AGENCY AGREEMENT

This Agency Agreement, hereinafter called the Agreement, is made and entered into
by and between NYD International Placement, Inc., hereinafter known as the First
Party, a corporation duly incorporated under the laws of the Republic of the
Philippines, duly represented by Rowena M. Paragas, President, with principal place
of business at Rm. 305 Jovan Condominium, 600 Shaw Boulevard, Mandaluyong City,
Philippines;
AND

IRENE R. SABBALUCA, Filipino, of legal age and residing at Blk. 31 Lot Phase 2,
Barangay Pinagsama Village, Western Bicutan, Taguig City, hereinafter called the
Second Party or Overseas Marketing Agent;

WITNESSETH

WHEREAS, the First Party has expressed desire to expand its overseas
recruitment services market in Japan and for this purpose to appoint an Overseas
Marketing Agent who can represent the First Party to employers, the Government of
Japan, and Philippine government offices in Japan;

WHEREAS, the Second Party has the qualifications and capacity to act as the
First Party’s representative and Overseas Marketing Agent in Japan, having had the
experience and network contacts as such;

NOW, THEREFORE, in consideration of the premises contained in this

Agreement, the First Party and the Second Party hereto agree and stipulate as
follows:

APPOINTMENT

The First Party hereby appoints the Second Party as its Overseas Marketing Agent
and Representative in Japan and the Second Party accepts such appointment in
accordance with this Agreement.

ASSIGNMENT OF RIGHT

With certain limitations stated herein, the First Party hereby assigns the Second Party
the right to market and offer for a fee the services of the First Party to Japanese
employers in accordance with the terms and limitations stated in this Agreement.

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COVERAGE

The First Party shall only market and offer for a fee the services of the First Party
within the territory of Japan.

The First Party reserves the right to enumerate the services and to add to or subtract
from such enumeration of services that the Second Party is authorized to offer to
employers within the territory of Japan.

EXCLUSIVITY

The Second Party shall be the exclusive party authorized to market the services of the
First Party and the First Party shall not appoint an Overseas Market Agent or
Representative in Japan during the effectivity of this Agreement. Likewise, the Second
Party shall not act as Overseas Market Agent or Representative of any Philippine
company with a business similar to the business of the First Party.

DURATION, RENEWAL OR EXTENSION

This Agreement shall commence upon the date of signing and continue until either
Party terminates this Agreement in writing.

Upon such termination, the Second Party shall cease marketing and offering for a fee
the services of the First Party and shall continue to abide by the obligation of
refraining from sharing with any third party any of the First Party’s confidential
information.

RESPONSIBILITIES OF THE SECOND PARTY

The Second Party, in offering the services of the First Party, shall:

1. Act with diligence and devote reasonable time and effort to fulfill the duties of
identifying prospective employers of overseas Filipino workers in Japan, of
concluding manpower recruitment agreements with such employers, and of
completing proper and relevant documentation requirements involving the
recruitment of overseas Filipino workers to Japan;

2. Maintain reasonable technical and practical knowledge with regard to the

services of the First Party;

3. Utilize promotional materials provided by the First Party for the purpose of
marketing and selling the First Party’s services;

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 4. If requested by the First Party, attend and participate in job fairs, trade shows,
and conventions related to the services of the First Party;

5. Attend to welfare cases involving the overseas Filipino workers recruited and
deployed by the First party to Japan, including their repatriation, if needed
and necessary;

6. Promptly respond to all communications by Japanese employers and the First

Party regarding the latter’s services;

7. Reasonably assist the First Party with regard to any and all collection matters
as requested by the First Party;

8. Travel to the Philippines, if necessary and upon the request of the First Party
for meetings and consultations; to accompany employers; and to attend to
repatriation and welfare cases involving the OFWs recruited and deployed by
the First Party. In such instances, the expenses of the Second Party relative to
the travel shall be borne by the First party; and

9. Prepare and maintain any report and documentation, as requested by the First
Party.

RESPONSIBILITIES OF THE FIRST PARTY

The First Party shall:

