SERVICES AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This SERVICES AGREEMENT, hereinafter referred to as the Agreement, is made and executed this (day)
day of (month) (year) at (city) by and between:
PICO JAPAN, INC., a corporation duly organized and existing under and by virtue of the laws of Japan
having its registered principal office at 2-1-6 Midori-Cho Musashino City, Tokyo, Japan, represented
herein by its (position of officer), (name of officer), hereinafter referred to as the COMPANY;
-

and

PICO PHILIPPINES, INC., a corporation duly organized and existing under and by virtue of the laws of
the Republic of the Philippines having its registered principal office at Unit 401-404, Admiralty Building,
1101 Alabang-Zapote Road, Madrigal Business Park, Muntinlupa City, Philippines, represented herein by
its (position of officer), (name of officer), hereinafter referred to as the CONTRACTOR.
WITNESSETH THAT:
WHEREAS the CONTRACTOR, an entity duly accredited with the Technical Education and Skills
Development Authority (TESDA, is engaged in the business and has the expertise to operate a training
center and undertake language education and training/testing and competency assessment for foreign
students;
WHEREAS the COMPANY desires to engage the services offered by the CONTRACTOR;
WHEREAS the CONTRACTOR has agreed to render such services to the COMPANY for a consideration
and under the terms and conditions herein specified;
NOW THEREFORE, for and in consideration of the above premises and of the mutual covenants
hereinafter set forth, the COMPANY and CONTRACTOR, intending to be legally bound, hereby agree as
follows:
SECTION I
Scope of Services
The COMPANY will send students to learn English in the English language center operated by the
CONTRACTOR.
The CONTRACTOR shall provide the COMPANY with the following activities concerning the English
language education of the students in the Republic of the Philippines:
a)
b)
c)
d)

The provision of accommodation and hospitality to students;

Assisting students with immigration related procedures;
Providing students with language education; and
Other activities related to (a) to (c) as required by the COMPANY.

The CONTRACTOR shall not be involved in the collection of tuition fees from the students.

Subject to the terms and conditions of this Agreement, the COMPANY will request the CONTRACTOR to
render the services to the COMPANY, and the CONTRACTOR agrees to accept such request and use its
reasonable efforts to render such services to the COMPANY. The services will be performed by
employees of the CONTRACTOR or any permitted assignee of this Agreement with the appropriate
qualifications to perform such functions.
SECTION II
Information and Report
Both the COMPANY and the CONTRACTOR shall periodically and/or on the request of either entity
furnish information and reports to each other as much as possible.
SECTION III
Fees and Payment
In consideration of the CONTRACTOR or any permitted assignee of this Agreement performing the
services, the COMPANY agrees to pay the amount as detailed in Attachment A (the Service Fee) to the
CONTRACTOR or such assignee as a service fee which is equal to the direct and indirect costs incurred
by the CONTRACTOR or such assignee in performing the services.
If service and/or costs significantly change from those estimated by both parties at the time of effective
date, both parties may discuss and amend the service fee.
SECTION IV
Terms
This Agreement shall come into force on the date first above written upon the signing of both the
COMPANY and the CONTRACTOR and, unless terminated earlier pursuant to the terms of Article VI
hereof, shall remain in force for a period of (number) of years. The parties agree to extend this Agreement
beyond the initial term on an annual basis, unless the parties fail to agree to the renewal or the conditions
of the renewal of this Agreement, with either party having the right to terminate upon ninety (90) days
written notice.
SECTION V
Termination
a) This Agreement will terminate upon the exercise of either partys right to terminate this Agreement
as provided in Article IV or the mutual written agreement of the parties hereto;
b) Either party shall have the right to immediately terminate this Agreement if the other party is in
material breach of any of its covenants or obligations under this Agreement and such breach is
not cured within sixty (60) days of the non-breaching partys written notice thereof to the other
party. Any loss or damages sustained thereby shall be indemnified by the party responsible for
such breach and/or violation.
c) In case of bankruptcy, insolvency, dissolution, consolidation, receivership proceedings affecting
the operation of the business or discontinuation of business for any reason and/or reorganization
by a third party to either party hereto, the other party shall have the right immediately upon the
occurrence of any of such events to terminate this Agreement without burden on its part of any
compensation therefor.
SECTION VI
Assignment

