Contract Of Employment

CONTRACT OF EMPLOYMENT

This Contract, executed this _____ day of ____________2000 in ____________________ by and between: _________________, a corporation duly organized and existing under the laws of the Philippines with principal office at _____________________________. Represented herein by its (State Position of Employer's Representative), (State Name of Representative), (hereinafter referred to as “Employer”); -and-

____________________________, of legal age, ______________ and with residence at ________________ (hereinafter referred to as “Employee”). WITNESSETH: That WHEREAS, the Employer requires the services of a ________________ for employment in Employer’s business in the Philippines; WHEREAS, the Employee is willing to perform the above stated functions of a _________________ for the Employer and to accept the responsibilities arising therefrom, commitment thereto subject to the terms and conditions hereinafter provided; NOW THEREFORE, for and in consideration of the foregoing premises and mutual covenants herein contained, the parties hereto hereby agree as follows: ARTICLE I EMPLOYMENT Employer hereby employs, engages and hires Employee as a ________________, and Employee hereby accepts and agrees to such hiring engagement and employment, subject to the general supervision and pursuant to the orders, advice, and direction of Employer. Employee shall perform such other duties as are customarily performed by one holding such position in other, same or similar businesses or enterprise as that engaged in by Employer and shall additionally render such other and unrelated services and duties as may be assigned to him from time to time by Employer.

ARTICLE II DURATION OF EMPLOYMENT The Employee shall commence his employment in the Philippines on __________. The initial term of the contract shall be for a period of ____ year/s.

ARTICLE III COMPENSATION Employer shall pay Employee, and Employee shall accept from Employer as basic payment for Employee’s service hereunder, monthly compensation at the rate of __________________ while this Contract shall be in force.

ARTICLE IV BEST EFFORTS OF EMPLOYEE Employee agrees that he will at all times faithfully, industriously, and to the best of his ability, experience and talents, perform all of the duties that may be required of him, pursuant to the express and implicit terms hereof and to the reasonable satisfaction of Employer. Such duties shall be rendered at the principal office of the Employer and at such other place or places as Employer shall in good faith require or as the interest, need, business, or opportunity of Employer shall require.

ARTICLE V INSURANCE During the term of this agreement, the Employee will be covered by the Employer’s standard insurance policy for life, accident and health insurance benefits. Accident and sickness benefits will be paid according to the policy provided by the Employer. The Employer’s liability for the consequences of accident or illness contracted during the term of this Contract will terminate at the end hereof or upon the end of any extension hereof by prior agreement or by the provisions of the insurance policy. The Employer will not be entitled to receive any benefits whatsoever from nor under any claim to compensation of whatever nature against the Employer if the Employee has failed to disclose to the Employer any fact relating in any way to his health or soundness of body or mind or to previous medical history. The Employee may be required to undergo a medical examination from time to time at the request and expense of the Employer.

ARTICLE VI TERMINATION DUE TO DISCONTINUANCE OF BUSINESS Anything herein contained to the contrary notwithstanding, in the event that Employer shall discontinue operating its business, this Contract shall terminate as of the last day of the month in which Employer ceases operations.

ARTICLE VII OTHER EMPLOYMENT Employee shall devote all his time, attention, knowledge and skills solely to the business and interest of the Employer, and Employer shall be entitled to all of benefits, profits or other issue arising from or incident to all work, services, and advice rendered by the Employee, and Employee shall not, during the term hereof, be interested directly or indirectly, in any manner, as partner, officer, director, stockholder, advisor employee or in any other capacity, in any other business similar to Employer’s business or any allied trade; provided, however, that nothing herein contained shall be deemed to prevent or limit the right of Employee to invest any of his surplus funds in capital publicly-owned or regularly traded in any public exchange, nor shall anything herein contained be deemed to prevent Employee from investing or limit Employee’s right to invest his surplus funds in real estate.

