SERVICE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This contract (“Agreement”) is made, executed and entered into by:

GRAND MK BOUTIQUE HOTEL INC., a corporation organized under

and by virtue of the laws of the Republic of the Philippines, with principal office
at 6197 Gabaldon Street, Poblacion, Makati, duly represented herein by Mark
Arellano Kooijman, its authorized representative, hereinafter referred to as the
“Service Provider”,

-AND-

V HOSPITALITY COMPANY PTE. LTD., (Company Registration No.

201726675N), a company incorporated in Singapore and having its registered
office at 8 Tomlinson Road, #05-01, Singapore 247857, represented by its
Authorized Representative, Cristian Muñoz, (as evidenced by an authorization
letter, hereto attached as Annex 1), hereinafter referred to as the “Customer”,

WITNESSETH:

Collectively they shall be referred to as the “Parties”.

RECITALS:

WHEREAS, CUSTOMER is a company engaged in the rental of ground

and portions of the mezzanine level of a property located at 5048 P. Burgos
Street, Poblacion, Makati (the “Property”) and requires the services of an
independent SERVICE PROVIDER to render hotel operation services (the
“Services”);

WHEREAS, SERVICE PROVIDER has represented to the CUSTOMER

that; (a) it is duly registered with the Securities and Exchange Commission and
has a valid business permit issued by the office of the Mayor of Makati City; (b) it
has and maintains an independent business with substantial capital, equipment
and employees necessary to provide the Services.

WHEREAS, the CUSTOMER and the SERVICE PROVIDER have agreed

to enter in this Agreement where the SERVICE PROVIDER will render the
Services to the CUSTOMER.

NOW, THEREFORE, for and in consideration of the foregoing

premises, the Parties have agreed as follows:

1. Description of the Job / Work / Service

CUSTOMER hereby engages the services of SERVICE PROVIDER as an

independent SERVICE PROVIDER to perform, carry out, and / or oversee
the Services during the Term of this Agreement, as further detailed in the
attached Annex “A”.
 Annex “A” shall cover the specific nature, scope and extent of the Services
to be rendered by SERVICE PROVIDER.

The CUSTOMER agrees to hire and designate a person, full time, to

handle all administrative and other matters listed in Annex “A”, to work
under the supervision of the SERVICE PROVIDER.

2. Term of the Job / Work / Service being Contracted

2.1. Term of Agreement

2.1.1. This Agreement shall be valid with retroactive effect for a

period of one (1) year, or from 1 January 2020 to 31 December 2020
(the “Initial Term”) and thereafter shall be deemed automatically
renewed for each time a period of one year indefinitely, unless
otherwise terminated by either Party, by serving at least thirty (30)
days prior written notice to the other Party.

2.1.2. CUSTOMER or the SERVICE PROVIDER may terminate this

Agreement, or any extension or renewal thereof, at anytime and for
whatever reason, by giving written notice to the other Party at
least, ninety (90) days prior to the effective termination date. The
ninety (90) days period shall begin to run only upon receipt by the
other Party of such written notice.

2.1.3. Notwithstanding the foregoing, CUSTOMER may terminate

this Agreement, with immediate effect if SERVICE PROVIDER fails
to comply with any provision of this Agreement, or commits a
material breach of this Agreement.

3. SERVICE PROVIDER’s Personnel, Control and Direction, and

Compliance with Labor Standard and Occupational Health and safety

3.1. The term “Personnel” shall Include all persons employed or

engaged by SERVICE PROVIDER to perform the service in
connection with this Agreement for the CUSTOMER.

3.2. All Personnel shall be hired by the CUSTOMER but be employed,

engaged and assigned solely by SERVICE PROVIDER, who is their
official employer. There shall be no contract of employment
between CUSTOMER and any of Personnel. There shall be no
employer – employee relationship created between CUSTOMER
and any of the Personnel.

