines. For the avoidance of doubt, where Company is not registered within the EEA, it must exercise either
clauses (A) or (B) above before processing any Personal Information;
(viii) promptly (or, within twenty-four (24) hours) notify GADC if any security incident occurs in
respect of any such Personal Information, and assist it in any investigation into the incident, including by
providing GADC and GADC’s Affiliates with access to Company’s and Sub-Contractors personnel (including all
Workers), documents, and/or systems for the purposes of such an investigation; and
(ix) promptly (or, within twenty-four (24) hours) notify GADC if the person to whom any Personal
Information belongs makes a written request to have access to, correct or delete its own Personal Information or
any other complaint, allegation or request is made by the person to whom any Personal Information belongs or by
any regulatory authority relating to GADCs or GADC’s Affiliate’s obligations under applicable data protection
and privacy law and provide full cooperation and assistance to GADC and GADC’s Affiliates in relation to any
such complaint, allegation or request (including by providing details of the Personal Information held by it in
relation to the individual within twenty-five (25) days (or such earlier time if required by applicable laws) of
receipt of the request for such Personal Information).
(d) Without prejudice to any other provision of this Agreement, GADC may at reasonable intervals
(or sooner if GADC reasonably believes that Company or any of its Sub-Contractors have not processed Personal
Information in compliance with this Agreement), request a detailed written description of the technical and organizational
methods employed by Company and/or its Sub-Contractors for the processing of Personal Information. Within thirty (30)
days of receipt by Company of GADC’s written request, Company shall deliver a written report to GADC in sufficient
detail that GADC can reasonably determine whether or not any applicable Personal Information is being or has been
processed in compliance with this Agreement and/or applicable data protection and privacy legislation.
(e) No media on which Confidential Information or Personal Information is stored may be used or re-
used to store data of any other customer of Company or to deliver data to a third party, including another of Company’s
customer, unless securely erased. Company shall also remove all Confidential Information and Personal Information from
any media taken out of service and shall destroy or securely erase such media in accordance with GADC’s policies. In the
event GADC does not provide such policies to Company, Company shall destroy or securely erase such media in
accordance with relevant laws, rules, and regulations.
(f) Company shall encrypt all GADC’s data that it possesses, including electronic messages and
attachments, if and as required by GADC from time to time based on the classification of the data. In the event GADC
does not communicate any such requirements to Company, Company shall at a minimum encrypt all Personal Information
in accordance with relevant laws, rules, and regulations.
(g) Company shall and shall require and ensure that its Sub-Contractors shall: (i) promptly retrieve
and deliver to GADC a copy of all Personal Information (or such portions as will be specified by GADC) in the format
and on the media reasonably prescribed by GADC (A) at GADC’s reasonable request from time to time and (B) within
five (5) days of termination or expiration of the term; (ii) with respect to particular Personal Information, promptly return
such Personal Information which is no longer required by Company to perform the Services; and (iii) deliver to GADC all
Intellectual Property and all other property of GADC in the format and on the media reasonably prescribed by GADC.
Notwithstanding the above, if requested by GADC, Company shall destroy or securely erase all applicable copies of
Personal Information in Company’s (or its Sub-Contractors’) possession or under Company’s (or its Sub-Contractors’)
control instead of returning the same to GADC, and Company shall certify to GADC that it has done so, unless any
applicable legislation prevents such return or destruction (including legislative document retention periods, at which point
the Personal Information shall be destroyed after that period ends). In the event any Personal Information is stored or
otherwise kept in or on a computer hard drive or other storage device owned by or otherwise in the possession or control
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of Company or its Sub-Contractors (collectively, “Company Storage Device”), Company and/or any Sub-Contractor
shall, upon demand or upon termination or expiration of this Agreement or a SOW, certify in writing to GADC that all
Personal Information and other information relating to GADC or any SOW have been deleted from all Company Storage
Devices. Company shall not withhold any Personal Information as a means of resolving any dispute.
(h) The obligations under the preceding sections shall remain in full force after the termination of this
Agreement until the total destruction and/or delivery to GADC of all Personal Information is completed.
3.5 Network Security and Security Assessment.
(a) In the event Company discovers, is notified of or reasonably suspects a breach or potential breach
of security relating to its (or its Sub-Contractors’) computer network or system, Company shall immediately (within
twenty-four (24) hours) and prior to contact with law enforcement notify GADC of such breach or potential breach and
provide GADC with the following information: (i) the date of the breach; (ii) the specific data compromised; (iii) the
method of such breach; (iv) security personnel contacts; and (v) the name of any person (including any law enforcement
agency) assisting with the investigation of such breach. Company shall also: (A) investigate such breach or potential
breach and perform a root cause analysis thereon; (B) remediate the effects of such breach or potential breach of security;
(C) provide GADC with reasonable assurances as GADC shall request that such breach or potential breach shall not recur;
and (D) on an ongoing basis, inform GADC of any impact and/or damage to GADC or any GADC Affiliates.
Additionally, Company shall notify, in a manner deemed appropriate by GADC, all individuals whose Personal
Information has been compromised. Further, Company shall exercise good faith and best efforts to assist GADC in
fulfilling, and to provide such relevant non-confidential information as is reasonably required to allow GADC to fulfill, its
legal obligations and to monitor and mitigate risk.
(b) In the event that GADC learns of public information by a reputable media source regarding a
compromise of Company’s (or its Sub-Contractors’) computer network or system that results in unauthorized access to
Company’s or its Sub-Contractors’ systems or files that contain Confidential Information or Personal Information
(“Compromise”), and GADC reasonably determines that the Compromise materially harms GADC’s brand, then GADC
may terminate this Agreement or the applicable SOW by notifying Company of GADC’s intent to terminate on the
grounds of the Compromise, and such termination shall be immediately effective upon Company’s receipt of such
termination notice.
(c) Company shall provide to GADC any security assessments/certifications previously performed
(and if Company has not previously performed security assessments/certifications, it shall perform and provide such
assessments/certifications at GADC’s request). In addition, Company shall, at its expense, perform such security
assessments/certifications on an annual basis during the term of this Agreement and provide such
assessments/certifications to GADC. Such assessments/certifications (i.e., those previously performed, performed at
GADC’s request, and annually performed) shall include at a minimum all information as may be required by GADC from
time to time and supporting documentation. Company represents and warrants it will at all times maintain the same or
higher security levels approved by GADC.
(d) Upon reasonable notice to Company, Company shall permit GADC, its auditors and designated
audit representatives, including auditors affiliated with the payment card industry, to audit and inspect: (i) Company’s
facilities where GADC data (including Confidential Information and Personal Information) is stored, processed or
transmitted; (ii) any computerized systems used to store, process or transmit GADC’s data (including Confidential
Information and Personal Information); and (iii) Company’s security policies, practices and procedures, network
infrastructure design and security, architecture and data flow diagrams, business continuity and recovery facilities,
resources and plans. The audit and inspection rights hereunder shall be, at a minimum, for the purpose of verifying
Company’s compliance with this Agreement and all applicable laws.
ARTICLE IV
INDEMNIFICATION; INSURANCE
4.1 Indemnification.
(a) Company shall indemnify, protect, advance, defend, and hold GADC, GADC’s Affiliates,
Franchisees, and franchisees of GADC’s Affiliates, and each of their respective directors, officers, employees,
independent contractors, and agents (each an “Indemnified Party”) harmless to the fullest extent permitted by law, from
and against any actual, alleged, threatened, pending or completed disputes, claims (including without limitation, claims by
any third party (including any Worker), any governmental or regulatory agency, any owner of intellectual property, and/or
any of an Indemnified Party’s customers or suppliers), actions, lawsuits, claims, issues, matters, appeals, arbitrations,
subpoenas, investigations, requests to serve as a witness or proceedings (each, a “Claim” and, collectively, “Claims”),
damages (including punitive, special, consequential, indirect, exemplary or incidental damages to the extent described in
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Section 4.1(d)), losses, reasonable attorneys’ fees, costs, expenses, liabilities and settlement amounts (each, a “Loss” and,
collectively, “Losses”), whether or not well founded in law or fact, which arise out of or are directly or indirectly related
to this Agreement, any inaccuracy, untruthfulness or the breach or alleged breach by Company of any representation or
warranty under this Agreement or any SOW, including but not limited to Company’s obligation to comply with all
applicable laws, compensate its Workers in compliance with all applicable laws, and pay employment taxes and other
withholdings as required by all applicable laws, the performance or nonperformance by Company or any of its Workers of
any obligations under this Agreement or any SOW, any claim by any Worker for compensation, reimbursement, damages,
penalties, employment benefits, workers’ compensation benefits, unemployment insurance benefits or employee status
under any other applicable law whether or not GADC or any GADC Affiliates are claimed to be joint employers with
Company, or any acts or omissions of Company or any of its Workers occurring during the term of this Agreement,
regardless of when the Loss occurs or the Claim is asserted, commenced or threatened; provided, however, that Company
shall not have any obligations under this Section 4.1(a) in respect of Losses or Claims incurred or asserted solely by
reason of GADC’s gross negligence or willful misconduct.
(b) In addition to the indemnity provided above, if GADC’s use of any component of any material or
intellectual property produced or otherwise provided under this Agreement (including but not limited to Intellectual
Property and Company Property), or any component of any Service, is enjoined, or in the event that Company desires to
minimize its liabilities hereunder, Company shall:
(i) At its cost, obtain for GADC the right to continue their use of such component on terms no more
restrictive than those contained in this Agreement.
(ii) If the action described in (i) is not possible, even after the use of Company’s best efforts, then
Company, at its cost, shall modify such component so that it no longer infringes but still is equally
suitable and functionally equivalent.
(iii) If the actions described in (i) and (ii) are not possible, even after the use of Company’s best efforts,
then Company shall, at its cost, substitute other equally suitable and functionally equivalent
component(s).
(iv) If none of the actions in (i), (ii) and (iii) are available even after Company’s best efforts, Company
may terminate this Agreement upon thirty (30) days written notice to GADC and shall refund to
GADC all Fees paid hereunder.
(c) The Indemnified Party shall be entitled to select and retain counsel and control the defense of any third
party claim (“Third Party Claim”) subject to indemnification under this section. Company shall advance the expenses of
such defense within thirty (30) days of receipt of invoice. In its defense of any such Third Party Claim, the Indemnified
Party shall act reasonably and in accordance with its good faith business judgment. Additionally, the Indemnified Party
shall not settle or compromise any Third Party Claim without Company’s consent, which consent shall not be
unreasonably withheld, conditioned or delayed. All settlement amounts, costs, and expenses shall be borne by Company.
Alternatively, at the request of the Indemnified Party, Company shall assume the defense of any such Third Party Claim,
employing counsel reasonably satisfactory to the Indemnified Party. In such a circumstance, Company shall not settle or
compromise the Third Party Claim without the consent of the Indemnified Party, which consent shall not be unreasonably
withheld, conditioned or delayed. In any circumstance involving a Third Party Claim in which an indemnity requirement
as set forth in this Section 4.1 is determined not to be enforceable under applicable law, Company and Indemnified Party
shall contribute to the payment of any Loss for which indemnification is not available, in proportion to the comparative
degree of culpability of Company and the Indemnified Party.
(d) NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY HEREUNDER FOR SPECIAL,
CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES; PROVIDED, HOWEVER, THE FOREGOING
LIMITATION SHALL NOT BE APPLICABLE TO ANY LOSS ARISING OUT OF: (a) COMPANY’S GROSS
NEGLIGENCE, FRAUD OR WILLFUL OR INTENTIONAL MISCONDUCT; (b) BODILY INJURY, DEATH, OR
DAMAGE TO TANGIBLE PERSONAL PROPERTY PROXIMATELY CAUSED BY COMPANY’S NEGLIGENCE;
(c) COMPANY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS HEREUNDER; (d) COMPANY’S
BREACH OF SECTIONS 3.3, 3.4, OR 3.5 OF THIS AGREEMENT; OR (e) ANY CLAIM SUBJECT TO
INDEMNIFICATION HEREUNDER.
4.2 Insurance. Unless a different amount is set forth in an exhibit hereto or a SOW, Company shall, at its
own expense, provide and keep in full force and effect during the term of this Agreement the following insurance policies
(having no less than the specified limits of liability):
Type of Coverage Minimum Limits of Liability