1. Act with diligence and devote reasonable time and effort to fulfill its
responsibilities to employers brought directly to it by the Second Party;

2. Promptly act on the request of the Second Party for meetings, documents,
and other similar requirements that would lead to a successful conclusion of
business with employers brought by the Second Party;

3. Travel to Japan, whenever necessary as determined by the Second Party, to

conclude agreements with prospective employers of overseas Filipino workers
in Japan, or to attend and participate in job fairs, trade shows, and
conventions related to overseas recruitment and deployment;

4. Endeavor to obtain technical and practical knowledge with regard to the

business of Japanese employers brought by the Second Party;

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 5. Provide the Second Party with relevant expertise, support, and resources that
could be utilized by the Second Party to promote the services of the First
Party;

6. Support the Second Party in addressing welfare cases involving the overseas
Filipino workers recruited and deployed by the First party to Japan, including
their repatriation, if needed and necessary;

7. Promptly respond to all communications by Japanese employers and the

Second Party regarding overseas recruitment; and

8. Pay the Second Party remuneration as stipulated in this Agreement.

REMUNERATION

The First Party shall pay the Second Party remuneration in the form of a commission
share equivalent to forty percent (40%) of net service fees collected by the First Party
from clients identified and brought directly through the efforts of the Second Party.
“Net service fee” shall be the amount of service revenues less any reasonable
expenses such as remittance fees, bank charges, training fees, documentation and
processing fees, OFW insurance fees, and other similar or related expenses.

Should this Agreement be terminated for any reason, the First Party shall pay the
Second Party only for revenues made prior to the Agreement’s termination date.
In the event that the Second Party is paid commission share payments for service
revenues that are subsequently refunded, charged back, or for which the First Party
fails to realize an income, the Second Party shall offset any future commission share
equivalent to the amount paid by the First Party.

Payment of commission share shall be made by the First Party to the Second Party
monthly and five days after a service fee remittance is recorded by the First Party.

CONFIDENTIALITY

The Second Party shall not disclose to any third party any detail regarding the
business of the Second Party, including, without limitation, any information regarding
any of the First Party’s customer information, business plans, or price points.

The Second Party shall not make copies of any confidential information or any
content based on the concepts contained within the confidential information for
personal use or for distribution unless requested to do so by the First Party and not
use confidential information other than solely for the benefit of the First Party.

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Immediately upon termination of this Agreement, the Second Party shall return to
the First Party any document pertaining to the First Party’s business or any of its
trade secrets which are in the possession of the Second Party.

INDEMNIFICATION

The Second Party agrees to indemnify, defend, and protect the First Party from and
against all lawsuits and costs of every kind pertaining to any violation of the law, this
Agreement, or the rights of any third party by the Second Party while acting pursuant
to this Agreement. Such costs include but are not limited to reasonable legal fees.

APPLICABLE LAW

This Agreement and the interpretation of its terms and conditions shall be governed
by and construed in accordance with the laws of the Republic of the Philippines and
subject to the exclusive jurisdiction of Philippine courts.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, both
Parties by its duly authorized officer, as of the day and year set forth below.

Signed for and on behalf of Signed for and on behalf of

By: ______________________ By: ________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

_____________________________ ) S. S.

I certify that on this 21st day of March 2019, before me, a notary public duly
authorized in the city named above to take acknowledgments, personally appeared

Name Competent Evidence Date/Place

of Identity/Passport Issued

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who were identified by me through competent evidence of identity to be the same
persons described in the foregoing instrument, who acknowledged before me that
their respective signatures on the instrument were voluntarily affixed by them for the
purposes stated therein, and who declared to me that they have executed this
instrument as their free and voluntary act and deed and that they have the authority
to sign on behalf of their respective principals.

IN WITNESS WHEREOF, I hereunto set my hand and affix my notarial seal this 21st
day of March 201o in the City of Manila, Philippines.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2019.