3.3. CUSTOMER shall at all times provide control, direction,

Administration and supervision over the conduct, activities and
affairs of all Personnel, whether such Personnel perform the service
within or outside CUSTOMER’s premises. SERVICE PROVIDER
shall coordinate with CUSTOMER concerning the operational and
other matters relating to the service to ensure the accomplishment
of the results desired by CUSTOMER.

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 3.4. SERVICE PROVIDER shall designate and make available to
CUSTOMER at all times a competent representative, who shall be
part of SERVICE PROVIDER Personnel, with full authority to deal
with CUSTOMER on all matters pertaining to the implementation
and enforcement of this Agreement and the performance of the
service. The representative shall coordinate with CUSTOMER
throughout the duration of this Agreement to ensure the
Accomplishment of CUSTOMER’s desired result.

3.5. CUSTOMER shall ensure that, at all times, Personnel, especially

those deployed to CUSTOMER’s premises, shall comply with and
abide by the policies, procedures, rules and regulations, and
standard practices of CUSTOMER with regard to current good
manufacturing practices, safety, security, conduct and decorum,
and shall perform and services in such a manner as not to interfere
with the normal conduct of business of CUSTOMER.

3.6. It is the sole responsibility of CUSTOMER to comply with all laws,

rules and regulations pertaining to their employment or
engagement, and SERVICE PROVIDER shall not in any way be
responsible for any claims for wages, benefits or compensation
made by such Personnel or by any third party on their behalf, and
those resulting from death or injury, whether or not such injury,
death or claim arises out of, or is in any way connected with the
performance of the Services or the Personnel’s duties. No Personnel
shall be intitled to any benefit that CUSTOMER extend to its own
employees.

4. Service provider’s Obligations To Its Employees

SERVICE PROVIDER shall be solely responsible for the compensation,

salaries, wages, overtime pay, bonus, incentive pay, separation pay,
retirement pay, and other rights, benefits and privileges of its employees.
In this regard, SERVICE PROVIDER shall comply with all provisions of
the Labor Code, as amended, and all other labor laws and social
legislations, as well their amendments such as but not limited to, the
Minimum Wage Law, Occupation Health and Safety Standards, Social
Security Act, National Health Insurance Act, Home Development Mutual
Fund Law, DOLE Department Order No. 18-A, Series of 2011, DOLE
Department Order No. 174, Series of 2017 (if not otherwise exempt by the
DOLE), and any prevailing labor or social legislation and / or regulations
implementing Articles 106 to 109 of the labor Code, as amended.

SERVICE PROVIDER agrees that it shall strictly comply with the terms of
all mandated wage increase, specifically as to the increase in wages and
the scope of personnel covered.

5. ConsiderationService Fee

In exchange for the Services to be performed by the Service Provider as

outlined in Annex “A”, the Customer shall allow the Service Provider to
use the extra space on the mezzanine of the Property free of rent.

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 In the event that this Agreement is terminated, the Parties shall agree on
the rent for the extra space on the mezzanine.

The basic principle behind the Service Fee is that any costs and expenses
incurred by the Service Provider in providing the Services (the “Service Provider
Costs”) will be charged directly to the Customer as outlined in Annex “A”. For
the avoidance of doubt, the Service Provider Cost can include aside from direct
costs and expenses also penalty fee, connections cost, facilitation fees and other
expenses that the SERVICE PROVIDER incurs while providing the Services for
the CUSTOMER.

The Service Provider Cost shall be payable within (30) days from
CUSTOMER’s receipt of the complete, accurate and undisputed billing
invoice from SERVICE PROVIDER.

The Service Provider Cost shall be paid by CUSTOMER subject to such

payment terms as stipulated and after receipt by CUSTOMER of the
complete, accurate and uncontested billing of SERVICE PROVIDER and
other supporting documents.

6. Liability

CUSTOMER shall be liable for the following:

a. Any and all damages, losses, liabilities, obligations and claims,

monetary or otherwise, that may result, arise and accrue from
the performance of the services or any violation by CUSTOMER
of its warranties and obligations and the terms and conditions of
this Agreement;

b. Any loss or damage to SERVICE PROVIDER’s properties or

such properties for which CUSTOMER is accountable arising
from theft, pilferage, robbery, and other unlawful and
destructive acts occurring; and

c. Any and all damages, looses, liabilities, obligations and claims,

monetary or otherwise, for any accident or loss of life or injury
to third person or their property arising from, on the occasion of,
or in connection with the performance by CUSTOMER or any of
its Personnel.