Both parties hereby agree that neither will assign nor transfer any of its rights or obligations under this
Agreement, in whole or in part, without the other partys prior written consent, which consent shall not be
unreasonably withheld, provided, that either party shall be entitled to assign the entirety of this
Agreement, or any part thereof, to any affiliate without the prior written consent of, but with prior written
notice to, the other party.
SECTION VII
Force Majeure Events
Neither party shall be liable for any failure to perform hereunder arising from causes or events beyond the
reasonable control and without the fault or negligence of the party failing to perform, including, without
limitation, war, invasion, insurrection, blockade, embargo, riot, flood, earthquake, act of God, fire, strike,
substantial and material interference of civil or military governmental authorities or labor disputes of any
kind (a Force Majeure Event); provided however, that a Force Majeure Event shall not excuse any
failure by the COMPANY in making payment to the CONTRACTOR of monies due hereunder in
accordance with the terms hereof.
SECTION VIII
Complete Understanding and Amendments
This Agreement and any schedules hereto, which are incorporated herein by this reference, represent the
entire understanding between the parties with respect to the subject matter contained herein and
supersede all other negotiations, agreements, representations and covenants, oral or written, and any
other agreement executed by both parties in connection herewith. The parties intend this Agreement to
be the entire integration of all of their agreements on the subject matter hereof. This Agreement may
not be amended or modified except by a written instrument signed by the parties. This Agreement will
be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there will be
no presumption or inference against the party drafting this Agreement in construing or interpreting the
provisions hereof.
SECTION IX
Rendering Services
The provision of the Services by the CONTRACTOR to the COMPANY may involve the efforts of various
employees of the CONTRACTOR. The COMPANY may request that particular individuals work on the
Services, but all decisions as to the identity and number of personnel to be assigned to work on the
Services shall be made in the sole discretion of the CONTRACTOR. Individuals who are assigned to
provide the Services shall at all times be under the sole and exclusive control and direction of the
CONTRACTOR and not of the COMPANY. In connection with the rendering of the Services, neither the
CONTRACTOR nor any individual assigned to perform the Services shall represent itself or himself as the
agent or representative of the COMPANY, nor shall such individual have authority to bind PEWEMSG in
any manner whatsoever.
SECTION X
Independent Contractors
The parties to this Agreement are, and at all times during the term of this Agreement shall be deemed to
be, independent contractors. Nothing in this Agreement shall in any way be deemed or construed to
constitute either party as agent, partner, co-venturer, employee or representative of the other, nor shall
either party have the right or authority to act for, incur, assume or create any obligation, responsibility or

liability, express or implied, in the name of, or on behalf of the other party, or to bind the other party in any
manner whatsoever.
SECTION XI
Counterparts
This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an
original, but all of which will constitute one and the same instrument.
SECTION XII
Governing Law
The validity, construction and performance of this Agreement shall be governed by and construed under
the laws of the Republic of the Philippines.
SECTION XIII
Compliance with Laws
Each party shall comply with all applicable laws, statutes, rules, and regulations of any kind of or nature in
connection with the performance of its obligations hereunder.
SECTION XIV
Language
This Agreement shall be executed in the English language, which language shall control in all respects
and no translation of this Agreement in any other language, if any, shall affect the interpretation of this
Agreement.
SECTION XV
Severability
In case any provision, clause or application of this Agreement is held illegal, unenforceable or invalid by
the court or other competent authorities, it shall be deemed severable, and such illegality, unenforceability
or invalidity shall not affect the legality, enforceability and validity of any other provisions, clauses and
applications of this Agreement which shall be construed as if such illegal, unenforceable or invalid
provisions, clauses and applications had not been inserted herein, unless such illegality, unenforceability
or invalidity destroys the underlying business purposes of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date
first above written.

PICO JAPAN, INC.

By:

Name:

Title:
Date:

PICO PHILIPPINES, INC.

By:

Name:

Title:
Date: