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SERVICE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS

This Agreement is made and entered into this ________________, __________ by and
between:

K.G. BISCUIT MARKETING INC. a corporation organized and existing under the laws of the
Philippines, with principal office address at No. 16 Judge Juan Luna St., San Francisco Del
Monte, Quezon City represented herein by Assistant General Manager, DRA. SASA CHUA,
hereinafter known and referred as “CLIENT”

-and-

RRK TRADE MARKETING SERVICES, INC., a corporation organized under and existing under the
laws of the Philippines and duly registered with principal office address at Lot 7-B Peter Ali
Compound, C. Raymundo Avenue, Barangay Rosario, Pasig City herein represented by its
Chief Operating Officer , CLARO MAXIMO B. TOLENTINO, hereinafter referred to as the
“CONTRACTOR”.

W I T N E S S E T H:

WHEREAS, CLIENT desires to engage the human resource and allied services of the
CONTRACTOR and the CONTRACTOR is willing to perform such services for CLIENT under the terms and
conditions provided hereunder;

WHEREAS, CONTRACTOR is duly registered with Department of Labor and Employment (DOLE)
under Certificate of Registration No. NCR-PFO- 7414 - 072519 - 147 - R issued by DOLE NCR on 23 July
2019 which is effective until 23 July 2022, is an independent service provider with substantial capital,
and/or investment in form of tools, equipment, machineries, supervision, expertise, work premises,
among others, engaged in a distinct and independent business of performing services to individuals,
corporation, partnerships, and other entities;

WHEREAS, CLIENT, consistent with industry practice, has engaged companies or independent
business entity to handle outsourced services to meet abnormal increases product demands,
emergency needs, and rush jobs which are not directly related to the main business operation of and
non-core services requirement of CLIENT;

WHEREAS, CONTRACTOR has offered to render such specific services and expertise under its
responsibility and direction to be performed and CLIENT has accepted the offer under the terms and
conditions herein stated.

NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual
covenants and stipulations hereinafter set forth, the CONTRACTOR has hereto stated and CLIENT has
accepted the offer.

I. SCOPE OF SERVICES

a) CONTRACTOR shall provide MERCHANDISING SERVICES (hereinafter referred to as “Services”) as

may be requested by CLIENT from time to time during the term of this Agreement. Such Services
will be performed by CONTRACTOR’s personnel, who are qualified, competent, and experienced
in their respective field.

b) CONTRACTOR shall perform the services and produce the results required by CLIENT with the
quality of work contracted for, such quality to be commensurate with the standards of CLIENT per
attached Scope of Services in Annex “B” hereof.
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II. WARRANTIES

a) CONTRACTOR warrants that:

1. It is a legitimate contractor, duly registered with Department of Labor and Employment

(DOLE) under Certificate of Registration No. NCR-PFO – 7414 – 072519 – 147 - R issued by DOLE
NCR on 23 July 2019 which is effective until 22 July 2021. It will further promptly adhere to
continuing compliance requirements by DOLE and labor regulations/laws to maintain the validity
of such certificate and good standing.

2. It is an independent service provider with substantial capital and/or investment in form of

tools, equipment, machineries, and expertise, primarily engaged in the business of performing
various services to individuals, corporation, partnerships, and other entities.

3. It is in compliance with and shall continue to comply with all the applicable labor and social
legislation on safe and healthful working conditions and labor standards such as but not limited
to, service incentive leave, rest days, overtime pay, holiday pay, 13th month pay, retirement
benefits under the SSS, Social security and welfare benefits and related rights thereto. The
CONTRACTOR shall have the absolute discretion in the hiring, deploying, discharge and
assignment of personnel, employees or agents. The determination of number, qualification and
identities of the CONTRACTOR’S employees and their wages. Salaries, thirteenth (13th) month pay,
compensation and government mandatory contribution shall be the sole and exclusive
prerogative of the contractor.