7. Data Management

Pursuant to the Data Privacy Act of 2012, the SERVICE PROVIDER shall
gather, store and transmit information generated pursuant to this
agreement to CUSTOMER and to other entities that CUSTOMER shall
authorize SERVICE PROVIDER to transmit the same to SERVICE
PROVIDER shall do so strictly in the performance of the services required
from SERVICE PROVIDER under this Agreement and in accordance with
the guidelines which CUSTOMER may issue from time to time. SERVICE

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 PROVIDER shall not use the data or information gathered outside of the
business of CUSTOMER. This prohibition shall be in effect even after the
termination of this Agreement. Breach of this provision shall entitle
CUSTOMER to recover an amount equivalent to one hundred percent
(100%) of the SERVICE PROVIDER’s Service Fee as penalty.

Upon the termination of pre-termination of this Agreement, or upon a

violation of this Agreement by SERVICE PROVIDER, SERVICE
PROVIDER shall immediately submit and turn over all data gathered
under this Agreement to CUSTOMER without further need of demand.
Likewise, it shall submit a duly sworn to written certification to the effect
that it has withdrawn and erased in its database, records and / or files all
pertinent information gathered in the performance of the services required
from SERVICE PROVIDER under this Agreement. Failure to do so shall
entitle CUSTOMER to withhold the payment of any amount due to
SERVICE PROVIDER until this condition has been complied with.

8. Confidentiality

All Parties will treat the terms of this Agreement and all information and
data exchanged between the Parties as strictly private and confidential.

9. Warranties of SERVICE PROVIDER

In addition to all other responsibilities of SERVICE PROVIDER under this

agreement, SERVICE PROVIDER hereby warrants that during the
effectivity of this Agreement:

a. It has all the licenses, permits and authorizations required and

necessary for its lawful existence and operation and that all such
licenses, permits and authorization remain valid and subsisting.

b. Its registration with the Department of Labor and Employment

(“DOLE”) as SERVICE PROVIDER, pursuant to Department Order
No. 18-A, Series of 201, DOLE Department Order No. 174, Series of
2017, or any prevailing labor or any social legislation and / or
regulation implementing Articles 106 to 109 of the Labor Code, as
amended shall remain valid and subsisting. It shall religiously,
diligently, and promptly comply with all the requirements of the
DOLE to ensure that its registration will not be delisted, cancelled or
revoked for any reason.

c. It shall continue to possess substantial capital and, investment and

other paraphernalia, which it has, and will directly and actually use in
the conduct of its operations, and shall undertake its business on its
own account and responsibility.

d. It shall maintain its good standing as an independent business

enterprise financially capable of rendering to the public all the services
herein contracted.

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 e. It has complied and will continuously comply with all laws, rules and
regulation that are applicable to its or its business, equipment and
personnel.

f. It has no legal impediment to provide the services under this

Agreement and there is and will absolutely be no conflict of interest
caused or occasioned by its execution and implementation of this
Agreement.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under

hand and seal on this ___ February 2020.

Service Provider Customer

By:

__________________ ______________________
MARK JOSEPH A. KOOIJMAN CRISTIAN MUÑOZ

SIGNED IN THE PRESENCE OF:

__________________ ______________________

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 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

MAKATI CITY ) S.S

BEFORE ME, on this ___ day of February 2020 personally appeared the
following persons:

Name Competent Evidence of Issued

on/at Identity No.
1. MARK JOSEPH A. KOOIJMAN FC7343386 Manila/ 6 April 2016

2. CRISTIAN MUÑOZ

Known to me and by me known to be the same persons who executed the

foregoing Agreement consisting of 10 pages including this page where this
acknowledgement is written and acknowledged to me that the same is his own
free and voluntary act and deed.

