This MASTER SERVICES AGREEMENT (“MSA”) is made and entered into by and between NightOwl Consulting Philippines, Inc, a Delaware limited liability company, with its principal office address at 8 The Green Suite # 13648, Dover DE 19901 (hereinafter referred to as “NOC” or “Service Provider”), and you, the Client (“Client” or “you”). NOC and Client are sometimes referred to herein individually as a “Party” and collectively referred to as the “Parties”. 

 NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties agree as follows: 

1. SERVICES.

a. Client is engaging NOC to provide the services as described in the Initial Order Form or under this MSA and/or as further described herein. The Initial Order Form and Cost Estimate Addendum(s) (including Schedule A attached thereto), together with this MSA, form the entire agreement that applies to the Services.

b.  Please refer to Exhibit A below for the Schedule of Services.

2. TERM.

a. This MSA is effective as of the Effective Date of the Order Form and shall remain in full force and effect until terminated in accordance with, and pursuant to, any of the provisions in Section 10 below; provided that this MSA may not be terminated unless and until all Schedule of Services have expired or have been terminated according to their terms.

3. RELATIONSHIP.  

a. The Service Provider’s relationship with the Client is that of an independent contractor. Nothing in this MSA is intended, or should be construed, to create a partnership, agency, joint venture, or employment relationship between the Parties.

b. Neither Party is authorized to make any representation, contract, or commitment to a third party on behalf of the other. 

c. The employees that will be assigned to the Client to perform the Services under this MSA (hereinafter “Personnel”) shall, at all times, be considered the employees of the Service Provider to which it exercises the right to control and supervision over their performance. 

d. The Service Provider shall be fully responsible for its employees including but not limited to: 

i. Providing and ensuring safe and healthy working conditions; 

ii. Payment of wages and benefits; 

iii. Compliance with all employment, labor laws, wage and hour and any similar laws applicable to Service Provider and to any subcontractor in the provision of services hereunder. 

e. From time to time, when Client wishes to engage Service Provider to fill any positions with Service Provider personnel, Client will execute a Cost Estimate Addendum that will specify additional personal costs and other expenses related to the requirements of the Client. Each new addendum will supplement the original MSA.

4. GENERAL COVENANTS RELATING TO THE SERVICES. 

a.  Personnel.

i. The Service Provider commits to assign employees (“Personnel”) to the Client best suited for the positions expressed in the Cost Estimate Addendum based on the employees’ education, trainings, skill sets and working experiences.  

ii. The Client shall have direct access to Personnel for purposes of, among others, supplementary trainings, meetings, discussions, and reasonable requests in the performance of their assigned tasks. 

iii. Service Provider will be responsible for the individual time logs for recording actual attendance of Personnel and Service Provider will ensure that Personnel are engaged through the execution of a formal employment contract outlining both parties’ obligations, including an obligation for Personnel to comply with Client’s policies and procedures (except to the extent that same may be contrary to local laws).  

iv.  Service Provider will:

1. 1. 1.  comply with all laws, rules, and regulations pertaining to labor and employment as may be applicable in the circumstances;    
      2. pay all wages, salaries, and other benefits, as may be applicable, agreed, or necessary;
      3. comply with all statutory obligations in respect to taxation, fringe benefits tax, other withholdings, imposts and obligations.  

v. The Client agrees that the Service Provider will not be liable for any losses or damages suffered or claimed by the Client or any third party which arise from the performance (or lack thereof) of the employees assigned to it which are due to inadequate instructions and/or directions provided by the Client or a failure by the Client to provide appropriate (or any) instructions and/or directions to the employee(s) concerned, provided that, there is no fraud, gross negligence or willful misconduct on the part of the employee(s) concerned that is the immediate cause of such loss or damage. 

vi. Any issues or concerns with Personnel shall be directed through the Service Provider and the Service Provider has the sole right to discipline, suspend, and terminate any employee.  

b.   Data Privacy Laws. The Parties shall comply with the provisions of all data privacy laws, as applicable. Each Party will ensure that its systems, processes, and policies are, and will remain, compliant with the provisions of all applicable data privacy laws.  

c.  Reports. The Service Provider shall prepare reports and other materials as specified in Schedule “A”, if there be any, and as otherwise reasonably requested by the Client from time to time. 

d.  Financial Information. The Service Provider shall immediately notify the Client in writing of any event or condition that a reasonable person operating a business for profit would determine will result, or is likely to result, in a material adverse change to the solvency, financial condition or business operations of the Service Provider.  