4. It will not commit any act which may cause the cancellation, revocation, or non-renewal of
its Certificate of Registration, license or business permit.

b) CONTRACTOR represents and warrants that it is licensed to engaged in the business of providing the
Services for its clients and has the knowledge, experience, and financial ability to provide such
Services in the manner consistent with the best industry standards relative to the conduct of such
Services and, for this purpose, maintains an independent business with substantial working capital,
and sufficient facilities and personnel necessary to carry on its operations and perform Services as
may be required by its clients.

c) CONTRACTOR shall supply the necessary equipment, implements, tools, tools and/or devices needed
by its personnel. CONTRACTOR represents that its personnel shall be in such number as will be
sufficient to cope with the requirements of the Services herein undertaken and that such personnel
shall be physically fit, healthy and fit to work, free from suffering from any ailment or disease,
competent and of good moral character of good moral character and has not been convicted of any
crime.

d) CONTRATOR shall have sole control of the manner and means to choose and hire its personnel
subject to its own hiring procedure.

e) CONTRACTOR shall assign a competent and qualified Team Leader who shall ensure that its
personnel’s output are in accordance with the Scope of Services in Annex “A” and that
implementation of the same complies with CLIENT’s standards.

f) CONTRACTOR warrants that it has been informed of the standards, specifications, formulations, and
capacities of CLIENT, which the CONTRACTOR shall treat with utmost confidentiality.

g) It is hereby expressly agreed and understood that, at any time during the term of this Agreement,
CLIENT or another independent provider engaged by CLIENT, may terminate or take over the
performance of any of the functions mentioned in paragraph I (Scope of Services) in any of the
following cases as mutually understood and agreed upon.

1. If after applying CLIENT’s standards, finds the performance by the CONTRACTOR of such
function unsatisfactory or defective.

2. If CLIENT, after study, unilaterally decides that the performance of such function directly by
it would probably result in greater efficiency to the business activities of CLIENT;
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3. If by law, decree, rule or regulation issued by the government or any governmental agency
or body, CLIENT is directed, instructed, ordered or in any way constrained to perform the said function
directly;

In the first two (2) cases above, CLIENT shall give the CONTRACTOR notice in writing of its decision to
terminate at least thirty (30) days prior to intend date thereof, within which period the reasonable and
proportionate fee in respect to the work until termination date shall be computed and settled between
CLIENT and the CONTRACTOR.

h) CONTRACTOR undertakes to pay the wages or salaries of its personnel as well as government
mandated benefits and premiums in accordance with the provisions of the Labor Code and other
applicable laws and decrees and the rules and regulations promulgated by competent authorities,
assuming all responsibilities therefore.

i) CONTRACTOR agrees to submit satisfactory proof to CLIENT that it has registered its personnel
assigned to perform the work and Services herein undertaken with the Social Security System,
Philhealth, and Pag-ibig Fund and other appropriate governmental agencies for purposes of the
requirements of the Labor Code and other regulations, laws, decrees, rules and regulations and
instructions. CONTRACTOR further agrees to directly remit its share and its personnel’s contribution
of the mandatory social welfare benefits such as SSS, Philhealth, and Pag-ibig to the Social Security
System, Philhealth and Pag-ibig.

j) CONTRACTOR shall submit a copy of this Agreement to the Regional Office of the Department of Labor
and Employment. It shall be accomplished by a statement of the number of its personnel covered by
the Agreement.

k) CONTRACTOR undertakes to furnish CLIENT certified copies of its registration’s renewal within and
Certificate of Compliances issued by DOLE and promptly notify CLIENT should it receive any
complaint seeking the cancellation of its DOLE registration, and furnish CLIENT from time to time
and/or upon the latter’s request, with all necessary documents and proofs evidencing its maintenance
of its status as an independent contractor in good standing.

