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Freelance Partner Agreement

Project: PLDT Products and Services

The undersigned FREELANCE PARTNER hereby agrees to the terms and conditions of this Freelance Partner Agreement with NEO-TECH ASIA DISTRIBUTION INC., a corporation organized and existing under the laws of the Philippines, with principal address at CWI Corporate Center, 1050 Quezon Avenue, Quezon City (“NADI”).

A. Scope of the Agreement and Obligations of the Freelance Partner

  1. The FREELANCE PARTNER shall solicit and/or refer to NADI, subscribers and/or subscriber applications for the availment of products and services of PLDT Inc., within the territorial area agreed upon with NADI.
  2. The FREELANCE PARTNER shall inform NADI in the event he/she is able to refer and/or solicit subscriber applications and shall assist NADI with the activation of the subscriber account.
  3. The FREELANCE PARTNER warrants the accuracy and authenticity of all information in the subscriber documents it submits to NADI. The FREELANCE PARTNER shall not make any representation or warranty in its referral documents or subscriber documents which contain any untrue statement of a material fact or omits or shall omit to state a material fact necessary in order to make the statements of fact contained in the subscriber applications or documents not misleading.
  4. The FREELANCE PARTNER shall attend orientations, seminars, and training required by NADI in connection with the solicitation and/or referral of subscriber applications for PLDT products and services.
  5. The FREELANCE PARTNER shall, at its sole judgment and discretion, determine the place, time, or method for the conduct of solicitation and referral of subscriber applications; provided that all such methods employed for the conduct thereof are not contrary to law, morals, good customs or public policy.
  6. The FREELANCE PARTNER shall exercise all reasonable care and diligence to prevent actions or conditions that could result in conflict with the best interest of NADI.
  7. The FREELANCE PARTNER shall take no action on behalf of NADI that would subject either of the parties to liability or penalty under any laws, decrees, rules, or regulations of any governmental authority.
  8. The FREELANCE PARTNER acknowledges that nothing shall prevent NADI from appointing other FREELANCE PARTNERs within the same territory or area of the FREELANCE PARTNER.
  9. The FREELANCE PARTNER agrees that NADI shall appoint a coordinator to monitor and oversee the compliance of FREELANCE PARTNER with this Agreement.
  10. The FREELANCE PARTNER shall not have any authority to collect any amount or fee from the subscribers in connection with any PLDT products and services.
  11. The FREELANCE PARTNER shall indemnify NADI, and shall hold NADI free from and harmless against any and all claims, loss, damage, or liability incurred by NADI arising from or by reason of or otherwise in connection with, any and all acts or omissions of the FREELANCE PARTNER, its employees, FREELANCE PARTNERs, and representatives, done in connection with or on the occasion of the performance by the FREELANCE PARTNER of activities under this Agreement and in the solicitation or referral of PLDT products and services.
  12. The FREELANCE PARTNER shall maintain the confidentiality of the provisions of this Agreement and any and all matters relative hereto or thereto, including the identity, information, and documents of all applicants and/or subscribers in accordance with the Data Privacy Act. All information and knowledge received by FREELANCE PARTNER under and by virtue of this Agreement, including information relating to the applicant/subscriber shall be deemed to be trade secret and confidential.

B. Commission

  1. Subject to FREELANCE PARTNER’s faithful compliance with all his/her obligations under this Agreement, NADI shall pay to FREELANCE PARTNER a commission in accordance with the schedule of commission and the manner of payment thereof as may be provided by NADI. The commission shall be subject to deductions as may be imposed by PLDT in connection with the non-payment of the subscriber account referred by FREELANCE PARTNER.
  2. NADI reserves the right to amend, modify, or change the commission without need of notice to FREELANCE PARTNER.
  3. All income taxes, value-added taxes, and other governmental taxes, fees, and charges which may be levied by the national and/or local government of the Philippines on account of the services of FREELANCE PARTNER shall be for the sole account of FREELANCE PARTNER. The commission shall be paid to FREELANCE PARTNER net of withholding taxes imposed by the government of the Philippines.

C. Independent Contractor and Relationship of the Parties

  1. The FREELANCE PARTNER is an independent contractor and is not an employee, agent, representative, joint venture partner, or trustee of NADI and/or PLDT. The FREELANCE PARTNER is not authorized to make any representation, contract, or commitment on behalf of NADI.
  2. NADI, its officers, directors, employees, and agents shall not, in any manner, be answerable or accountable for any damage to property, or accident or injury of any kind which may occur to any person while the FREELANCE PARTNER undertakes the obligations under this Agreement, nor for any injury, loss, or damage caused to any person or property arising from the act, omission, negligence, or carelessness, misconduct, dishonesty, fraud, malfeasance, or nonfeasance of FREELANCE PARTNER. FREELANCE PARTNER hereby warrants and undertakes to assume liability for and on account of any such injury, loss, or damage and to indemnify and save NADI, its officers, directors, employees, and agents, free and harmless from any claim whatsoever that may arise therefrom, without prejudice to NADI’s right to separately institute such actions, whether criminal, civil, or administrative, as it may deem proper against FREELANCE PARTNER for the above-mentioned matters or causes.

D. Term and Termination

  1. This Agreement shall be valid and binding until terminated by the parties pursuant to this Agreement.
  2. NADI may immediately terminate this Agreement at any time from execution hereof if, in its fair, reasonable, and sole determination, FREELANCE PARTNER has committed a material breach of this Agreement or a material breach of the policies, guidelines, rules, and regulations of NADI or PLDT in connection with PLDT products and services.
  3. Either party may terminate this Agreement, with or without cause or reason, upon three (3) days’ notice to the other party.

E. General Provisions

  1. The FREELANCE PARTNER authorizes NADI, its employees, duly authorized representatives, related companies, third-party service providers, and vendors to collect, use, process, and share the personal information or data, including sensitive personal information, of the FREELANCE PARTNER with any person or organization to perform the purposes of this Agreement, comply with the rules and procedures of PLDT in relation to PLDT products and services, pay the commission or fees due to the FREELANCE PARTNER, and comply with legal processes. The personal information of the FREELANCE PARTNER shall be retained throughout the duration of this Agreement and/or until expiration of the retention limit set by laws and regulations, unless withdrawn in writing by the FREELANCE PARTNER.
  2. This Agreement shall not be assigned, sub-contracted, or transferred by FREELANCE PARTNER.
  3. Any amendment to this Agreement shall be in writing and signed by the parties.
  4. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Philippines. Any dispute pursuant to this Agreement shall be brought exclusively before the proper courts of Quezon City, to the exclusion of all other courts.