5. FEES.

a.  In consideration of the Service Provider performing its obligations herein, the Client shall pay the Service Provider the undisputed fees and charges as specified under the invoice issued to Client within thirty (30) calendar days from date of receipt of the invoice. 

b. Estimated fees shall be set forth under the Cost Estimate Addendum, which shall be prepared for Client upon the execution of the Initial Order Form or any applicable Cost Estimate Addendum(s).

c.  A salary deposit may be collected from Client, as specified under the Cost Estimate Addendum. 

d. The Client shall, within five (5) business days from receipt of the invoice, notify the Service Provider in writing of any inaccuracy thereof, failing which, the invoice shall be deemed accurate and valid after the lapse of the five (5) business day period. In case of a timely dispute on the invoice, such amounts not subject of the dispute shall be due and demandable in accordance with Section 4 (a) above. 

e. Once the disputed amounts have been cleared, they shall be due and payable within the 30-day period in Section 4 (a) above, provided that, if the dispute is resolved beyond the 30-day period, then they shall be due and payable within ten (10) business days from resolution of the dispute. 

f. Any past due amount is subject to a 2% penalty per month until fully paid. 

g. All payments under this MSA shall be payable in U.S. Dollars (USD). When conversion of payments from any foreign currency is required, such conversion shall be set at an exchange rate equal to the weighted average of the rates of exchange for the currency of the country from which such payments are payable as published by the Bangko Sentral ng Pilipinas. To avoid volatility, once the exchange rate is set, it shall remain fixed for the applicable quarter. Notwithstanding the foregoing, if the exchange rate changes against U.S. Dollar by 5% or more, the Service Provider reserves the right to renegotiate the applicable exchange rate for the remainder of that quarter.  

h. Any excess PTO of the employee that can be paid out after December 31st of the year is the responsibility of the Client and payable on the January invoice.  

6. OWNERSHIP OF WORK PRODUCT. 

a.  The Service Provider acknowledges and agrees that any products or materials specifically produced or created by its employees because of work undertaken for the Client or Work Product will be the Client’s property immediately upon the production or creation of the Work Product. 

b.  The Client warrants that it owns or fully licenses all the materials it provides the Service Provider to use on its behalf and has the right to provide such materials to the Service Provider for use. 

c.  Each Party shall use the other Party’s products, materials, Systems Applications, Technical, and Procedural Documentation only for purposes of the fulfillment of its duties and obligations under this MSA. Neither Party shall reverse-engineer, sell or encumber the other Party’s products, materials, Systems Applications and Technical and Procedural Documentation for any reason or purpose. 

7. REPRESENTATIONS AND WARRANTIES.

Each Party represents and warrants to, and for the benefit of the other Party upon execution:  

a.  It is validly formed, existing and in good standing under the laws of the country or state wherein its principal office or any of its branches, if there be any, is located, and it is duly licensed or qualified to carry on its present business operations. 

b.  This MSA has been duly authorized, executed and delivered and constitutes legal, valid, and binding obligations enforceable against it in accordance with its respective terms and conditions.  

c.  It shall comply in all material respects with applicable federal, state, and local law or other applicable authority related to the performance by it of its obligations under this MSA. 

8. CONFIDENTIALITY.

a.  For purposes of this MSA, “Confidential Information” means any information: (i) designed as confidential, either marked in writing where possible, or identified as such and confirmed in writing, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure; or; (ii) which relates to a Party’s business affairs, clients, trade secrets, technology, research and development, or pricing.  

b.  The terms and conditions of this MSA shall also be deemed Confidential Information.  

c.  Both Parties shall: (1) maintain as confidential and shall not disclose, copy, share with other external parties, nor use for purposes other than the performance of their duties and obligations under this MSA, any Confidential Information of the other Part; (2) protect the Confidential Information of the other Party with the same degree of care it exercises to protect its own confidential information and to prevent the unauthorized, negligent, or inadvertent use, disclosure, or publication thereof; and (3) shall limit the use of, and access to, such Confidential Information of the other Party to their respective personnel whose use or access is necessary to affect the purpose of this MSA and who have executed confidentiality agreements substantially equivalent to the terms in hereof.  

