MASTER AGREEMENT FOR SUBCONTRACTORS

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MASTER AGREEMENT FOR SUBCONTRACTORS

KNOW ALL MEN BY THESE PRESENTS:

This Master Agreement for Subcontractors (the "Agreement") is made and this fifteenth day of January in twenty twenty-six by and between:

ACCENT MICRO TECHNOLOGIES INC., a corporation duly organized and existing under and by virtue of the laws of the Philippines with office address at eighth Floor, East Tower, PSE Tektite Building, Ortigas Center, Pasig City, represented herein by its Senior Vice President, Mr. Laurence Chan, hereinafter referred to as the "CONTRACTOR";

KENMA CONSTRUCTION SERVICES CO., a sole proprietor duly organized and existing under and by virtue of the laws of the Philippines with office address second Floor Lim Building, Malhacan Road Meycauayan, Bulacan represented herein by its Lead Operations, Mr. Gerard Christian S. M. Inandan, hereinafter referred to as the "SUBCONTRACTOR";

WITNESSETH: That -

WHEREAS, CONTRACTOR desires to engage SUBCONTRACTOR to supply certain goods and/or services to be particularly described in the Schedule/s herein, Purchase Order and/or Supplemental Agreement (the "Supply") in relation to the Project;

WHEREAS, SUBCONTRACTOR has represented itself as a company financially sound and duly licensed, with adequate capital, labor/human resources, equipment and tools, competence, expertise and skill necessary to carry out fully and satisfactorily, within the stipulated completion period, the Supply required by CONTRACTOR;

WHEREAS, on the basis of SUBCONTRACTOR's firm and final proposal and its representations herein, CONTRACTOR has decided to engage the services of SUBCONTRACTOR subject to the terms and conditions herein stipulated;

NOW THEREFORE, for and in consideration of the foregoing, the parties hereby agree to the terms of this Agreement:

ARTICLE ONE NATURE AND TERM OF THE AGREEMENT

One point one. This Agreement provides the terms and conditions that will govern the relationship between CONTRACTOR and SUBCONTRACTOR in the event that the CONTRACTOR engages SUBCONTRACTOR to perform the Supply at any time during the Term (as defined below) of this Agreement.

One point two. The Agreement shall be valid for one year (the "Term") starting on the execution of this Agreement (the "Effectivity Date") and shall terminate one year thereafter, unless renewed by mutual written agreement of the Parties for another year, or otherwise earlier terminated pursuant to the terms and conditions of the Agreement. Insofar as concerns a Purchase Order and/or a Supplemental Agreement that is issued and/or executed within the Term, but shall be effective beyond the Term, the Agreement shall be valid until the termination date of the Purchase Order and/or the Supplemental Agreement.

One point three. The execution of the Agreement does not compel CONTRACTOR to (a) engage SUBCONTRACTOR to perform the Supply, (b) supplant or supersede CONTRACTOR's bidding, tender or other purchase process, or (c) give SUBCONTRACTOR any preference, exclusivity or advantage in any of CONTRACTOR's purchase process.

One point four. The CONTRACTOR may invite SUBCONTRACTOR to participate together with other subcontractors in any purchase process as a prerequisite to making a decision, and shall issue a Purchase Order and/or execute a Supplemental Agreement in favor of the winning subcontractor in such purchase process.

ARTICLE TWO ISSUANCE OF PURCHASE ORDERS AND/OR EXECUTION OF SUPPLEMENTAL AGREEMENTS

ARTICLE THREE ORDER OF PRECEDENCE

ARTICLE Four REQUEST FOR CLARIFICATION AND APPROVAL OF CHANGE ORDERS

ARTICLE Five CONTRACT PRICE, INVOICE, AND PAYMENT

Five point three Payment

Five point four Tax and Charges

ARTICLE Six BONDS AND INSURANCE

ARTICLE SEVEN

ARTICLE Eight SUBCONTRACTOR PERFORMANCE EVALUATION and AUDIT

ARTICLE Nine ACCEPTANCE

ARTICLE Ten TIME OF COMPLETION AND PENALTIES

Penalty for Delay

ARTICLE Eleven CONFIDENTIALITY

ARTICLE twelve INFORMATION SECURITY AND DATA PRIVACY

ARTICLE Thirteen LABOR RELATIONS AND RESPONSIBILITIES OF PARTIES

ARTICLE Fourteen INTELLECTUAL PROPERTY RIGHTS

ARTICLE 15 REPRESENTATIONS AND WARRANTIES

Fifteen point three With regard to its due diligence, SUBCONTRACTOR warrants that:

ARTICLE sixteen CONFLICT OF INTEREST AND DISCLOSURE

ARTICLE seventeen GIFTS, INDUCEMENT AND AWARDS

ARTICLE eighteen LIMITS OF LIABILITY

ARTICLE nineteen TERMINATION AND SUSPENSION

ARTICLE twenty CONSEQUENCES OF TERMINATION

ARTICLE twenty-one NON-SOLICITATION

ARTICLE Twenty-two NON-COMPETITION

ARTICLE Twenty-three NON-ASSIGNMENT OF RIGHTS AND OBLIGATIONS

ARTICLE Twenty-four NON-WAIVER; REMEDIES CUMULATIVE

ARTICLE Twenty-five AUDIT

ARTICLE Twenty-six GOVERNING LAW

ARTICLE Twenty-seven DISPUTE RESOLUTION AND ARBITRATION

ARTICLE Twenty-eight VENUE

ARTICLE Twenty-nine NOTICE AND CORRESPONDENCE

ARTICLE Thirty INTERPRETATION

ARTICLE Thirty-one SEVERABILITY

ARTICLE Thirty-two ENTIRE AGREEMENT

ARTICLE Thirty-three AMENDMENT OF AGREEMENT

ARTICLE Thirty-four COUNTERPARTS SIGNING; ELECTRONIC SIGNATURE

Overview

This Master Agreement serves as a foundational document for the engagement between the contractor and subcontractor, detailing the procedural and contractual obligations required for the supply of goods and services. It stipulates terms for acceptance of purchase orders, contract pricing, and the overall responsibilities of each party involved.

Key Points

1The Agreement outlines the terms governing the relationship between the contractor and subcontractor
2It defines processes for issuing Purchase Orders and Supplemental Agreements
3The Agreement is valid for one year but can be renewed by mutual consent
4It includes terms for acceptance and rejection of Purchase Orders by the subcontractor
5Financial responsibilities and expenses related to the supply are clearly articulated.

Details

Category: Business and Finance

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