Workers’ Compensation Equivalent to all Workers’ compensation and
other benefits
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Employers’ Liability Php5,000,000 Each Accident /Php5,000,000 Each
Employee / Php5,000,000 Policy Limit
Motor Vehicle Liability (covering owned, Php1,000,000 Combined Single Limit Each
leased or hired vehicle) Accident
An occurrence based Commercial General
Liability Insurance Policy, including Php5,000,000 Each Occurrence
Premises/Operations, Product Liability and
Completed Operations, Broad Form Property Php5,000,000 Aggregate
Damage and Contractual Liability.
Property Replacement Value / Repair or Replacement Cost
Basis, no coinsurance
REQUIRED IF WORK INVOLVES SUCH EXPOSURES:
Privacy and Network Security, also known as Aggregate insurance limits in an amount not less
Cyber Liability than Php15 million providing for protection
against liability for (1) system attacks, (2) denial
or loss of service from attacks, (3) spread of
malicious software code, (4) unauthorized access
and use of computer systems, (5) liability arising
from the loss or disclosure of personal or
corporate confidential data, (6) cyber extortion,
(7) breach response and management coverage,
(8) business interruption, and (9) invasion of
privacy, with Php15 million of sublimits per claim
for each (1) - (9)
Professional Liability Insurance (specifically, Covering acts, errors, omissions, breach of
Technology Errors and Omissions / security or privacy, including notification
Technology Products Liability Insurance) expenses, and machine malfunctions arising out of
Company’s operations or Services in an amount
not less than Php5,000,000 per occurrence
Throughout the term of this Agreement, Company shall have and maintain such policies in a form acceptable to GADC
and shall name GADC and Authorized Parties as additional insureds as their interests may appear. Such insurance shall
be primary and non-contributory insurance for all parties named as an additional insured. All insurance policies must be
issued by a reputable insurance company acceptable to GADC. All insurance policies shall provide waivers of subrogation
in favor of GADC and Authorized Parties. The worker’s compensation insurance policy (or its equivalent) shall include
an alternate employers’ endorsement in favor of GADC and Authorized Parties where applicable and shall otherwise be in
a form compliant with law. A certificate of insurance that meets GADC’s requirements must be submitted before any
Service is performed. Said certificate(s) shall contain an endorsement providing that the insurance shall not be cancelled
without the insurer first giving prior written notice. Acceptance of any improper certificate of insurance shall not
constitute a waiver, release or modification of the insurance requirements set forth in this section. Further, upon request,
Company shall provide GADC with copies of all insurance policies, including all endorsements, evidencing the coverages
set forth above. If policy or policies are written on a claims-made basis, coverage must be in place for a period of at least
twelve (12) months after the completion or termination of this Agreement.
It is agreed that any insurance, self-insured retention, deductible or fronting insurance maintained by GADC and
Authorized Parties, whether or not primary, excess or contingent, are policies of insurance purchased and specifically
written to be excess of Company’s insurance and shall apply in excess of, and not contribute with, coverage provided by
Company’s insurance, and Company’s insurance policies shall be endorsed to effect this agreement. All such policies
shall provide that the coverage thereunder shall not be terminated or any material changes made without prior written
notice to GADC. Approval of any of these insurance policies by GADC shall not relieve Company of any obligation
contained herein, including Company’s advancement and indemnity requirements set forth above, even for claims in
excess of the policy limits. To the extent Company’s insurance provides coverage to GADC or Authorized Parties for a
claim asserted under this Agreement, it is the intent of the Parties that such insurance will apply first before any remaining
indemnity obligations described herein apply.
4.3 Performance Security. Unless a different amount is set forth in an exhibit hereto or a SOW, prior to the
execution of this Agreement, the Company shall post and furnish GADC a Performance/Surety Bond (“Bond”) issued by
a reputable bonding company, renewable every year, with a face amount of [AMOUNT IN WORDS] (Php [xxx]) which
is sufficient to cover the total Fees under this Agreement.
Company shall furnish GADC with a copy of the Bond within fifteen (15) days from the execution of this
Agreement, and once secured, shall be attached to this Agreement as Exhibit F and made integral part hereof. Company
shall also furnish GADC any renewal of the Bond within the same period from such renewal.
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This Bond shall be enforceable without the need to have recourse to any judicial or arbitral proceedings.
ARTICLE V
NON-DISCLOSURE AND NON-USE
5.1 Confidential Information. The term “Confidential Information” means all Personal Information, and
any information, material, documents, research, work-product, findings, analyses, and recommendation, whether or not
specifically labeled or identified as confidential, and derivatives thereof: (a) relating to GADC, Authorized Parties,
GADC’s Affiliates, each of their businesses, assets, financial condition, operations, products, promotions, customers,
supplier relationships, trade secrets, know-how, strategies and prospects; (b) obtained by or on behalf of Company during
the course of meetings or discussions with GADC, Authorized Parties, and/or each of their representatives or agents; (c)
produced by or on behalf of Company for or in conjunction with GADC and/or Authorized Parties; (d) the existence of
this Agreement and the fact that Company is engaged in discussions with GADC, and/or Authorized Parties; or (e) that
Company knows or has reason to know is considered confidential or proprietary by GADC, and/or Authorized Parties.
Confidential Information may be furnished to Company in any form, including orally, in writing, by inspection, and/or
through computer, tape or other electronic, mechanical or visual media. Except with respect to Personal Information,
Confidential Information does not include any information which Company can demonstrate by clear and convincing
evidence (w) is generally available to the public other than as a result of disclosure by Company or by another person or
entity subject to obligations of confidentiality or that was otherwise prohibited from public disclosure of such information;
(x) was lawfully known to Company prior to the time of receipt; (y) was received by Company from a third party not in
breach of any law or obligation of confidentiality; or (z) was independently developed by Company without the use of or
reference to any Confidential Information. Information falling within the foregoing categories (w) through (z) shall not be
disclosed until thirty (30) days after written notice of intent to disclose is given to GADC along with the asserted grounds
for disclosure.
All Confidential Information is the exclusive property of GADC and GADC has the sole and exclusive right to
use, duplicate, implement, and/or dispose of such Confidential Information. GADC MAKES NO REPRESENTATION
OR WARRANTY (WHETHER EXPRESS OR IMPLIED) ABOUT THE ACCURACY OR COMPLETENESS OF THE
CONFIDENTIAL INFORMATION AND IT SHALL NOT HAVE ANY LIABILITY TO COMPANY OR ANY OTHER
PERSON OR ENTITY RESULTING FROM THE CONFIDENTIAL INFORMATION OR ANY USE THEREOF.
5.2 Agreement to Maintain Confidentiality. Company acknowledges that Company and Workers will have
access and contribute to information and materials of a highly sensitive nature (including Personal Information) and
Company agrees that it shall protect, and shall ensure that Workers protect, the legitimate business interests of GADC
therein. Company agrees that, during the term of this Agreement and at all times thereafter, it shall use its best efforts and
utmost diligence to maintain and safeguard the confidentiality and security of all Confidential Information to protect it
against disclosure, misuse, espionage, loss, and theft in accordance with this Agreement and all applicable laws.
Company agrees to implement all measures necessary to maintain such confidentiality and security, including advising
Workers who have access to Confidential Information in accordance with this Agreement and the restrictions contained
herein, but in no case using less than (a) the measures it uses to protect its own confidential information and (b)
reasonable care. In the event the law applicable to this Agreement requires that Company’s duties under this section have
a time limit, Company’s duties under this section, and the duties of any Worker under this section, shall expire two (2)
years after the expiration of this Agreement. Notwithstanding the preceding sentence, Company shall at all times take,
and shall cause Workers to take, all reasonable steps to protect GADC’s Trade Secrets (as the term “Trade Secrets” is
defined as customer lists, sensitive marketing information, non-patented inventions, software, formula and recipes,
techniques, processes, and other business information that provides GADC a business edge or otherwise pertains to the
McDonald’s system), which shall be deemed to be Confidential Information for purposes of this Agreement, for so long
as they remain Trade Secrets; and nothing in this Agreement shall limit Company’s or any Workers’ duties not to disclose
Trade Secrets or GADC’s remedies in the event of such disclosure. Company may only use and copy the Confidential
Information to the extent necessary to perform its obligations hereunder. In no event shall the Confidential Information be
used other than for the sole benefit of GADC. Except for Workers who have a strict need to know, Company shall not
disclose or use, and shall not permit Workers to disclose or use, for its or their benefit or the benefit of any other person or
entity, any Confidential Information, except to the extent such use or disclosure is required in connection with the
performance of Services or pursuant to Section 5.4. Company shall take appropriate measures by instruction and
agreement prior to disclosure to Workers to (w) make Workers aware of the duties and restrictions related to the
Confidential Information and (x) assure against any use or disclosure not expressly permitted under this Agreement.
Company shall be liable to GADC for any use or disclosure by Workers that are not expressly permitted under this
Agreement. Company shall immediately notify GADC of any actual or suspected (y) breach or (z) unauthorized access or
disclosure of the Confidential Information, including but not limited to a breach due to an intrusion or security incident.
Company shall, within fifteen (15) days’ receipt of written request from GADC, provide GADC with a list of all Workers
that have had access to or knowledge of the Confidential Information.
5.3 Material, Non-Public Information. Company is aware, and Company shall also advise all Workers, that
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applicable securities laws restrict persons with material, non-public information concerning GADC or any GADC
Affiliate (including, without limitation, Confidential Information) from purchasing or selling securities of GADC or any
GADC Affiliate or from communicating such information to any other person or entity under circumstances in which it is
reasonably foreseeable that such other person or entity is likely to purchase or sell such securities.
5.4 Required Disclosures. In the event that Company or any Worker is required by law or court order to
disclose any Confidential Information, Company shall (i) immediately inform GADC of such disclosure requirement and
promptly confirm the same by written notice to GADC, so that GADC may seek a protective order or other appropriate
remedy and/or waive compliance with the provisions of this Agreement, (ii) cooperate with GADC’s efforts, including
without limitation, any efforts to obtain a protective order or other appropriate remedy, to preserve the confidentiality of
such Confidential Information consistent with applicable law, and (iii) use Company’s best efforts to limit any such
disclosure to the minimum disclosure necessary to comply with such legal requirement.
5.5 Irreparable Harm. The Parties agree that any threatened or actual breach of this Article V would have a
material and adverse effect upon GADC and would cause GADC irreparable injury for which it would have no adequate
remedy at law and damages arising from such breach may be difficult to ascertain. In each such case, the Parties agree
that in addition to, and without limiting any other right or remedy GADC may have, GADC shall be entitled to equitable
relief, including immediate injunctive relief and specific performance prohibiting such violation.
ARTICLE VI
OWNERSHIP OF INTELLECTUAL PROPERTY
6.1 Intellectual Property. The term “Intellectual Property” shall mean all research, findings,
recommendations, tests, equipment, machinery, techniques, books, records, papers, notes, catalogs, compilations of
information, databases, correspondence, recordings, stored data (including data or files that exist on any computer or other
electronic storage device), reports, charts, graphs, works of authorship, analysis, Trade Secrets, trademarks and service
marks, ideas, inventions, designs, developments, devices, methods, methods of doing business, software, procedures and
processes, and improvements to the foregoing (whether or not patented or patentable, reduced to practice or included in
Confidential Information) and all patents and patent applications related thereto, all copyrights, copyrightable works, and
mask works (whether or not included in the Confidential Information), and all registrations and applications for
registration related thereto, all Confidential Information, and all other proprietary rights contributed to, or conceived or
created by, Company or any Worker (whether alone or jointly with others) at any time prior to the termination or
expiration of this Agreement that (a) relate to the business or to the actual or anticipated research or development of
GADC; (b) result from any Services that Company or any Workers perform for GADC; or (c) are created using any
Confidential Information or the equipment, supplies or facilities of GADC or GADC direct or indirect suppliers, except
Intellectual Property shall not include Company Property (as defined below).
6.2 Ownership. All Intellectual Property (including all copies and duplicates) is, shall be and shall remain the
exclusive property of GADC. Company hereby assigns, and agrees to cause Workers to assign, to GADC all right, title,
and interest, if any, in and to the Intellectual Property; provided, however, that, when applicable, GADC shall own the
copyrights in all copyrightable works included in the Intellectual Property pursuant to the “work-made-for-hire” doctrine
(rather than by assignment), as such term is defined in applicable intellectual property laws, rules, and regulations. All
Intellectual Property shall be owned by GADC irrespective of any copyright notices or confidentiality legends to the
contrary which may be placed on such works by Company or by others. Company waives all rights of “droit moral” or
“moral rights of authors or creators” and/or any similar rights or principles of law which Company may have in any
Intellectual Property. Company shall ensure that all copyright notices and confidentiality legends on all work product
authored by Company or any Worker shall conform to GADC’s practices and shall specify GADC as the owner of the
work. It is specifically agreed that GADC shall have the full and free right to do or not to do whatever it desires with
respect to the Intellectual Property, including without limitation, the right to utilize or not utilize the same, the right to file
or not file a patent application and the right to license or sell the same, upon such terms as it may desire, with or without
compensation.
6.3 Further Assurances. Company shall promptly upon creation disclose in writing to GADC all Intellectual
Property. During the term of this Agreement and at all times thereafter, Company shall promptly execute, and shall cause
all Workers promptly to execute, any and all declarations, assignments, applications, and other instruments which GADC
shall deem necessary to apply for and obtain patents and copyright registrations in any country or otherwise to protect
GADC’s interests in the Intellectual Property.
6.4 Company Property. For purposes of this Agreement, “Company Property” as it relates to a Project
means Company’s methodologies, know-how, tools, software, and techniques to the extent possessed by Company prior
to commencing work on such Project or developed or acquired by Company independent of such Project or any
Confidential Information, but in any event, Company Property shall specifically exclude Confidential Information. All
Company Property is and shall remain Company’s sole and exclusive property. To the extent any Company Property is
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contained or incorporated in a deliverable provided to GADC hereunder or is otherwise provided by Company to GADC
in connection with a deliverable, Company hereby grants to GADC and GADC Affiliates a perpetual, irrevocable,
worldwide, royalty free, non-exclusive, non-transferable license to use, reproduce, display, perform, distribute copies of,
and prepare derivative works using such Company Property solely for the business purposes of GADC, GADC Affiliates,
and/or Franchisees; provided, however, in order to exercise its rights hereunder, GADC may provide access to Company