l) CONTRACTOR further warrants to hold CLIENT free and harmless from any liability, arising out of any
accidents that may be sustained by the CONTRACTOR’s personnel while performing their duties,
except for those caused by defective facility left unfixed for an unreasonable period of time after being
brought in writing to CLIENT’s knowledge, or any injury caused by CLIENT’s employee without
sufficient provocation from or fault of the CONTRACTOR’s personnel. In such instances, a joint
investigation by the CLIENT and the CONTRACTOR shall be conducted to determine the facts and
liability.

m) CONTRACTOR likewise warrants holding CLIENT free from any labor claims which the CONTRACTOR’s
personnel may file against CLIENT. Further, CONTRACTOR undertakes to indemnify and hold CLIENT
free from any action, damage, or claim arising from any violation of the foregoing warranties.

n) CONTRACTOR and its personnel warrant that CLIENT shall be rendered free from any concerted
activity during the performance of this Agreement as it is the essence of this Agreement that the
performance of the contracted Services shall not be disturbed.

III. PAYMENT TERMS & REVIEW OF BILLING

a) For and in consideration of the Services to be performed by CONTRACTOR under this Agreement,
CLIENT shall pay CONTRACTOR the Fees provided in Annex “B” with inclusion of Administrative
Service Fee (ASF) of 10%. Payment for the services duly provided shall be remitted to the
CONTRACTOR within thirty (30) days from receipt of billing. In the event that billings are not
paid within the said 30-day period, the same shall bear interest at the rate of 2% per month until
full payment thereof.

b) Any question on a monthly billing shall suspend the payment thereof only until such issue shall
have been resolved by the CLIENT and the CONTRACTOR. However, billings prior and/or
subsequent to such questioned monthly billing shall not be affected thereby and the CLIENT shall
pay such non-questioned monthly billings in accordance with the provisions of this agreement.

b) CONTRACTOR shall provide additional personnel, as requested by CLIENT from time to time, and
shall bill CLIENT corresponding the additional personnel.
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IV. INDEMNIFICATION AND LIABILITY

a) CONTRACTOR shall be responsible to CLIENT for any damage to or loss of CLIENT’ property or
injury sustained by CLIENT, its officers, employees, visitors, and agents attributable to the
negligence, misconduct, malfeasance or nonfeasance of the CONTRACTOR’s personnel while in
the course of their duties as proven accordingly. In this connection, CLIENT may also directly
institute or file such actions, civil or criminal, which it may deem proper against any personnel of
the CONTRACTOR for the matters or causes mentioned above.

V. ADJUSTMENTS

a) In the event of an increase in the minimum wage of the personnel or requiring additional
compensation in any form subject to this Agreement, as a consequence of an amendment or
revision any labor law, rule, decree, regulation, or order, CONTRACTOR shall notify CLIENT of the
said increase and without further negotiation, adjust the computation of wages and wage related
benefits. CONTRACTOR shall be responsible for the computation of the said increase and shall
furnish CLIENT of the said adjustment within seven (7) days after notice. CLIENT shall make the
necessary payments of such adjusted wages and wage related benefits thirty (30) days following
the receipt of the adjusted computation or upon period for payment of the next billing, provided
that the mandated increase is already effective, otherwise, it should be on the date of the
effectivity of the mandated adjustment.

b) All other cost including the Admin Fees, which shall be in conformance with existing laws, may
likewise be modified or adjusted upon notification and approval of the herein parties, if the same
is not incorporated in the payment scheme in Annex “B” hereof, but if the Admin Fee is already
incorporated in the fee under Annex “B” hereof, then no more adjustment shall be made. Such
adjustment must be justified to be compliant to law, order, regulation, rules and decree, and/or
economic viability of the affected party.

VI. RELATIONSHIP

CONTRACTOR is an independent entity/organization and nothing herein shall be construed as

creating between CLIENT and CONTRACTOR the relationship of principal-agent or employer-
employee. CONTRACTOR expressly agrees that the persons whom it shall employ and assign to work
under this Agreement and solely and exclusively its personnel and not of CLIENT. CONTRACTOR
exercises complete control and supervision of its personnel deployed or assigned to perform the
Services herein agreed upon.

CONTRACTOR shall have exclusive discretion in the selection, engagement and discharge of its
personnel, or otherwise in the direction and control thereof. It is further understood that
CONTRACTOR agrees to comply with all the requirements of applicable laws, ordinances, rules and
regulations. Although it is understood and agreed between parties hereto that CONTRACTOR in the
performance of its obligations hereunder is not subject to the control or direction of CLIENT as to
the means and methods of work performance and accomplishments. CONTRACTOR hereby
warrants that it will be consistent with the achievement of the result herein contracted for.

CONTRACTOR shall have the sole right to investigate and discipline its members for any untoward
act, negligence, misconduct, or malfeasance committed. In this regard, CLIENT shall provide written
report to CONTRACTOR, all acts or omission committed by CONTRACTOR’s personnel.

Nevertheless, nothing herein shall prevent CLIENT from seeking the direct assistance of police
authorities for criminal acts committed by CONTRACTOR’s personnel.

CONTRACTOR shall furnish CLIENT with the affidavit/s of each and every worker that it deploys at
the premises of CLIENT, the said affidavit/s attesting the relationship between CONTRACTOR and
its personnel, and to the fact that the same has been thoroughly explained to and understood by
the CONTRACTOR’s personnel.

VIII. TERMINATION

This agreement may be terminated at any time prior to the termination of the stated term provided
written notice is served by the terminating party upon the other party at least thirty (30) days from
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the intended date of effectivity of such termination. Provided that, in the event of said
termination, CLIENT shall shoulder the separation pay of employees assigned to it and whose
services are co-terminus with this Contract.

IX. OTHER PROVISIONS

a) a) This Agreement and the Annexes attached hereto contain the entire agreement of the parties
with respect to the subject matter of this Agreement, and supersede all prior negotiations,
agreements and understandings with respect thereto. This Agreement may only be amended
by a written document duly executed by all parties.

b) In the event that services of employees assigned to the CLIENT cease or are terminated for
whatever reason, the latter undertakes to release/issue the corresponding clearances from
monetary accountability within a maximum period of sixty (60) days from such termination.
Otherwise, CLIENT shall shoulder solidarily with CONTRACTOR any liability to the said employee
in case the latter files a labor claim with the DOLE/NLRC.

b) After this Agreement’s execution and notarization, it shall be kept and scanned to effectuate a
reproduction should the hard data failed to be retrieved for whatever reason, and the copy
reproduced out of the electronically stored data shall be considered faithful reproduction of the
same and the parties are herein bound by the terms as set forth in the original agreement.

c) If any provision of this Agreement is held unenforceable, such provision shall be modified to
reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force
and effect.

d) All parties herein, their assigns and successors in interest shall commit not to divulge any or all of
herein stipulations to any person, entity, agency or corporation, unless required by law or upon
a lawful order.

e) The failure by one party to require performance of any provision shall not affect the part’s right
to require performance at any time thereafter, not shall a waiver of any breach or default of this
Agreement constitute a waiver of any subsequent breach or default or a waiver of a provision
itself.

f) In case of litigation arising from, or in connection with this Agreement, the parties mutually agree
that the venue of action shall be solely laid in the court of appropriate jurisdiction within Pasig
City.

X. DURATION

This Agreement shall take effect on September 16, 2019 to September 15, 2020 and shall continue
in full force and effect unless otherwise terminated by either party in accordance with the provisions
of Termination under Section VIII of this Agreement.

Thirty (30) days before the expiration of this Agreement, CONTRACTOR shall serve upon CLIENT a
Notice of Renewal. Failure or inaction of CLIENT to act on the Notice in thirty (30) days shall render
this Agreement automatically renewed.

