SERVICE CONTRACT

KNOW ALL MEN THESE PRESENTS:

This Service Contract (this “Contract”) entered into this 1st day of April, 2019 at Quezon City by and
between:

BIG SKY NATION INC. a corporation duly organized and existing under the laws of the
Philippines with principal address at Unit 210 Festejo and Ella Bldg., A. Arnaiz Avenue,
Makati City, represented by its President, MR. RAMON TAMBUNTING and hereinafter
referred to as the “CLIENT”,

and-

4th DIMENSION MULTI-PURPOSE COOPERATIVE, a cooperative duly organized and

existing under Philippine laws with principal office at 27 B Benitez Street Brgy Horseshoe
Village Cubao Quezon City represented by its President, MS. JOY P. CARLOS and
hereinafter referred to as the “COOPERATIVE”.

WITNESSETH: That

WHEREAS, the COOPERATIVE is authorized by law and under it charter, and has thus been duly
licensed, to engage in the business of providing various manpower services to individuals, corporations,
partnerships and other entities.

WHEREAS, the COOPERATIVE is registered with the appropriate government agencies, including the
Cooperative Development Authority (CDA) and the Department of Labor and Employment (DOLE).

WHEREAS, the COOPERATIVE has and maintains substantial capital, equipment and materials
necessary in the conduct of its business.

WHEREAS, the COOPERATIVE has offered to provide the CLIENT with the services it needs and the
latter has agreed to engage the services of the former.

NOW, THEREFORE, for and in consideration of the premises and of the covenants and stipulations
herein set forth, the parties have agreed as follows:

1. AGREED SERVICES

The Agreed Services to be rendered by the COOPERATIVE for the CLIENT are those specifically
enumerated and/or described in the attachment entitled “Terms of Reference” (TOR), marked as
Annex A. The Agreed Services may constitute more than one (1) type of service. The TOR shall
be an integral part of this Contract and must be dated and signed by the authorized
representatives of the Parties to be binding upon them. All reference to this Contract includes
reference to the TOR as well.

2. DURATION OF CONTRACT

The term of this Contract is for a period of one (1) year, which shall commence on April 1, 2019.
This Contract is renewable upon such terms and conditions which the CLIENT and the
COOPERATIVE may mutually agree.

In the event that the Parties continue their relationship after the term has expired without having
executed a written renewal of this Contract, the Parties agree that the terms and conditions
specified herein shall remain in force on a month-to-month basis. This month-to-month
arrangement can be terminated by either Party giving written notice to the other Party thirty (30)
days before the desired date of termination, or until another written contract shall have been
formally executed by the Parties under such terms and conditions as they may agree.

3. PERSONNEL

The number of members/employees which shall be provided by the COOPERATIVE for each
type of service needed by the CLIENT shall be indicated in the TOR. During the lifetime of this
Contract, or should the CLIENT require new personnel for a different or new type of service not
indicated in the TOR which number of employees the COOPERATIVE can supply, a new TOR
may be executed by the Parties.
4. CONSIDERATION

4.1 SERVICE FEE

In consideration for the Agreed Services provided by the COOPERATIVE, the CLIENT
shall pay the COOPERATIVE a Service Fee, details of which are indicated in the TOR.

The Service Fee shall be paid by the CLIENT to the COOPERATIVE on a bi-monthly
basis as indicated in the TOR. The COOPERATIVE shall send its Statement of Account
to the CLIENT on the dates provided under the TOR and the CLIENT shall pay the
COOPERATIVE the Service Fee ten (10) days after receipt by the CLIENT of the billings.

The CLIENT shall ensure payment based on the agreed lead time.

Should there be a law, government issuance or regulation granting additional increase in

earnings, allowances and other benefits in favor of the Employees after the execution of
this Contract and the TOR, a new TOR or memorandum shall be executed by the Parties
where the Service Fee shall be adjusted accordingly.

5. THE WORKPLACE

The place or location where specific Agreed Services shall be rendered shall be clearly indicated
in the TOR. The members/employees may expected to work outside their designated workplaces
when the operations required and they shall be compensated accordingly to the labor laws.

6. DESCRIPTION OF RELATIONSHIPS: ABSENCE OF FIDUCIARY AND EMPLOYER-

EMPLOYE RELATIONSHIP

It is understood and agreed that this Contract does not create a fiduciary relationship between the
CLIENT and the COOPERATIVE on one hand, and between the CLIENT and the
members/employees on the other. Furthermore, this Contract is not intended to constitute either
party as agent, legal representative, joint venture, partner, employee or servant of the other for
any purpose whatsoever.