Property to: (a) employees of GADC and Authorized Parties who have a need to know; (b) independent contractors,
suppliers, consultants, legal counsel, auditors, and accountants retained by GADC, Authorized Parties or the applicable
GADC Affiliate who have a need to know and who are under confidentiality obligations to GADC or the applicable
GADC Affiliate; and (c) governmental agencies and authorities who have a need to know.
ARTICLE VII
TERM AND TERMINATION
7.1 Term. Unless earlier terminated pursuant to Section 7.2, this Agreement shall remain in effect for a
period of [insert period] commencing on the Effective Date and shall automatically renew for successive one (1) year
periods thereafter unless terminated by either Party by giving written notice to the other Party not less than thirty (30)
days prior to the expiration of the then current term.
7.2 Earlier Termination of Agreement.
(a) This Agreement, any SOW, or any Project may be terminated by (i) either Party, upon the breach of any
material term or condition (including representations and warranties) of this Agreement, either of which is not remedied
within five (5) days of the receipt of written notice thereof; or (ii) by GADC, for whatever reason, with or without cause,
on fifteen (15) days written notice to Company.
(b) This Agreement shall terminate automatically in the event that either Party shall (i) cease conducting
business in the normal course; (ii) become insolvent; (iii) make a general assignment for the benefit of creditors; (iv)
suffer or permit the appointment of a receiver for its business or assets; or (v) avail itself of, or become subject to, any
proceeding under any bankruptcy, reorganization, arrangement of debt, insolvency, readjustment of debt or receivership
law or statute.
7.3 Refund of Pre-Paid Fees Upon Termination. In the event of a termination of this Agreement, SOW or a
Project, Company shall refund all pre-paid Fees, if any, within thirty (30) days from the effective date of termination for
Services not yet rendered.
7.4 Payment of Undisputed Outstanding Fees Upon Termination. In the event of a termination of this
Agreement, a SOW or a Project, GADC shall pay all undisputed outstanding charges incurred up to the effective date of
termination. Company agrees and understands that any estimates of the amount of time involved in a Project which may
have been given to or by Company in connection with the requested work shall not be binding upon GADC, and shall in
no event be interpreted as a commitment by GADC to continue a Project assignment for any specific term. Any damages
or other amounts owing to GADC by Company for any reason upon termination of this Agreement or a Project may be
deducted from any amounts owed by GADC to Company.
7.5 Return of Materials. In addition to the obligations set forth in Section 3.4 above, within five (5) days of
the termination or expiration of this Agreement, a Project or upon demand, Company shall, and Company shall cause and
ensure that Workers, (a) return to GADC all Confidential Information (including each and every form and copy of such
Confidential Information) and deliver to GADC all Intellectual Property and all other property of GADC as specified
below, all in the format and on the media reasonably prescribed by GADC, and (b) provide to GADC a status report in
respect of all aspects of any Project that have not been fully performed and such other information and materials as may
be necessary or helpful to GADC in completing such Projects. In the event of termination or expiration of this
Agreement, a Project or the reassignment or termination of any Worker assigned to GADC, Company shall secure and
return any GADC equipment or other property that is being used by Workers outside the premises of GADC. Failure to
comply with the provisions of this section may result, in addition to other available remedies, in payment to Company
being withheld by GADC until all equipment or other property is returned and such information is provided. During the
term of this Agreement and after termination or expiration of this Agreement, Company shall not, and shall ensure that its
Workers do not, copy, duplicate, or otherwise reproduce, or permit copying, duplicating, or reproduction of any
documents or writings relating to GADC or its business or any Project (including any Intellectual Property and
Confidential Information), whether stored on paper, magnetic tape, CD, electronically, or otherwise, including but not
limited to notes, notebooks, letters, blueprints, manuals, drawings, sketches, specifications, formulas, financial documents,
business plans, and the like, or any other documentation owned or originated by GADC or relating to GADC or its
business or any Project which, from time to time, may have come into the possession, custody, or control of Company or
Workers, without the express written consent of GADC, or, as a part of Company’s or Workers’ duties performed
hereunder for the benefit of GADC. In the event any Confidential Information or Intellectual Property are stored or
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otherwise kept in or on a Company Storage Device, Company and/or any Worker shall, upon demand or upon termination
or expiration of this Agreement or a Project, certify in writing to GADC that all Confidential Information, Intellectual
Property, and other information relating to GADC or any Project have been deleted from all Company Storage Devices.
The obligations under this section shall remain in full force after the termination of this Agreement until the total
destruction and/or delivery to GADC of all Confidential Information, Personal Information Intellectual Property, and/or
all other property of GADC is completed.
7.6 Transition Services. Within fifteen (15) business days of the termination or expiration of this Agreement
or a SOW, Company shall provide to GADC a status report in respect of all aspects of any Projects and SOWs that have
not been fully performed and such other information and materials as may be necessary or helpful to GADC in completing
such Projects. Following termination or expiration of this Agreement or a SOW, Company shall as soon as reasonably
practicable and following a request from GADC, provide to GADC or any other replacement supplier, reasonable
assistance, expertise, and advice in connection with any proposed transfer of the Services, fully co-operate with GADC
and/or any replacement supplier, and using its best effort to ensure the smooth handover and continued running of such
services (“Transition Assistance”). Notwithstanding the foregoing, GADC shall have the right and option to extend the
effective date of any termination by up to sixty (60) days, under the same terms and conditions and at the same pro-rata
Fees set forth in the applicable SOW, solely for the purpose of receiving Transition Assistance.
ARTICLE VIII
RELATIONSHIP LEADER; PROGRAM MANAGER(S)
8.1 Relationship Leader. Company shall provide a dedicated Worker who is familiar with all of the programs,
infrastructure, systems, hardware, as well as each Project or SOW, to respond to inquiries from GADC (“Relationship
Leader”). Such Relationship Leader shall be available to respond to GADC during business hours and respond to any
inquiry initiated by GADC no later than twenty-four (24) hours from the time the inquiry was directed by GADC to the
Company.
8.2 Project Manager. For each Project or SOW, if requested by GADC, Company shall designate a Project
Manager to serve as the main contact of GADC and shall be tasked to handle day-to-day management of a Project.
Sections 8.1 and 8.2, notwithstanding, GADC shall have the option (but not the obligation) to directly contact the
concerned Worker, teams, committees, and departments of the Company for any inquiry, issues or concerns relating to the
Services.
8.3 Continuity of Worker. Company shall use best efforts to ensure the continuity of a Worker assigned to
perform the Services. Except for causes beyond the reasonable control of Company (including employment termination,
serious injury or death), Company warrants and covenants that its Worker shall be dedicated to the Services and shall
perform the Services in accordance with the results required by GADC. Company shall use its best efforts not to reassign
or replace any Worker during their first year of assignment of performing the Services. If a reassignment or replacement is
deemed necessary and appropriate, Company shall provide a written notice to GADC no less than sixty (60) days before
the date of reassignment or replacement.
ARTICLE IX
CRISIS PREPAREDNESS PROGRAM
9.1 Crisis Preparedness Program. Within sixty (60) days following the execution of this Agreement,
Company shall take, and shall cause its Sub-contractors (as applicable) to take, at its own expense, all necessary actions to
develop, implement, and administer a Crisis Preparedness Program (“CPP”) necessary or required to ensure the continuity
of the Services in the event of an actual or perceived threat, emergency, service disruption, disaster, and/or upon the
occurrence of a Force Majeure Event (as defined below) (each a “Crisis”). Company shall provide to GADC, at its
request or as may be required by the applicable SOW, a copy of its actual CPP for each location involved in the Services,
including the location(s) of its recovery site(s), which CPP shall be subject to the prior written approval of GADC.
9.2 CPP Guidelines. Unless different requirements are set forth in an exhibit hereto or a SOW, Company
shall, at a minimum, comply with the guidelines set forth below:
(a) Company shall regularly (in no case less than once a year) update and test the operability of the CPP in
effect, to include any changes in any Project, systems, and Worker, provided that any such update or changes in the CPP
shall likewise be subject to the prior written approval of GADC. Company shall provide GADC, upon the latter’s request,
with any such certifications/copies as GADC may reasonably require to ensure the Company’s compliance under this
section.
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(b) Company shall immediately (within the period stated in the applicable SOW but in no event exceeding
twenty-four (24) hours) provide GADC with a notice in case of an actual or perceived Crisis and implement the CPP
immediately upon the occurrence of any such Crisis affecting the Services.
(c) Company shall use its best effort to reinstate the Services upon the occurrence of any Crisis. If the
Services are not reinstated in accordance with the established recovery time objectives set by GADC in consultation with
Company, GADC may terminate this Agreement immediately upon notice to Company without regard to the termination
provisions contained herein.
(d) If any Crisis causes Company to allocate limited resources between or among Company’s customers
and/or affiliates, GADC shall receive at least the same priority in respect of such allocation as Company’s affiliates and
Company’s other preferred commercial customers.
(e) Within five (5) business days of the occurrence of any Crisis, and subsequent to implementation of the
CPP, Company shall provide to GADC a post-incident report, which shall include a detailed account of the Crisis, impact
assessment, identified process or plan deficiencies and recommendations, action plan with associated activity timelines,
and such other details as may be required by the applicable SOW.
In addition to, and not in lieu of Section 10.1 (Audit Rights), GADC shall have the right itself or through its agents to
audit Company’s and its Sub-Contractors’ (as applicable) actual CPP, test results thereof, post-incident reports, and
relevant records relating to same, and as applicable, Company shall comply and shall cause its Sub-Contractors to comply,
at its own expense, with all reasonable GADC recommendations resulting from any such audit.
ARTICLE X
MISCELLANEOUS
10.1 Audit Rights.
(a) Company shall keep, and shall cause its Sub-Contractors, if applicable, to keep, such books and records as
to readily disclose the basis for any charges, ordinary or extraordinary, billed to GADC for Services (collectively,
“Contract Records”) and shall make them available for examination and audit by GADC and/or its agents prior to and
for a period of three (3) years after receipt by Company of final payment for any Services, or for so long as required by
law, whichever is longer. Any refund due GADC shall be calculated based on the actual overcharge found relating to
Services and invoices audited for the audit period in question. Any refund due shall also include interest on the actual
overcharge calculated in accordance with the legal rate of interest applicable in the Philippines as of the time that the
overcharge occurred. In addition, GADC shall be entitled to collect from Company GADC’s reasonable out-of-pocket
auditing fees and expenses for said audit in the instance where the actual overcharge exceeds five percent (5%) of the
actual Fees relating to the Services. Any necessary adjustments for overpayment shall be immediately refunded by check
to GADC.
(b) Company shall maintain, and shall cause its Sub-Contractors to maintain, Contract Records in accordance
with (i) generally accepted accounting principles for the applicable jurisdiction applied on a consistent basis and (ii)
GADC’s record retention policy as modified from time to time and provided to Company in writing.
(c) GADC and GADC Affiliates may be subject to regulation and audit by governmental bodies, standards
organizations, other regulatory authorities, customers or other parties to contracts with GADC or a GADC Affiliate under
applicable laws, rules, regulations, standards, and contract provisions. If a governmental body, standards organizations,
other regulatory authority or customer or other party to a contract with GADC or a GADC Affiliate exercises its right to
examine or audit GADC or a GADC Affiliate’s books, records, documents or accounting practices and procedures
pursuant to such laws, rules, regulations, standards or contract provisions, Company shall provide all assistance requested
by GADC or a GADC Affiliate in responding to such audits or requests for information.
(d) If Company determines as a result of its own internal audit that it has overcharged GADC, then Company
shall promptly pay to GADC the amount of such overcharge with interest as provided in Section 10.1(a) above. Company
shall make available promptly to GADC the results of any reviews or audits conducted by Company or its Sub-
Contractors, agents or representatives (including internal and external auditors), relating to Company’s operating practices
and procedures to the extent relevant to the Services.
10.2 No Present or Future Agreements or Employment Promises. Company acknowledges that GADC makes
no promise regarding the renewal or extension of this Agreement, any Projects or future agreements, nor that Company is
guaranteed any minimum revenue or number of billable hours for any of its Workers, or for any minimum revenue or
number of billable hours for Company itself. Company further acknowledges and agrees that, during the term of this
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Agreement and at all times thereafter, GADC and all GADC Affiliates shall be free to engage other persons or entities to
perform projects similar or identical to those Company has agreed to perform hereunder.
10.3 Development Costs. All costs and expenses incurred by Company in connection with this Agreement,
including but not limited to, all costs and expenses associated with hiring additional Workers, or expanding its office
and/or plant facilities, shall be borne solely by Company and shall not be subject to reimbursement by GADC or any
GADC Affiliate. In addition, Company acknowledges and agrees that it has not and shall not incur any costs or expenses
in reliance on securing this or any other business of GADC or any GADC Affiliate.
10.4 Use of Marks and Names. Company shall not, and shall ensure that its Sub-Contractors do not, without
the prior written consent of an officer of GADC, (a) use the tradename, service marks, or trademarks of McDonald’s,
GADC or any GADC Affiliate for any purposes, including but not limited to any advertising, publicity release or sales
representation; or (b) include GADC or any GADC Affiliate’s name in any list of representative clients.
10.5 Force Majeure Events. Neither Party shall be liable for any delays in its performance hereunder resulting
from circumstances or causes beyond its reasonable control, such as fire or other casualty, act of God, epidemic, war or
other violence (a “Force Majeure Event”), provided the delay could not have been prevented by reasonable precautions
and cannot reasonably be circumvented through the use of a reasonable security and disaster recovery plan, and provided
further that the Party hindered or delayed immediately notifies the other Party describing the circumstances causing the
delay. The Party hindered or delayed shall take reasonable and diligent efforts to mitigate or remove the condition
constituting such Force Majeure Event or to avoid its effects so as to resume performance as soon as practicable, and
performance shall not be excused or extended to the extent that such Party reasonably could have mitigated or removed
the condition to allow continued performance hereunder.
10.6 Notices. Any notices, consents or approvals required or permitted to be given hereunder shall be deemed
to be given and sufficient (a) seven (7) days after deposit in the Philippine mails, if sent via certified or registered letter,
return receipt requested; or (b) one (1) day after deposit with a reputable overnight delivery or courier service, in each
case, to the respective addresses set forth below or such other address provided by either Party in accordance with this
section:
If to GADC: GOLDEN ARCHES DEVELOPMENT CORPORATION