XII. BINDING EFFECT

This Agreement shall bind upon the successors, administrators, executors, and assigns of the parties
hereto.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed by their
duly authorized representatives at the place and on the date first above mentioned.

K.G. BISCUIT MARKETING INC. RRK TRADE MARKETING SERVICES, INC.

Client Contractor

By: By:

DR. SASA CHUA CLARO MAXIMO B. TOLENTINO

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Assistant General Manager Chief Operating officer

SIGNED IN THE PRESENCE OF:

______________ _______________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES }

} S.S.

BEFORE ME this ____ day of __________, 20___, in the City of _____________, personally
Appeared:

Name Government Issued ID Issued at/Issued on

RRK Trade Marketing Services, Inc.

By:

Claro Maximo B. Tolentino

KG Biscuit Marketing, Inc.

By:

Dra. Sasa Chua

known to me and to me known to be the same persons who executed the said Memorandum of
Agreement consisting of _________ (_) pages including this Acknowledgment, and acknowledge to
me that the same is their own free voluntary act and deed.

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

NOTARY PUBLIC

Doc. No. ________;

Page No. ________;
Book No. ________;
Series of 20____;
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ANNEX A

ROLES AND RESPONSIBILITIES OF MERCHANDISERS/PROMODISERS

Being a Merchandiser / Promodiser your roles and responsibilities are as follows:

1. Have a full knowledge of the following:
a. Required distribution of Brands / Sizes
b. All brands and sizes and their consumer benefits
c. All the major competitive Brands / Activities
d. Mass Displays / Dispensers

2. Maintain and improve market share shelving and shelf schematic brands and OSD / Mass
Displays or Dispensers.

3. Display all brands and sizes available in the warehouse as well as OSD / Mass Display or
Dispensers.

4. Minimize damaged stocks / bad orders (B.O.) from both on and off-shelf display.

5. Immediate proper and accurate implementation of Sales Man’s and Store pricing agreement.

6. Prompt and accurate submission correct, complete and reliable reports to RTMSI
Coordinators.

7. Monitor and keep a record of the stocks inventory to ensure that sufficient stocks are
available. This will void/ minimize out-of-stock situation in your outlets.

8. Maintain a good and well-fixed display and ensure that stocks / items displayed are free from
dust; with no worn-out and unclean plastic wraps, tapes, bundled packs, headers, display,
shelf cards and other merchandising materials.

9. Note consumers’ comments, feedback and competitive activities.

10. Guide and assist pleasantly all customers passing by our assigned product display.
Anticipate their needs; satisfy them and thank them after engaging interaction with these
customers whether they purchase or not.

11. Avoid committing the following offenses as this means AUTOMATIC TERMINATION:
a. Tampering / Time padding / falsification of Daily Time Record (DTR) time card, Sales
Report and other related documents.
b. Loss of trust when one divulges confidential Company matters, dissemination of
information about the assigned product regarding promotion, pricing sales, and other
company and product information to the competitors.
c. Immorality

12. Work six (6) days a week. Be prompt. Avoid tardiness and under time. Record in your Daily
Time Record (DTR) / time card only the actual work hours you spent per outlet per day.

13. Work overtime only if necessary, however, this overtime should be authorized by RTMSI
Coordinator using our Overtime Request Form.

14. Take your day off on assigned day only. Any change of day off should be approved first by
the Coordinator.

15. Send or present to your Coordinator an excuse letter when you are absent, reporting late to
or leave your outlet earlier than your scheduled hours of duty; go on leave or change day
off. This Excuse Letter will be issued to you for very reasonable cases only to be presented
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to the outlet manager. In addition, if you took / take a leave, we will issue you a Leave Form
for you to fill up and to be submitted to your coordinator.

16. Wear the prescribed uniform (Company ID included) while on duty. Always be presentable
and maintain your good appearance / profile / grooming.