7. EMPLOYEES

“Members/Employee” for purposes of this Contract refer to the personnel of the COOPERATIVE
who are assigned to perform the Agreed Services for the CLIENT under this Contract. If
“employee” or “Members” used in this Contract is meant to be used in a different context, it shall
be clearly so stated.

The COOPERATIVE shall be responsible to its members/employees for the payment of their
statutory benefits such as, but not limited to, earnings prescribed by the Department of Labor
such as earnings, holiday pays, 13th month pay, service incentive pay, paternity leaves and
contributions to the SSS, Pag-ibig, Philhealth, and other agencies as may be required under the
law.

8. OBLIGATIONS OF THE COOPERATIVE TO THE CLIENT

The Agreed Services shall be rendered by the COOPERATIVE with utmost efficiency and reliability,
and in accordance with the prescribed output standards conveyed and made known to the
COOPERATIVE.

The COOPERATIVE shall be responsible for the screening, selection of the members/employees,
The COOPERATIVE shall be responsible for the orientation and training of its members/employees
for their placement with and assignment to the CLIENT under this Contract.

The COOPERATIVE shall be solely responsible for the assignment of its members/employees
who shall perform the Assigned Services for the CLIENT under this Contract.

The COOPERATIVE shall provide its members/employees with identification cards which shall
not contain any reference to the CLIENT.

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8.1 ORIENTATION AND FAMILIARIZATION OF CLIENT’S POLICIES AND RULES &
REGULATIONS

The COOPERATIVE shall take all the necessary measures to ensure the complete,
efficient and satisfactory rendering of services under this Contract. Prior to assignment,
the COOPERATIVE shall orient and train its members/employees of their work
assignments as well as the output standards expected by the CLIENT and how this will
be accomplished

The COOPERATIVE shall orient its members/employees of the CLIENT’s Policies, Code
of Conduct and Rules & Regulations which are expected to be observed while in the
workplace. The COOPERATIVE shall ensure that, before their assignment to the
workplace, its members/employees are familiar with said Policies and Rules &
Regulations.

8.2 OBLIGATIONS IN THE WORKPLACE

8.2.1 CONTROL AND DISCIPLINE

The COOPERATIVE shall be responsible to monitor the attendance of its

members/employees assigned in the workplace. Monitoring of the attendance of the
members/employees entails recording of their absences from and tardiness for work.

8.2.2 SUBMISSION TO SECURITY AND SAFETY RULES AND REGULATION

The COOPERATIVE hereby agrees to submit itself, its representatives and its entire
members/employee whenever within or near the CLIENT’S Premises, to the security and
safety rules and regulations of the CLIENT that are or shall take effect during the term of
this Contract.

8.2.3 DISCIPLINE

The COOPERATIVE shall likewise supervise the behavior and conduct of its
members/employees in the workplace with the end in mind of maintaining efficient and
effective discipline over them in the performance of their duties and obligations under this
CONTRACT. Reports or complaints of any untoward act, misconduct, negligence or
inappropriate behavior of any employee of the COOPERATIVE in the workplace, or that
act, misconduct, negligence or inappropriate behavior which have or may have a
disharmonious effect on his work and/or professional relationship with the CLIENT shall
be reported immediately by the CLIENT to the COOPERATIVE and the COOPERATIVE’s
Account Supervisor at the workplace. The COOPERATIVE shall without delay act upon
the reports or complaints. Due process according to the law shall be accorded to the
members/employees.

8.3 ACCOUNT SUPERVISOR

The COOPERATIVE shall assign a roving Account Supervisor and shall be

responsible for the following:

(a) hire and imposed disciplinary actions including its separation from the Client
and being deployed to another client
(b) prepare the manning schedule of the operations
(c) monitor the attendance of the members/employees in the workplace;
(d) monitor the performance of the employees of their assigned duties in
accordance with the specified criteria and standards set by the CLIENT and
the COOPERATIVE;
(e) monitor the compliance by the members/employees of all Policies and Rules
& Regulations in the workplace and those imposed by the COOPERATIVE;
(f) maintain efficient and effective discipline over the members/employees in the
performance of their duties and obligations under this Contract;
(g) ensure that the members/employees are treated properly, fairly and honestly
by the CLIENT;
(h) ensure that the members/employees are afforded them in the workplace all
their rights under existing law and this Contract;
(i) ensure that the members/employees are working under safe and healthy
conditions; and
(j) perform such other duties required by him under this Contract and, from time
to time, by the COOPERATIVE.

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9. EVENTS OF DEFAULT

9.1 GENERAL DEFAULT OR BREACH

In case of default of any of their obligations under this Contract and in case of breach of
any or all conditions, covenants or terms of this Contract by either party, the same may
be terminated by the aggrieved party and rendered of no force and effect if the party at
fault fails to cure the default or breach after thirty (30) days of notice or demand.