17th Floor Citibank Centre
8741 Paseo De Roxas
Makati City
Attention: [NAME OF GADC OFFICER]
Telephone Number: (+632) 888-8500
If to Company: [COMPANY NAME]

[COMPANY’S ADDRESS]
Attention: [COMPANY’S CONTACT NAME]
Telephone Number: [COMPANY’S TELEPHONE NUMBER]
In each and every instance where any notice to be given by GADC hereunder is required to be in writing, Company
expressly acknowledges that GADC may provide such written notice via e-mail, and any such e-mail shall be deemed
given and sufficient the next business day following dispatch.
10.7 Waiver. No delay, omission or failure to exercise any right or remedy provided for in this Agreement or
to demand strict performance by the other of any of the terms, covenants or conditions set forth herein shall be construed
as a continuing waiver or relinquishment thereof, and each Party may at any time exercise any or all its rights or remedies
herein and demand strict and complete performance of this Agreement by the other Party. No term or provision of this
Agreement shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed
by the Party claimed to have waived or consented.
10.8 Assignment; Third Party Beneficiaries. This Agreement may not be assigned by Company, in whole or in
part, without the prior written consent of GADC. GADC is free not to consent to any assignment, for any reason, or to
consent to such assignment only on certain terms and conditions. This Agreement shall be binding on the Parties hereto
and their respective successors and assigns and a permitted assignee shall have all of the rights and obligations of the
assigning Party set forth in this Agreement. Company acknowledges and agrees that each Authorized Party is an
intentional third-party beneficiary of this Agreement.
10.10 Dispute Resolution. The Parties mutually agree to use their best efforts to amicably resolve any dispute or
difference that may arise between the Parties relating to this Agreement or the operation or construction thereof or any
matter or thing in any way connected with the performance of the Services or the rights, duties or liabilities of the Parties
under or in connection with the Agreement or any SOW. In the event any dispute is not resolved within thirty (30) days
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from the date of receipt of the notice by one Party, the Parties agree to submit the dispute exclusively to arbitration at the
Philippine Disputes Resolution Center, Inc. (“PDRCI”), in accordance with the rules of the PDRCI for the time being in
force, which rules are deemed to be incorporated by reference in this clause. There will be three (3) arbitrators. Each Party
shall appoint one (1) arbitrator. The arbitrators thus appointed shall select a third arbitrator who shall act as the presiding
arbitrator of the tribunal or panel. The place of arbitration shall be Makati City, Philippines. The language of the arbitral
proceedings shall be English.
10.11 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the
Republic of the Philippines. Furthermore, all claims relating to or arising out of this Agreement, or the breach thereof,
whether sounding in contract, tort, or otherwise, shall be governed by and construed in accordance with the laws of the
Republic of the Philippines.
10.12 Remedies Cumulative. Except for those sections in this Agreement that contain exclusive remedies, all
remedies of GADC provided for in this Agreement shall be cumulative and in addition to and not in lieu of any other
remedies available to GADC at law, in equity or otherwise.
10.13 Severability. If any provision of this Agreement is held or declared to be prohibited or invalid under
applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating
the remainder of such provisions or the remaining provisions of this Agreement.
10.14 Survival. Any provision of this Agreement that by its nature is reasonably intended to survive beyond
termination shall survive termination including, without limitation: Sections 1.6 (Sub-Contractors), 2.1 (Independent
Contractor Status), 2.2 (No Employee Benefits), Articles III (Representations and Warranties), IV (Indemnification;
Insurance), V (Non-Disclosure and Non-Use) and VI (Ownership of Intellectual Property), Sections 7.3 to 7.6 (Refund of
Pre-Paid Fees Upon Termination, Payment of Undisputed Outstanding Fees Upon Termination, Return of Materials, and
Transition Services), and this Article X (Miscellaneous).
10.15 Section Headings. Section headings have been included in this Agreement for convenience of reference
only and are not to be considered part of, or to be used in interpreting, this Agreement.
10.16 Entire Agreement. This Agreement (including all exhibits and SOWs, if any) constitutes the entire
agreement between the Parties hereto with respect to the subject matter hereof and supersede any previous understandings
or agreements, whether written or oral, in respect of such subject matter. Both Parties have had the opportunity to review
this Agreement and the opportunity to have this Agreement reviewed by their representatives and/or attorneys. Therefore,
no rule of construction or interpretation that disfavors the Party drafting this Agreement or any of its provisions shall
apply to the interpretation of this Agreement. Instead, this Agreement shall be interpreted in accordance with the fair
meaning of its terms.
10.17 Amendments. This Agreement (including any exhibits and SOWs, if any) may only be amended by a
written instrument executed on behalf of each of the Parties hereto.
10.18 No Reliance. Each Party hereto agrees and acknowledges that it has not relied on any representation or
warranty (whether express or implied, written or oral) that is not expressly set forth in this Agreement.
10.19 Counterparts. This Agreement may be signed in two (2) counterparts, each of which shall constitute one
and the same instrument.
[SIGNATURE PAGE FOLLOWS IMMEDIATELY]
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IN WITNESS WHEREOF, the Parties have caused this Master Services Agreement to be executed by their duly
authorized representatives as of the date first written above.
COMPANY:
[COMPANY NAME]
By:
[NAME OF AUTHORIZED SIGNATORY]
[Position]
GADC:
GOLDEN ARCHES DEVELOPMENT

CORPORATION
By:
[NAME OF AUTHORIZED SIGNATORY]
[Position]
SIGNED IN THE PRESENCE OF:
[Name of Witness] [Name of Witness]
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ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)

) SS.
BEFORE ME, a Notary Public for and in the City of ____________, this _________ day of _______________ 2019,
personally appeared the following:
NAME COMPETENT EVIDENCE OF DATE /PLACE ISSUED

IDENTITY
[Name of Authorized Signatory] [government-issued identification] [date/place of issuance]
[Name of Authorized Signatory] [government-issued identification] [date/place of issuance]
known to me and to me known to be the same persons who executed the foregoing instrument and they acknowledged to
me that the same is their free and voluntary act and deed and that they understood the contents thereof. This Master
Service Agreement consists of [number of pages] including the page whereon the acknowledgment is written.
WITNESS MY HAND AND SEAL on the date and place first above written.
Doc. No. _____

Page No._____
Book No. _____
Series of 2019.
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EXHIBIT A
Sample Secretary’s Certificate
REPUBLIC OF THE PHILIPPINES)

) S.S.
SECRETARY’S CERTIFICATE
I, [NAME OF COPORATE SECRETARY], [nationality], of legal age, with residential address at [residential
address], being duly sworn in accordance with law, hereby depose and state that:
(1) I am the duly appointed and incumbent Corporate Secretary of [NAME OF COMPANY] (the
“Corporation”), a corporation duly organized and existing under and by virtue of the laws of [country of incorporation],
with office address at [office address].
(2) At the duly constituted meeting of the Board of Directors of the Corporation held on [date of meeting],
where a quorum was present all throughout, the following resolution was passed and approved by the Board of Directors
of the Corporation:
“RESOLVED, that the Corporation be, as it is hereby authorized, to enter into an agreement with
GOLDEN ARCHES DEVELOPMENT CORPORATION (GADC) under such terms and conditions
as its authorized representative may agree upon with GADC, and for this purpose, the Corporation hereby
authorizes its [Position], [NAME OF AUTHORIZED REPRESENTATIVE], to negotiate, sign, execute,
and/or deliver, for and on behalf of the Corporation, any and all documents, contracts, instruments, as
may be appropriate, and to execute any and all acts necessary to give effect to this resolution.”
(3) The foregoing resolution is in accordance with the records of the Corporation and are valid, binding, and
subsisting and shall continue to be the valid, binding, and subsisting instruction of the Corporation such that GADC, its
directors, officers, employees, agents or authorized representatives have the right to rely upon said resolutions until and
unless GADC has received original copy of the subsequent Secretary’s Certificate or Board Resolution expressly
superseding/invalidating the above referred resolutions.
IN WITNESS WHEREOF, I have hereunto set my hand this [date] in [place].
Corporate Secretary
SUBCRIBED AND SWORN to before me this [date] at [place], affiant exhibiting to me his/her [government-issued
identification] issued on [date of issuance] at [place of issuance].
Doc. No.:
Page No.:
Book No.:
Series of 2019.
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EXHIBIT B
Statement of Work
THIS EXHIBIT B is made a part of and is subject to that certain Master Services Agreement dated as of [date]
(the “Agreement”) by and between GOLDEN ARCHES DEVELOPMENT CORPORATION and [COMPANY’S
NAME], to which this Exhibit B is attached. Any capitalized term used but not defined in this Exhibit B shall have the
meaning assigned to such term in the Agreement. In the event of a conflict or inconsistency between the terms and
conditions contained in this Exhibit B or terms and conditions contained in the Agreement, the terms and conditions of the
Agreement shall control.
I. DESCIPTION OF THE PROJECT/SERVICES. For the period commencing on [date] and ending on [date],
GADC hereby engages Company and Company hereby agrees to provide the following Services (the
“Project”):[x x x]
II. OBLIGATION OF THE PARTIES.

A. Mutual Obligations. [x x x]
B. Company’s Obligations. [x x x]
C. GADC’s Obligations. [x x x]
III. TIMELINES/PROJECT PHASES. [x x x]

IV. EQUIPMENT, TOOLS or FACILITIES REQUIRED. [x x x]
V. TEAM COMPOSITIONS/MANPOWER REQUIRED/FULL TIME EQUIVALENTS. [x x x]
VI. FEES/COSTS/REIMBURSABLE EXPENSES/PAYMENT TERMS/TAXES/RECONCILIATION
REQUIRED. As compensation for Company performing the Project, GADC agrees to pay Company a total fee
of [x x x]. Payment of the above-mentioned Fees shall be GADC’s sole financial obligation to Company Affiliate
for the performance of any and all Services pursuant to this SOW.
VII. REPORTORIAL REQUIREMENTS. [x x x]
VIII. DATA OWNERSHIP/SHARING/SECURITY REQUIREMENTS. [x x x]
IX. SERVICE LEVEL AGREEMENTS/ PENALTIES. Company represents and warrants that all Services shall be
provided in accordance with and shall meet or exceed the standards required pursuant to the service level
agreement (“SLA”) detailed below: [x x x]
X. PROJECT MANAGER. Unless otherwise communicated by a Party to the other Party in writing, the following
persons shall be the designated Project Managers for this SOW:
For COMPANY: [x x x]
Email address [x x x]
Telephone Number: [x x x]
For GADC: [x x x]
Email address [x x x]
Telephone Number: [x x x]
XI. MISCELLANEOUS. [x x x]
XII. OTHER PROJECTS. Other projects pertaining to services outside the scope of this SOW shall be subject to a
separate agreement to be agreed upon by both Parties in writing.
ACCEPTED AND AGREED:
GOLDEN ARCHES DEVELOPMENT CORPORATION [COMPANY’S NAME]
Signed: Signed:
Name: [NAME OF AUTHORIZED SIGNATORY] Name: [NAME OF AUTHORIZED SIGNATORY]
Title: [Position] Title: [Position]
Date: [Date] Date: [Date]
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EXHIBIT C
Companion Agreement
This COMPANION AGREEMENT (this “Companion Agreement”) is made as of the [INSERT DATE]
(the “Companion Agreement Effective Date”) by and between [AUTHORIZED PARTY] (“Authorized Party”)
and [COMPANY NAME] (“Company”; Company and Authorized Party are sometimes referred to herein individually
as a “Party” and collectively as the “Parties”).
RECITALS
A. GOLDEN ARCHES DEVELOPMENT CORPORATION (“GADC”) and Company previously

entered into a certain Master Services Agreement (the “Agreement”) with an effective date of effective date (the
“Companion Agreement Effective Date”).
B.The Agreement provides for the framework for the provision of Services by Company to Authorized
Party’s and the invoicing and payment for such Services.
C. The purpose of this Companion Agreement is to set forth the terms and conditions for Company’s
provision of such Services to Authorized Party and Authorized Party’s payment for such Services.
NOW, THEREFORE, in consideration of the promises contained in this Companion Agreement and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Authorized Party and
Company agree as follows:
AGREEMENTS
1. Incorporation of the Agreement. This Companion Agreement is entered into under and controlled by
the Agreement, and except as provided in Section 6 below or as specified in the Agreement, all of the terms and
conditions of the Agreement are incorporated into this Companion Agreement by this reference, as if fully set forth
herein. Authorized Party hereby agrees to be bound by the terms and conditions (including all obligations of “GADC”
therein) of the Agreement as if Authorized Party had been an original signatory to the Agreement (and hence Company
shall have all rights against the undersigned as if the undersigned was GADC pursuant to the Agreement). In the event
of any inconsistency between the terms of this Companion Agreement and the Agreement, this Companion Agreement
shall control as to the subject matter of this Companion Agreement. Capitalized terms used in this Companion
Agreement, to the extent not otherwise defined in this Companion Agreement, shall have the same meanings as in the
Agreement.
2. Term. The term of this Companion Agreement will commence on the Companion Agreement Effective
Date, and will continue thereafter until the expiration or termination of this Companion Agreement pursuant to the
termination provisions of the Agreement that are incorporated into this Companion Agreement by reference. Any
termination of this Companion Agreement shall not have any effect on the Agreement and any termination of the
Agreement shall not have any effect on this Companion Agreement.
3. Services. During the term of this Companion Agreement, Company will provide or deliver to
Authorized Party the Services requested by Authorized Party pursuant to the [STATEMENT OF WORK OR
ORDER] entered into pursuant this Companion Agreement.
4. Authorized Party Obligations. Authorized Party will timely perform or cause to be performed the
obligations of GADC specified in the Agreement with respect to the Services provided or delivered by Company under
this Companion Agreement.
5. Payments.
(a) Fee. Company will invoice Authorized Party for the Services in accordance with the relevant
terms of the Agreement as incorporated herein and the relevant [STATEMENT OF WORK OR ORDER].
(b) Taxes. Unless otherwise specified in this Companion Agreement, the responsibilities of each
Party for taxes arising under or in connection with this Companion Agreement shall be as set forth in the relevant terms
of the Agreement as incorporated herein.
6. Additional, Modified or Inapplicable Provisions. Section 1.1 (b) of the Agreement do not apply to this
Companion Agreement and are not incorporated into this Companion Agreement on the basis that other Companion
Agreements shall not be executed under this Companion Agreement and can only be executed under the Agreement
itself. The following additional provisions shall apply in lieu of any conflicting provisions of the Agreement or in
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addition to the requirements of the Agreement (but only with respect to obligations under this Companion Agreement):
the provisions set out in or referred to in Schedule 1 (Additional Provisions) to this Companion Agreement. All
subsequent amendments, addendums, modifications, and alterations made to the Agreement shall be incorporated into
and apply to this Companion Agreement as if executed by and between the Authorized Party and Company.
7. Governing Law. Except as otherwise provided in this Companion Agreement, this Companion
Agreement and any disputes in relation to the subject of this Companion Agreement (including non-contractual
disputes and/or claims) shall be governed by and construed in accordance with the laws of Republic of the
Philippines, without giving effect to any principles of conflicts of law. Each of the Parties irrevocably submits to the
exclusive jurisdiction of the [INSERT CITY/MUNICIPALITY OF AUTHORIZED PARTY] courts for the purpose
of any suit, action or other proceeding related to or arising out of this Companion Agreement. If a Party identifies a
technical legal deficiency in this Companion Agreement that could cause a court in the applicable jurisdiction to void
or fail to enforce this Companion Agreement, or to interpret the terms of this Companion Agreement in a manner
inconsistent with this section, the Parties will promptly amend and restate, effective from the effective date if possible,
this Companion Agreement.
8. Notices. Any notices, consents or approvals required or permitted to be given hereunder shall be
deemed to be given and sufficient (a) seven (7) working days after sending, if sent via certified or registered letter,
proof of receipt required; (b) three (3) working days after deposit with a reputable courier service; or (c) after receipt of
confirmation or answerback within business hours in the recipient’s country, if sent by fax with written confirmation to
the receiving Party, in each case, to the respective addresses set forth below or such other address provided by either
Party in accordance with this Section 8:
In the case of Authorized Party:
[AUTHORIZED PARTY NAME AND ADDRESS]

Attention: [CONTACT PERSON OF AUTHORIZED PARTY]
and
In the case of Company:
[COMPANY NAME AND ADDRESS]

Attention: [CONTACT PERSON OF AUTHORIZED PARTY]
9. Counterparts. This Companion Agreement may be executed in several counterparts, all of which taken
together shall constitute one single agreement between the parties hereto.
10. Language. The Parties have requested that this Companion Agreement and all documents contemplated
thereby or relating thereto be drawn up in the English language; however, in the event that the local laws of either Party
requires this Companion Agreement to be recorded in the local language, then this Companion Agreement shall be
translated into the local language. Where permitted by that local law, in the event of any inconsistencies in the
translation, the English language version of this Companion Agreement shall prevail.
11. Miscellaneous.
(a) THE PARTIES AGREE THAT AUTHORIZED PARTY IS INDIVIDUALLY ENTERING
INTO THIS COMPANION AGREEMENT SOLELY ON ITS OWN BEHALF AND THEREFORE, NEITHER GADC
NOR ANY OTHER GADC AFFILIATE: (I) WILL BE LIABLE, WHETHER JOINTLY OR SEVERALLY, TO
COMPANY IN RESPECT OF ANY FEES DUE AND OWING BY THE AUTHORIZED PARTY FOR SERVICES
PROVIDED UNDER THIS COMPANION AGREEMENT; (II) WILL BE LIABLE, WHETHER JOINTLY OR
SEVERALLY, FOR ANY OTHER OBLIGATIONS OF AUTHORIZED PARTY, WHETHER CONTAINED IN THIS
COMPANION AGREEMENT OR ANY [STATEMENT OF WORK OR ORDER] ENTERED INTO BY
AUTHORIZED PARTY; (III) CAN ENFORCE THE OBLIGATIONS OF AUTHORIZED PARTY UNDER THIS
COMPANION AGREEMENT OR ANY [STATEMENT OF WORK OR ORDER] ENTERED INTO BY
AUTHORIZED PARTY; OR (IV) CAN REQUIRE THAT AUTHORIZED PARTY COMPLY WITH THE TERMS OF
THIS COMPANION AGREEMENT OR ANY [STATEMENT OF WORK OR ORDER] ENTERED INTO BY
AUTHORIZED PARTY.
(b) If Authorized Party is not a subsidiary or affiliate of GADC, but is rather a franchisee of a
subsidiary or affiliate of GADCs, then the term “Affiliates” as defined in this Companion Agreement shall also include
GADC and its subsidiaries and affiliates.
12. Entire Agreement. Together with the terms of the Agreement incorporated herein (but not the
[STATEMENT OF WORK OR ORDER] made pursuant to the Agreement and forming part of it), this Companion
Agreement (including any [STATEMENT OF WORK OR ORDER] made under this Companion Agreement) and
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the schedules hereto constitute the entire agreement between the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, Authorized Party and Company have each caused this Companion Agreement to
be executed by their respective duly authorized representatives on the dates set forth below to be effective as of the
Companion Agreement Effective Date.
[AUTHORIZED PARTY] [COMPANY]
By: By:
Title: Title:
Date: Date:
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Schedule 1 to the Companion Agreement: Additional Provisions
The Parties agree that the following terms shall apply to this Companion Agreement in addition to the terms of the
Agreement and that, in accordance with Section 1 of this Companion Agreement, to the extent there is any conflict or
inconsistency between the provisions set out in this Schedule 1 and those set out in the Agreement, the terms of this
Schedule 1 shall prevail.
1. Local Guidelines – In addition to and without prejudice to the obligation to comply with GADC’s centrally
mandated guidelines and policies set out in the Agreement, Company warrants and represents that it shall comply
with the following additional guidelines and requirements of Authorized Party: [x x x]
2. Insurance – The Parties agree that the insurance requirements as set forth in the AGREEMENT shall be modified
as follows: [x x x]
3. Statement of Work or Order - All STATEMENT OF WORK OR ORDER made under this Companion
Agreement shall refer to Authorized Party and this Companion Agreement.
-25-
EXHIBIT D
GADC Travel Policy for Suppliers
GOLDEN ARCHES DEVELOPMENT CORPORATION (“GADC”)