ARTICLE VIII TRADE SECRETS Employee shall not at any time or in any manner, either directly or indirectly, divulge, disclose, or communicate to any person, firm or corporation in any manner whatsoever any information concerning any matters affecting or relating to the business of Employer, including but not limited to, the identity of any of its customers, prices at which it sells or has sold its products, the volume of sales it generates or has generated, and any other information concerning the business of Employer, its manner of operation, plans, processes or other data without regard to whether all of the foregoing matters will be deemed confidential, material, or important. The parties hereto agree that as between them, important, material, and confidential shall mean that which will affect the effective and successful conduct of the business of Employer and its goodwill. Any breach of the stipulations contained in this paragraph shall be considered a material breach of this Contract. The foregoing terms shall remain in full force and effect for the period of two (2) years after the termination of Employee’s employment for any reason.

ARTICLE IX AGREEMENT OUTSIDE THE CONTRACT This Contract contains the complete employment agreement between the parties and shall, as of the effective date hereof, supersede all other agreements between the parties. The parties stipulate that neither of them has made any agreement or any representations, including the execution or delivery hereof, except such representations as are specifically set herein, and each of the parties hereto acknowledges that he has relied on his own judgment in entering into this Contract. The parties hereto acknowledge that any payments or representations that have been made by either of them to the other are of no effect and that neither of them has relied thereon in connection with his dealings with the other.

ARTICLE X TERMINATION FOR DISABILITY Notwithstanding anything in this Contract to the contrary, Employer is hereby given the option to terminate this Contract in the event that Employee shall, during the term hereof, become permanently disabled, as the term permanently disabled is hereinafter fixed and defined. Such option shall be exercised by Employer giving notice in writing to the Employee, by registered mail in care of the Employer at ______________ or to such address as Employee shall designate, of the Employer’s intention to terminate this Contract. On giving such notice as described, this Contract shall cease on the last day of the month in which the notice is mailed. For the purpose of this Contract, the Employee shall be deemed to have become permanently disabled, if, during the term hereof, because of ill health, physical or mental disability or other causes beyond his control, the Employee shall have been continuously unable or unwilling or shall have failed to perform his duties hereunder for sixty (60) consecutive days, or, the Employee shall have been unable or unwilling or shall have failed to perform his duties for a total period of one hundred eighty (180) days, whether or not such days are consecutive. For the purpose hereof, the term is understood to mean the term provided in Article II hereof.

ARTICLE XI SEVERABILITY All agreements and convenants contained herein are severable, and in the event any of them, with the exception of those contained in Articles I and III hereof, shall be held to be invalid by any competent court, this Contract shall be interpreted as if such invalid agreements or convents were not contained herein.

ARTICLE XII TERMINATION This Contract may be terminated by Employee on thirty (30) days written notice to the Employer. Employee may likewise terminate employment without notice and with pay only to the date of such termination. It is further agreed that any breach or evasion of any of the terms of this Contract by either party hereto will result in the immediate termination of this Contract and will entitle the party suffering the injury and/or breach to all legal remedies for injunction and/or specific performance as well as to all other legal or equitable remedies to which such injured party may be entitled hereunder. IN WITNESS WHEREOF, the parties have hereunto signed this Contract at the date and place first above-written.

_______________________

________________________

SIGNED IN THE PRESENCE OF: ________________________

________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES) ) SS. BEFORE ME, a Notary Public for and in ________________, this _____ day of _________________ personally appeared the following: NAME

CTC NO.

DATE/PLACE ISSUED

known to me and to me known to be the same persons who executed the foregoing Employment Contract and they acknowledged to me that the same is their free and voluntary act and deed as well as the free and voluntary act and deed of the Corporation herein represented. This instrument refers to an Employment Contract and consist of five (5) pages, including this page on which the acknowledgment is written, duly signed by the parties and their instrumental witnesses. WITNESS MY HAND AND SEAL, I have hereunto set my hand and seal this _____ day of _______________ at __________________________. Doc. No. ______; Page No. ______; Book No. ______; Series of 2000.