In case the default or breach is not cured and said default or breach is committed by the
CLIENT, the COOPERATIVE shall have the right to recover all amounts due as Service
Fee together with an interest of two percent (2%) per month and a penalty of three
percent (3%) per month, compounded monthly, on any and all amounts not paid, until full
payment thereof.

In case the default or breach is not remedied and said default or breach is caused by the
COOOPERATIVE or the members/employees, the CLIENT shall have the right to recover
the amount equivalent to the highest one month service fee paid during the effectivity of
this Contract together with an interest of two percent (2%) per month and a penalty of
three percent (3%) per month, compounded monthly, counted from the date of the breach
or default until the entire amount is paid.

9.2 NON-PAYMENT BY CLIENT OF SERVICE FEE

Should the CLIENT fail to pay to the COOPERATIVE the Service Fee covering a period of
two (2) months, the COOPERATIVE may unilaterally suspend this Contract by sending
notice to the CLIENT until payment is made. Should the notice be sent, this Contract is
deemed automatically suspended. .

9.3 FORCE MAJEURE

Neither party shall be liable or deemed to be in default for any delay in the performance of,
interruption of the service of, or failure to carry out, any of their duties and obligation under
this Contract resulting, directly or indirectly, from acts of God, civil or military authority, acts
of the public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions,
earthquakes, floods or any causes beyond the control of such party.

10. PROHIBITED PAYMENTS

The COOPERATIVE and/or any of its members/employees shall not directly or indirectly pay,
offer or authorize payment of any monies or anything of value (either in the form of compensation,
gift, contribution or otherwise) to any person or firm employed by or acting for or on behalf of the
CLIENT in relation to this Contract or any matter related thereto or arising from its execution.

11. WARRANTIES

Both the CLIENT and the COOPERATIVE warrant that:

a) they have full power, authority and legal right to execute, deliver and perform this
Contract and have taken all the necessary corporate actions to authorize the foregoing;

b) the execution, delivery and performance of this Contract do not and will not violate any
provision of, or result in a breach of, or constitute a default under, any law, regulation or
judgment, or violate any agreement binding upon them or any of their properties.

The violation of any of these warranties shall be ground for the automatic termination of
this Contract, with claim for damages.

12. CONFIDENTIALITY

In connection with the performance of the Agreed Services, the COOPERATIVE and the
members/employees may have been entrusted with or may have gained access to confidential
and proprietary information of the CLIENT, whether or not identified as such. The
COOPERATIVE and the members/employees shall not disclose any of the information acquired,
except upon the written consent of the CLIENT and such confidential information shall be relayed
only to, and used by, the COOPERATIVE and the Members solely for the purpose of performing
the services required under this Contract.

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13. NON-EXCLUSIVE CONTRACT

This Contact is non-exclusive. The CLIENT may engage other parties for the services contracted
out under this Contract. The COOPERATIVE is not precluded from providing the services it
renders under this Contract to other parties.

14. NOTICES

All notices provided for in this Contract to be in writing must be sufficient in all respect and
hand/personally delivered or sent by registered mail to:

a. The CLIENT and The COOPERATIVE at their addresses as indicated above.

By agreement of the parties, such notices and other notices, communications or transmissions
may likewise, alternatively or simultaneously be sent to the parties by email or facsimile at the
following email addresses or fax numbers:

Email Address Contact Numbers

Big Sky Nation Inc. alex@bigskynation.com
4TH Dimension Multi fourth.dimension03@gmail.com 518-6689
Purpose Cooperative

15. DISPUTE RESOLUTION

The parties shall consult each other in good faith and shall exhaust all available remedies to
settle amicably any and all disputes or disagreements arising out of or relating to the validity,
interpretation, enforceability, or performance under this Contract.

16. VENUE

The venue for any action arising from this Contract shall be filed with the proper courts of Quezon
City, to the exclusion of other courts.

17. MISCELLANEOUS PROVISIONS

17.1 TRANSFER OF RIGHTS AND OBLIGATIONS

Neither Party shall assign or transfer its rights and obligations under this Contract without
prior written consent of the other.

17.2 BINDING UPON SUCCESSORS AND ASSIGNS

This agreement inures to the benefit of and is binding upon the successors and assigns
of the Parties hereto.

17.3 ENTIRE AGREEMENT

This Contract and the TOR constitute and embodies the entire and complete agreement
between the Parties and no other terms and conditions, verbal or otherwise, not herein
expressly contained, shall change, modify, be added to, or in any manner, alter the
provisions herein agreed upon unless such change, modification, addition or alteration
are embodied in a written agreement duly signed by the Parties, and duly notarized in
the case of execution of a new Service Contract.