Travel Policy (“Policy”)
PURPOSE:
The purpose of this Policy is to:
 Provide guidance on appropriate travel procedures to agents, suppliers, contractors, and service providers (“Suppliers”) for services
rendered out of town or for off-island stores;
 Describe the types of expenditures that are and are not reimbursable by Suppliers; and
 Inform Suppliers of their responsibilities to control and report travel and other expenses.
While this Policy is intended to be comprehensive, it is impossible to anticipate every situation encountered. It is expected that this Policy be applied
on a conservative basis that is consistent with normal living standards and, when the Policy may not be explicit, to exercise good judgment and to use
corporate funds wisely.
This Travel Policy is subject to the agreement between GADC and the Supplier. In the event of any conflict or inconsistency between the terms of
this Travel Policy and the agreement, the agreement shall prevail.
CONTROL OF TRAVEL EXPENSES
It is essential that continuing and consistent control be exercised over travel expenses. Control of travel expenses is the responsibility of each
Supplier incurring the expense and each person who authorizes and approves expenditures. Approval of expenses submitted for reimbursement is
more than a formality. Persons who authorize and approve expenditures are expected to verify that the purchase is legitimate, appropriate, business-
related, and reasonable. The business nature of the expense must be noted on the expense report.
To help control travel costs, all applicable persons are expected to:
 Exercise good judgment with respect to their expenses;

 Spend GADC’s funds carefully and judiciously;
 Check for accuracy of the bills and other documents;
 Report all expenses promptly (within 30 days) and accurately, with the appropriate documentation;
 Claim reimbursement for necessary and reasonable expenses only.
GADC reserves all remedies that may be available to it in cases of violations to this Policy, misappropriation of corporate funds or altering or
providing false receipts, including but not limited to, filing the appropriate civil or criminal cases against the responsible persons.
BUSINESS PURPOSE
A documented business purpose is required for expenses incurred by a Supplier for each travel taken on behalf of GADC. A “business purpose” is
defined as the business reason or benefit derived or expected to be derived by GADC from the expenses. GADC reserves the right to determine
exclusively the business purpose for granting a travel authority to Suppliers.
AIR TRAVEL
Travel Reservations – Generally, reservations must be made as far in advance of the required day of departure as possible to take advantage of
discounted airfares. Flight reservations must be made as early as possible, but in no event less than seven (7) days in advance, unless extenuating
circumstances do not allow for the advanced booking. Suppliers are expected to use the lowest logical airfare available without jeopardizing their
own safety and security.
Traveler Mileage Discount Promotions – Suppliers may not specify particular airlines to accumulate mileage on promotion plans unless fares on
these airlines are consistent with the requirements of this Policy.
Weekend Travel – A Supplier may elect to achieve a lower overall trip cost through the use of restricted discounted air fares by extending the trip for
a certain duration (e.g., a weekend), at the beginning of trip. However, GADC will not reimburse the Supplier for additional expenses (such as, hotels
and meals) incurred due to such extension. Suppliers using this option will be required to provide a written analysis of the airfare savings.
Documentation of the amount of savings must be obtained from the travel agency and included on the travel itinerary.
Refund of Unused Tickets / Rebooking - If travel plans change due to a cause attributable to GADC, and tickets are not used or need to be rebooked,
the Supplier must notify the travel agent that booked the travel or the airline directly. Any costs related to the rebooking may be reimbursed to
GADC. Any tickets successfully refunded may not be claimed for reimbursement from GADC. Supplier shall bear the cost of any change in travel
plans due to a cause attributable to the Supplier.
Trip Insurance – Any purchase of flight or luggage insurance is a personal expense to the Supplier and is not reimbursable.
Class of Airline Service – Suppliers are only authorized to fly in economy or coach class for all travels subject of reimbursement in this Policy.
Use of Private Aircraft – Supplier shall not pilot, charter, lease or rent private aircrafts while attending to GADC’s concerns or in support of any
activity related to GADC.
AUTOMOBILE
Rentals
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Generally, Suppliers should not rent any vehicle when attending to GADC’s concerns. Rental cars will only be used when the nature of the trip or the
destination is such that use of local public transportation (e.g., buses and jeepneys) is proven to be unavailable and would be more expensive. If
circumstances require the Supplier to rent an automobile, only “standard” or “compact” automobiles may be rented.
Suppliers may not rent vehicles while on GADC business unless they have a valid driver’s license and a comprehensive general liability insurance to
cover any and all losses or damages resulting from an accident caused by the Supplier including, but not limited to, personal accident injuries and
damages to other persons or their properties.
At the time of rental, the car should be inspected and any damage found should be noted on the contract before the vehicle is accepted.
Personal Automobile
Unless a different rate is stated in the applicable agreement, GADC will reimburse a Supplier’s out of town travel via personal automobile at the
kilometer rate allowed by GADC. GADC will advise the Suppliers of changes in the kilometer rate and the effective date of the change.
Local personal automobile travel expenses, including tolls, parking, etc., incurred by Suppliers between their offices/homes and GADC’s Restaurant
Support Center (“RSC”) offices are not reimbursable, even when incurred outside normal working hours.
Suppliers will be liable for any and all losses and damages resulting from an accident, even when incurred on official and pre-approved travels for
GADC’s business.
Airport Shuttle, Taxi, and Limousines
Unless otherwise agreed upon in writing, Suppliers will not be reimbursed for the cost of transportation to and from airports. Only local public
transportation costs incurred for services rendered to out of town or off-island stores shall be reimbursed. Suppliers must choose the mode of
transportation that is the most efficient and cost-effective to accomplish the business purpose. It is not appropriate to use luxury car services for any
such purpose. This, notwithstanding, local public transportation costs shall be disallowed if the Supplier is already charging service fees inclusive of
all costs and expenses or premium costs for the said out of town or off-island services. Premium costs are additional fees charged in consideration of
the travel required to be made for out of town or off-island services which may include, but are not limited to, additional travel time fees or higher
service fees for the services.
LODGING
Hotel and Room Selection
Unless otherwise agreed upon in writing, Suppliers will not be reimbursed for hotel or lodging. If allowed, hotel and room selection must be
commensurate to the documented business reason derived or expected by GADC. A single room with a private bath in a budget or business hotel is
GADC’s standard. Multi-room suites or luxury accommodations cannot be reimbursed unless there is a specific business purpose and there is
approval from the President. Suppliers should stay in hotels where negotiated rates are available.
NON-ALLOWABLE EXPENSES
GADC will reimburse Suppliers only for reasonable and necessary expenses incurred when travelling on GADC’s business. However, the following
specific types of expenses are considered personal in nature and are not reimbursable:
 Gifts or souvenirs to any person;

 Flowers;
 Alcoholic beverages;
 Meals and snacks, including but not limited to, coffee, soft drinks, gum or candy;
 Barber, hairdressers, manicurist, shoeshine, masseur;
 Personal credit card membership dues, fees or charges, including liability insurance for lost card use by third party;
 Newspapers, magazines, books or other personal reading materials while traveling;
 Gasoline, repairs, maintenance, car wash, or other insurance on personal cars used during business travel (The kilometer rate of
reimbursement covers these items);
 Excess/lost baggage charges;
 Health club facilities;
 Theater, pay-per-view movies/shows, hotel movies, games, sports events or other expenses for personal amusement;
 Transportation to and from home to regular or temporary transfer of place of work;
 Tuxedo, gowns or other formal wear;
 Unauthorized club or other membership dues, subscription or fees;
 Unauthorized trips, entertainment, gifts or donations;
 Car rental over “standard” or “compact” vehicle model, unless approved by the President;
 Laundry or dry cleaning;
 Fees for traffic violations, including parking or moving violations;
 Loss/theft of personal funds or property;
 Personal toiletries, such as soap, shampoo, toothpaste, etc.;
 Postage costs or postcards;
 Personal telephone calls, internet usage or other connectivity costs; or
 Tobacco products.
TRAVEL WITH COMPANIONS
GADC will only reimburse the travel expenses of the Supplier’s personnel who is identified by GADC to be necessary to be present on-site to
accomplish the business purpose. Expenses of any other companions, whether or not employed by the Supplier, will not be reimbursed.
EXPENSE REPORTING
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Air Travel: Original receipts for all travel expenses, with proof of payment and proof of travel, a copy of the complete itinerary, and e-ticket must be
included when submitting expenses for reimbursement.
Personal Vehicle Travel: Kilometers traveled in a personal vehicle must be documented for reimbursement. This documentation must include all
locations visited. Undocumented kilometers will not be reimbursed.
Suppliers should submit expenses for reimbursement to the personnel of GADC who authorized the expenditure.
Suppliers submitting expenses for reimbursement assume responsibility for the following:
 Compliance with this Policy;

 That all original, detailed receipts and proofs of payment are attached;
 Business meetings are fully documented, including purposes, names, and titles.
After review, expenses will be turned over to the GADC Finance team for payment authorization.
The GADC Finance team has been directed to reject any request for expense reimbursement that:
1. Does not have all required documentation;

2. Is not properly approved by GADC; and
3. Does not comply with this Policy.
In the event that the GADC Finance team and the Supplier disagree on repayment of an expense, the matter will be turned over to the President for a
final determination.
-28-
EXHIBIT E
McDonald’s Supplier Code of Conduct
See the attached document.
-29-
EXHIBIT F
Performance/Surety Bond
Bank Guarantee or Irrevocable Letter of Credit
Date: ______________
To: GOLDEN ARCHES DEVELOPMENT CORPORATION

17TH FLOOR, CITIBANK CENTER,
PASEO DE ROXAS, MAKATI CITY
Surety Bond No.: ____________
Amount: PHP. _________________
Expiration Date: ________________
Account Party: _________________
Gentlemen:
WHEREAS [Name and address of Company] (hereinafter called “the Service Provider”) has undertaken, in pursuance of [Name of
Agreement] dated ____, 20___, to [description of the Agreement] (hereinafter called “the Agreement”);
AND WHEREAS it has been stipulated by you in the Agreement for the _____________________ that the Service Provider shall
furnish you with a Performance Security in the form of Bank Guarantee / Letter of Credit issued by a _______acceptable to Golden
Arches Development Corporation for the sum specified therein as security for compliance with the Service Provider’s obligations in
accordance with the Contract;
AND WHEREAS we have agreed to give the Service Provider such Performance Bond;
THEREFORE WE [Name of Insurance Company] of [Address of Insurance Company} hereby affirm that we have established Bank
Guarantee / Letter of Credit No. ___ (hereinafter called “this Performance Security”) for the benefit of Golden Arches Development
Corporation (hereinafter called “the Beneficiary”) in the amount not exceeding a total Philippine Pesos
___________________________ _______________). Funds under this Guarantee are available to you at sight and we undertake to
pay you, upon your first written demand declaring the Service Provider to be in default under the Agreement and without cavil or
argument, any sum or sums specified by you, within the limit of the above stated total amount, without your needing to prove or to
show grounds or reasons for your demand or the sum specified therein.
This Performance Security is unconditional and is valid until 3:30PM of _________day of ___________, 20___ (hereinafter called
“the Expiry Date”) and will become automatically null and void after the Expiry Date, regardless of whether the original of this
Performance Security is returned to us or not, and any claims received after the Expiry Date will not be honored. Provided that if a
claim has been filed prior to the Expiry Date but the same has not yet been paid, the effectivity of this Performance Security shall
extend until the claim has been settled/paid.
This Performance Security is available at our counter by Payment against the Beneficiary’s authenticated SWIFT message indicating
that the Service Provider’s obligation with respect to the Agreement has not been fully fulfilled.
Except to the designated operator of the Project as defined in the Contract, this Guarantee is not transferable or assignable without our
prior written consent.
Except to the extent it is inconsistent with the express terms of this Surety Bond is subject to the ______________________ as such
may be amended or revised from time to time.
By: __________________________________ (Name of Issuing Bank)

(Name of Authorized Person/Signature)
Address: ________________________________
Contact/Fax Numbers:______________________
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Supplier Code of Conduct
At McDonald’s, our Core Values are integral to how we do business, and we expect our suppliers to respect and promote these values. We seek to develop and strengthen
partnerships based on transparency, collaboration and mutual respect. We recognize that our suppliers are independent businesses and the exclusive employers of their
employees. However, the actions of our business partners can be attributed to McDonald’s, affecting our reputation and the level of trust we have earned from customers and
others. We appreciate that suppliers operate in different legal and cultural environments throughout the world. At a minimum, we require that all suppliers and their facilities
meet the standards and promote the principles outlined in this Code, which are intended to advance McDonald’s commitment to all aspects of sustainability (ethical,
environmental, and economic). Visit www.aboutmcdonalds.com for information on McDonald’s commitment to sustainability.
The provisions of this Code are in addition to, and not in lieu of, the provisions of any legal agreement or contract between a supplier and McDonald’s or any of its affiliates.
We expect suppliers to hold their supply chain, including subcontractors and third party labor agencies, to the same standards contained in this Code. This Code does not create
any third-party beneficiary rights or benefits for suppliers, subcontractors, their respective employees or any other party.
HUMAN RIGHTS ENVIRONMENTAL MANAGEMENT
UN DECLARATION OF HUMAN RIGHTS: We expect our suppliers to conduct their Suppliers are responsible for managing, measuring and minimizing the
activities in a manner that respects human rights as set out in The United Nations environmental impact of their facilities. Specific focus areas include air emissions,
Universal Declaration of Human Rights. In addition, suppliers shall uphold the waste reduction, recovery and management, water use and disposal, and greenhouse
following labor practices: gas emissions.
FREEDOM OF ASSOCIATION: Suppliers shall respect the rights of BUSINESS INTEGRITY

workers to associate or not to associate with any group, as permitted by and in COMPLIANCE WITH LAW: Suppliers’ business activities shall comply
accordance with all applicable laws and regulations. with applicable laws and regulations in the countries and jurisdictions in which they
operate. This Code applies to activities in the locations where suppliers’ goods are
EMPLOYMENT STATUS: Suppliers shall employ workers who are produced, where any related services are performed, and where the goods enter the
legally authorized to work in their location and facility and are responsible for supply chain.
validating employees’ eligibility to work status through appropriate documentation.
ANTI-BRIBERY: Suppliers shall not engage in any form of bribery, kickbacks,
EMPLOYMENT PRACTICES: Suppliers shall not use any form of slave, forced, bonded, corruption, extortion or embezzlement. Suppliers shall not take any action that would
indentured, or involuntary prison labor. They shall not engage in human trafficking violate, or cause McDonald’s to violate, any applicable anti-bribery law or
or exploitation, or import goods tainted by slavery or human trafficking. They shall regulation, including the U.S. Foreign Corrupt Practices Act.
not retain employees’ government-issued identification, passports or work permits as
a condition of employment. AUDITS AND ASSESSMENTS: McDonald’s reserves the right to audit compliance with
this Code. Audits are facility inspections that include employee interviews and a
ANTI-DISCRIMINATION AND FAIR TREATMENT: Suppliers shall promote and review of supplier records and business practices. Such audits are conducted by
maintain a workplace free from discrimination and treat their employees with McDonald’s or its approved monitoring firm. If an audit identifies a violation of this
fairness, dignity and respect. No form of physical, sexual, psychological or verbal Code, suppliers shall act promptly to correct the situation to McDonald’s satisfaction.
harassment or abuse shall be tolerated.
BOOKS AND RECORDS: Suppliers shall maintain accurate and
WORKING HOURS AND REST DAYS: Employees shall be allowed at transparent books, records and accounts to demonstrate compliance with applicable laws
least one day off every seven days, and any overtime worked shall be voluntary. If and regulations and this Code.
local law allows, employees may voluntarily work overtime on rest days, provided
that they are allowed at least one day off within the next seven days. Continuous CONFIDENTIALITY: Suppliers shall safeguard McDonald’s information
working days are never to exceed 21 days without a rest day. by keeping it secure, limiting access, and avoiding discussing or
revealing such information in public places. These requirements
UNDERAGE LABOR: Suppliers shall ensure that no underage labor extend even after the conclusion of a supplier’s business relationship with McDonald’s.
has been used in the production or distribution of their goods or services. A child is
any person under the minimum employment age according to the laws of the facility's GRIEVANCE MECHANISM: Suppliers shall create internal programs for handling
country, or, in the absence of law, under the minimum age for completing required reports of workplace grievances, including anonymous reports.
education. Suppliers shall not employ anyone younger than 14, regardless of the
country's minimum working age. WHISTLEBLOWER PROTECTION: Suppliers are responsible for prompt reporting of
actual or suspected violations of law, this Code, the Standards of Business Conduct
WAGES AND BENEFITS: Suppliers shall ensure that their workers are paid lawful for McDonald’s employees, or the McDonald’s Supplier Guidance Document. This
wages, including overtime, premium pay, and equal pay for equal work without includes violations by any employee or agent acting on behalf of either the supplier or
discrimination. There shall be no disciplinary deductions from pay. McDonald’s. Such programs shall protect worker whistleblower confidentiality and
prohibit retaliation.
WORKPLACE ENVIRONMENT
ADDITIONAL STANDARDS: In addition to complying with this Code, suppliers are
Suppliers shall ensure that all workers receive communication and training on responsible for complying with the McDonald’s Supplier Guidance Document, and being
emergency planning and safe work practices. In addition, suppliers shall have systems aware of and supporting the
to prevent, detect and respond to potential risks to the safety, health and security of all Standards of Business Conduct for McDonald’s employees.
employees.
Issued November 2012 Prepared by: Global Supplier Workplace Accountability Board
Revision: v3.0 Authorized by: Chief Executive Officer
Replaces: 2000 v2
Page 31 of 3123 File Name: Supplier Code of Conduct

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MASTER SERVICES AGREEMENT

GOLDEN ARCHES DEVELOPMENT CORPORATION, a corporation duly organized and existing

(e) Authorized Parties. “Authorized Parties” is defined as GADC Affiliates, Franchisees,

3.1 Company’s Representations and Warranties.

3.3 Unauthorized Code/Malware.

3.4 Personal Information, Data Protection, and Data Processing.

3.5 Network Security and Security Assessment.

Type of Coverage Minimum Limits of Liability

7.2 Earlier Termination of Agreement.

10.1 Audit Rights.

If to GADC: GOLDEN ARCHES DEVELOPMENT CORPORATION

If to Company: [COMPANY NAME]

[SIGNATURE PAGE FOLLOWS IMMEDIATELY]

GOLDEN ARCHES DEVELOPMENT

SIGNED IN THE PRESENCE OF:

[Name of Witness] [Name of Witness]

REPUBLIC OF THE PHILIPPINES)

NAME COMPETENT EVIDENCE OF DATE /PLACE ISSUED

Doc. No. _____

Sample Secretary’s Certificate

REPUBLIC OF THE PHILIPPINES)

IN WITNESS WHEREOF, I have hereunto set my hand this [date] in [place].

II. OBLIGATION OF THE PARTIES.

III. TIMELINES/PROJECT PHASES. [x x x]

ACCEPTED AND AGREED:

GOLDEN ARCHES DEVELOPMENT CORPORATION [COMPANY’S NAME]

A. GOLDEN ARCHES DEVELOPMENT CORPORATION (“GADC”) and Company previously

In the case of Authorized Party:

[AUTHORIZED PARTY NAME AND ADDRESS]

In the case of Company:

[COMPANY NAME AND ADDRESS]

[AUTHORIZED PARTY] [COMPANY]

GADC Travel Policy for Suppliers

GOLDEN ARCHES DEVELOPMENT CORPORATION (“GADC”)

The purpose of this Policy is to:

CONTROL OF TRAVEL EXPENSES

 Exercise good judgment with respect to their expenses;

Airport Shuttle, Taxi, and Limousines

Hotel and Room Selection

 Gifts or souvenirs to any person;

TRAVEL WITH COMPANIONS

 Compliance with this Policy;

1. Does not have all required documentation;

McDonald’s Supplier Code of Conduct

See the attached document.

Bank Guarantee or Irrevocable Letter of Credit

To: GOLDEN ARCHES DEVELOPMENT CORPORATION

By: __________________________________ (Name of Issuing Bank)

FREEDOM OF ASSOCIATION: Suppliers shall respect the rights of BUSINESS INTEGRITY

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