Witness my hand and notarial seal on the date and at the place first above
written.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020.

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ANNEX A

The Services to be provided by the SERVICE PROVIDER for the CUSTOMER are
as follows:

SERVICE AGREEMENT BACK OFFICE ASSISTANCE START DATE :

JAN 1, 2020
NOTES
LETTERS AND CORRESPONDENCE
Cover Letters for Permit Applications
Cover Letters for Certifications
Cover Letters for Special Permits/ Concern
Security Concerns/ Complaints/Incidents
Request for Baranggay Assistance for Events

PERMITS
Baranggay Permit Processing
Mayors Business Permit
Special Business Permit ( Pop Up Events)
Locational Clearance
Fire Dept Permits
Sanitation and Health
Special Permits for Renovation
Special Permits for Signages
Grants/ Partnership with Cityhall
Other Letters to City Govt

BANKING
Bank Account Opening
Payroll and ATM
Bank Request Letter
Bank Forms
PayMaya
Unionbank POS
Gcash
Online Banking /Corporate Card / ATM
ACCOUNTING
Tax compliance services
Monthly withholding taxes and annual information returns (compensation,
final and expanded)
Quarterly fringe benefits tax
Monthly and quarterly value added tax
Quarterly and annual corporate income tax
Documentary stamp tax

Book keeping
Bookkeeping
Recording of monthly transactions in the registered books of accounts
Preparation of monthly trial balance, balance sheet, income statement, cash
flows and account schedules/reconciliations
Cash management

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Invoice and payment processing
Preparation of monthly bank reconciliation
Payroll services
Processing of bi-weekly/semi-monthly/monthly payroll
Processing of 13th month pay and other bonuses
Calculation of withholding taxes on compensation and remittance thereof to
the BIR
Calculation of statutory contributions and remittance thereof to SSS, PHIC
and HDMF
Processing of other payroll related deductions such as loans, advances and
remittance thereof to SSS, PHIC, HDMF and other parties
Preparation of individual employee payslips or maintenance of electronic
payslips
Calculation of final pays of resigned employees including issuance of BIR
Form 2316 and certificates of contributions to SSS, PHIC and HDMF
Year-end annualization including issuance of BIR Form 2316 and
submission to the BIR of the duly signed BIR Form 2316 of employees
qualified as substituted filer

RECRUITMENT AND HR
Assist GM in hiring proccess
Provide DSH with Necessary Employment Forms
Provide DSH with Employment Contracts
Provide DSH Employees IDs / Access Card
Assistance in Getting Individual Working Permit
Assistance in Creating DSH Handbook
Others:
Shared
Coordination of Repairs/Maintenance Service /
Schedule
Coordination of Meetings between DSH and GMK
Facilitaion of Meeting Between Service Providers

Assist Start Up Businesses Under DSH (to be charged separately as needed)

1. Employment: Employ officers and employees on behalf of the Customer.

2. Utilities: Secure utility connections and measure and pay utilities (water and
electricity).

3. WIFI: Secure WIFI connection and provider and measure and pay WIFI fees.

4. Permits and Licenses: Secure permits and licenses for the hotel operations of
the CUSTOMER.

5. Taxes and Fees: Pay relevant taxes and fee on behalf of the Customer.

6. Other Costs & Expenses.: Pay relevant costs and expenses related to the
operations of the Customer in the Philippines.

7. Assign fees to be paid by each individual tenant in the property including

but not limited to utilities, internet, cleaning of common premises, toiletries

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 supply, temporary parking, pest control, insurance, building maintenance,
insurance. The Parties shall discuss the figures and splits to pass on based
on the number of square meters.

8. Administrative services per number of hours/ days shall be determined and

agreed upon by the Parties.

9. Sublease of the property and permits to third parties, which shall be subject
to a separate fee arrangement to be agreed upon between the Parties.

10.Potential service provided by the Service Provider to third parties which fee
and agreement/ arrangements will be jointly set between the Parties.

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