17.4 WAIVER/AMENDMENTS

No waiver, amendment, modification or revision by a party of any provisions of this

Contract shall be binding and effective unless made expressly and in writing and signed
by all of the parties hereto.

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 17.5 SEVERABILITY CLAUSE

If any provision of this Contract shall be held invalid, illegal or unenforceable, the
remaining provisions shall remain valid and shall be give full force and effect.

17.6 GOVERNING LAW/CONSTRUCTION

a) The validity, interpretation, construction and performance of this Contract shall be

controlled by and construed under the laws of the Philippines.

b) The captions/headings used in this Contract are solely for the convenience of
indexing the various sections and such captions/headings shall not be considered
in construing or interpreting any provision of this Contract.

IN WITNESS WHEREOF, the parties represented by their duly authorized officers have signed this
Services Contract on the date and at the place first above written.

4th DIMENSION
MULTI-PURPOSE COOPERATIVE BIG SKY NATION INC.

MS. JOY P. CARLOS MR. RAMON TAMBUNTING

President President

SIGNED IN THE PRESENCE OF

____________________________ _______________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

QUEZON CITY ) S.S.

BEFORE ME, a Notary Public in and for Quezon City, this _____ day of _________________, 2019
personally appeared:

NAME EVIDENCE OF IDENTITY

RAMON TAMBUNTING

JOY P. CARLOS

known to me to be the same persons who executed and voluntarily signed the foregoing Service Contract
which they acknowledged to me as their free and voluntary act and deed and those of the entities therein
represented.

WITNESS MY HAND AND SEAL, this day of at Quezon City.

Doc. No. ;
Page No. ;
Book No. ;

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Series of 2019

ANNEX A

4th DIMENSION MULTI-PURPOSE COOPERATIVE

TERMS OF REFERENCE

This Terms of Reference (this “TOR”) is attached to the Service Contract dated April 1, 2019 (the
“Contract) entered into by and between:

BIG SKY NATION INC. a corporation duly organized and existing under the laws of the
Philippines with principal address at Unit 210 Festejo and Ella Bldg., A. Arnaiz Avenue,
Makati City, represented by its President, MR. RAMON TAMBUNTING and hereinafter
referred to as the “CLIENT”,

and-

4th DIMENSION MULTI-PURPOSE COOPERATIVE, a cooperative duly organized and

existing under Philippine laws with principal office at 27 B Benitez Street Brgy Horseshoe
Village Cubao Quezon City represented by its President, MS. JOY P. CARLOS and
hereinafter referred to as the “COOPERATIVE”.

1. AGREED SERVICES, DESIGNATION OF SERVICES, NUMBER OF MEMBERS TO BE

SUPPLIED FOR EACH SERVICE AND THE WORKPLACE

The Agreed Services to be rendered by the COOPERATIVE for the CLIENT, the Designation of
such Agreed Services, the number of members/employees to be supplied for each service and
the assigned workplace of the members/employees are as follows:

AGREED SERVICES

NATURE OF SERVICE Pocket wi-fi rental business

DESIGNATION OF SERVICE Sales and Office staff
NUMBER TO BE SUPPLIED As the need requires
WORKPLACE Designated branches in Metro Manila and provinces
WORK WEEK Per working schedule set by the client
WORKING HOURS As per working hours set by the Client

2. SERVICE FEE

In consideration for the Agreed Services provided by the COOPERATIVE, the CLIENT shall pay
the COOPERATIVE a Service Fee of 10% on gross on all earnings and labor mandated
premiums and benefits to be paid by CLIENT to the COOPERATIVE (included are SSS.
Philhealth, Pag-ibig,) of members of the COOPERATIVE assigned to the CLIENT.

Regular Overtime Pay, Sunday Overtime Pay, 13 th Month, Pay, holiday pays, night differentials,
and Contributions for SSS, Philhealth and Pag-Ibig shall be computed in accordance with what
the law mandates.

The COOPERATIVE shall present copies on a monthly basis its remittances of SSS, HDMF, and
Philhealth of the members assigned to the client.

Only the government contributions are the authorized expenses from the payroll of the members.
No charges or deductions shall be allowed from the payroll of the members/employees as
mandated by the Labor Advisory No. 11.

The Service Fee shall be paid by the CLIENT to the COOPERATIVE on a bi-monthly basis. The
CLIENT shall pay the gross earnings, all government contributions and benefits of the
members/employees of the COOPERATIVE indicated in the attached Annex A-1 and cooperative
fee to the COOPERATIVE ten days after receipt of the billings

Quezon City, April 1, 2019

4th DIMENSION .
MULTI-PURPOSE COOPERATIVE BIG SKY NATION INC.

MS. JOY P. CARLOS RAMON TAMBUNTING

President President

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