REPUBLIC OF THE PHILIPPINES)

CITY OF NAGA )S.S.

CONTRACT OF AGENCY

KNOW ALL MEN BY THESE PRESENTS:

This AGENCY AGREEMENT, made, executed and entered into by:

 
FIRST SOURCE STAFFING CORPORATION, a corporation duly
organized and existing under the laws of the Republic of the Philippines, with its
principal place of business at Rm 3A, PostalBank Bldg., Rizal St., Legazpi City,
herein represented by ROGIL V. LOLIN, President, as authorized under Board
Resolution No. ______, hereinafter referred to as the COMPANY;
       
-AND-
 
       JESSIE B. ASCAÑO, of legal age, Filipino, married and with residence and
postal address at Zone 7 Sitio Maralas, Brgy. Santiago, City of Gen. Trias, Cavite,
hereinafter referred to as the AGENT.

WITNESSETH:

WHEREAS, Company desires to appoint an Exclusive Agent to assist and promote

its marketing activities in Cavite, Laguna, Batangas and Metro Manila areas, and
Agent desires to provide such assistance and services to Company.

NOW, THEREFORE, in consideration of the mutual covenants contained herein,

the parties hereto agree as follows:

Article 1. Appointment of Agent

1.1 The Company hereby appoints the Agent as its exclusive agent in the
territory Cavite, Laguna, covering Cavite, Laguna, Batangas, and Metro
Manila areas (hereinafter referred to as “Territory”), for the marketing of
services of the Company. The Territory may be amended by mutual written
consent of the parties.

1.2 The Agent shall not, in the Territory, deal in any services, nor shall he
represent any other suppliers or service providers of any like services, which
are in the opinion of Company similar to or competitive with the services
being supplied by Company pursuant hereto.

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1.3 It is hereby expressly agreed and declared by and between the parties hereto
that all customers heretofore or at any time hereafter called on by or
introduced to the Agent are customers of the Company and are not
customers of the Agent nor has the Agent any proprietorial interest therein
or in any list of such customers.

Article 2. Duration

This Agreement shall continue in full force and effect from the date on which it
is signed by both parties hereto, until December 31, 2018.. Upon expiration of
the said term, this Agreement shall be automatically renewed, unless no later
than thirty (30) days prior to the date on which this Agreement would
otherwise be extended a party gives written notice of termination to the other
party hereto, and shall continue thereafter in full force and effect until
terminated at any time by either party giving the other three (3) month notice
in writing to terminate this Agreement.

Article 3. Duties of Agent

3.1 Best Efforts

The Agent shall during the continuance of this Agreement diligently and
faithfully serve the Company as its agent and shall undertake to use its best
endeavors to maximize the sale of the Company Services in the Territory. He
shall maintain and safeguard the goodwill, reputation, prestige and interest
of the Company and shall not do anything that will prevent such sale or
interfere with the development of the trade in the Territory.

3.2 Price and Service Promotion

(1)The Company may from time to time furnish the Agent with a statement
of the minimum prices at which the Services are respectively to be sold,
and the Agent shall not solicit orders or offer the sale of the Services at
less than such minimum prices unless it has first obtained the Company’s
express authorization to vary such prices, but shall endeavor in each case
to obtain the best price obtainable.

(2)The Agent may not be entitled to sell any of the Services to any person or
company residing outside the Territory except with the Company’s prior
written consent.

(3)The Agent shall not give credit to or deal with any person, company or
firm which the Company shall from time to time direct the Agent not to

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 give credit to or deal with.

(4)The Agent shall keep the Company fully informed from time to time of the
market condition within the Territory for the activities and prices of
competitors, and shall provide any available information relevant for the
purpose of furthering the sale of the Company Services. The Agent shall
render to the Company, during the term of this Agreement and thereafter,
such assistance as the Company may reasonably require in receiving,
collecting, recovering or suing for payment due from purchases of the
Services under orders solicited by the Agent.

(4)The Company shall use its best endeavors consistent with its other
demands and business to meet any and all orders or enquiries for the
Services received through or from the Agent but nothing herein contained
shall impose upon the Company any obligation to accept or fulfill any job
order in any case where the Company considers it inexpedient or
inconvenient so to do or entitle the Agent to accept any order on behalf of
the Company. Refusal by the Company of any job order in whole or in part
shall not incur any liability to the Agent, its officers or employees or any
other person.

3.3 Payment

(1)The Agent shall not without the written consent and the authority of the
Company collect any monies from any customers.

3.4 Confidentiality
The Agent shall keep secret and shall not disclose to any third party
(including, but not limited to, individuals, firms or companies) any
confidential information disclosed to it by the Company to enable the Agent
to perform its duties under this Agreement, and upon termination of this
Agreement for any reason whatsoever, the Agent shall not at any time
thereafter use any confidential information so disclosed during the currency
of this Agreement.

Article 4. Commission

4.1 The Agent may receive on each sale of Services during the term of this
Agreement a commission of _____________ ( ) % of the “Net Cash
Received.” The term “Net Cash Received” as used herein shall mean the net
amount of payments received by the Company from the customers for the
Services, less charges, if any, for taxes. (Contract Price less taxes)

4.3 Any commission stipulated and paid hereunder shall be deemed to cover all the

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 costs, fees, charges and other expenses incurred by the Agent in connection with
the respective sale of the Services.

4.4 All commissions payable to the Agent hereunder shall be due and payable by
the Company within five (5) working days from receipt of payment by the
Company

4.5 Upon termination of this Agreement, the Agent is only entitled to receive the
commission in respect of sales resulting from orders received by the Company
up to the date of such termination, for which payment is subsequently made to
the Company pursuant to this Agreement. No further amounts, for
indemnification or otherwise, shall be payable by the Company to the Agent
upon or after termination of this Agreement.

Article 5. Status of the Agent

5.1 Nothing herein contained shall constitute a partnership between the parties or
entitle the Agent to hold itself out as being anything other than the Agent of the
Company or entitle the Agent to enter into any obligation or commitment
binding upon the Company without the prior written consent of the Company
which the Company shall be under no obligation to give.

5.2 Nothing herein contained shall constitute any authority to the Agent to
negotiate, settle or compromise any claims or disputes on behalf of the
Company relating to the Products.

5.3 The Agent shall indemnify, protect and save the Company from all
claims, demands, suits or actions for damages to property or person
which may be sustained by any third party arising from or incident to the
conduct or the business of the Agent.

This Agreement constitutes the entire understanding of the Company and the
Agent with respect to the subject matter hereof. No amendment,
modification or alteration of any term of this Agreement shall be binding on
either party unless the same shall be made in writing, and executed by or on
behalf of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

executed by their respective duly authorized officers on the date first written
above.

FOR FIRSTSOURCE STAFFING CORP:

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 ROGIL V. LOLIN JESSIE B. ASCANO
Principal Agent

SIGNED IN THE PRESENCE OF:

____________________________ ___________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

CITY OF NAGA )SS.

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

this __________________________personally appeared MR. ROGIL V. LOLIN with
his Driver’s License No. ________________, and JESSIE B. ASCANO with his Driver’s
License No. _______________________, both personally 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 own free and voluntary act and deed.

Doc. No. ___;

Page No. ___;
Book No. ___;
Series of 2017.