d. The receiving party shall promptly notify the disclosing party of any unauthorized disclosure or use of the Confidential Information. The receiving party shall cooperate and assist the disclosing party in preventing or remedying any such unauthorized use or disclosure. The existence and terms of this MSA may not be disclosed by either party except as required: (ii) by applicable law; (ii) by its auditors, internal examiners, or government regulators; or (iii) to establish such party’s rights under this MSA, including to make such court filings as it may be required to do. Notwithstanding the foregoing, either party may disclose the existence and terms of this MSA to its affiliates, successors and assigns, and any other party that is under an obligation of confidentiality to such party. 

e.  Upon the expiration or termination of this MSA, the receiving party will return to the disclosing party or destroy all Confidential Information of the disclosing party in the receiving party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly. Upon the request of the disclosing party, the receiving party will certify in a writing signed by an officer of the receiving party that it has fully complied with its obligations under this Section 7. 

9. INDEMNIFICATION.

a.  Unless due to the gross negligence or willful misconduct of the other party, each party indemnifies and holds the other, its directors, officers and representatives, free and harmless, from and against any and all losses, damages, liabilities, actions, suits, proceedings and claims of whatever nature, including attorney’s fees or other expenses incurred, brought about by claims or charges from any individual, corporate entity, organizations, government agencies and instrumentalities or any other interested party, due to any act or omission or breach of any obligation in this MSA, or the fault or negligence of a party, its directors, officers, representatives, employees, authorized representatives, contractors, and the Personnel, when undertaking to perform instructions from the other, whether in relation to the terms of this MSA or not.  

b.  Client agrees to indemnify Service Provider, and its directors, officers and representatives, free and harmless, from and against any and all losses, damages, liabilities, actions, suits, proceedings and claims of whatever nature, including attorney’s fees or other expenses incurred, brought about by claims or charges from any individual, corporate entity, organizations, government agencies and instrumentalities or any other interested party, arising in any way as a result of instructions and/or directions provided by Client to Personnel, or a failure by Client to provide appropriate (or any) instructions and/or directions to Personnel.  

10. TERMINATION.

a.  Subject to Section 2(a), either party may terminate this MSA without cause, after one (1) year from the Effective Date hereof (“Initial Term”), upon written notice to the other party at least ninety (90) calendar days prior to the effective date of termination provided that all Client Global team members’ employment has been ended by the same period. 

b.  In the event of a breach by one Party of any of the provisions of this MSA, the other Party may terminate this MSA with cause upon written notice to the other Party at least thirty (30) calendar days prior to the effective date of termination, provided that, the breaching Party has been informed in the same written notice of such breach and was given an opportunity to cure the breach but failed to do so within the 30-day period. If the breaching Party is able to cure such breach to the satisfaction of the non-breaching Party, the terms of the MSA shall continue unaffected and the notice of termination for cause shall be deemed automatically rescinded. 

c.  Either Party may terminate this MSA upon written notice to the other Party effective immediately: 

i. Upon knowledge of the other Party’s liquidation, bankruptcy, or insolvency; or,

ii. In case of a material breach of this MSA that is considered by the non-breaching Party as incurable and that unless this MSA is terminated, such breach or continuing breach will cause irreparable loss and damage to the non-breaching Party. 

d.  Survival Rights. The termination of this MSA shall not release any Party of its obligations to: 

i. Pay any sum accrued as of the effective date of termination and therefore already owed to the other Party, whether or not it has been billed; and/or,  

ii. Perform any other duty or discharge any other liability incurred prior to the effective date of termination.  

11. FORCE MAJEURE.

Except for payment obligations due and demandable, neither Party shall be liable in any way for any loss, damage, delay, or failure of performance resulting directly or indirectly from any cause which is beyond its reasonable control, including but not limited to fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, water, insurrections, epidemics, pandemics or quarantine orders, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, transport strikes, acts or omissions of communications carriers, or any other cause beyond either Party’s control whether or not similar to the foregoing if such delay or failure continues for a period of more than 30 days the party not subject to the force majeure will be entitled to terminate this MSA by written notice to the other. 

12. DISASTER RECOVERY.

The Service Provider shall provide industry-acceptable backup procedures to continue operation in the event of catastrophic events that cause business interruptions. The Service Provider shall use commercially reasonable efforts at its own cost to resume business operations in the event of such a disaster as soon as reasonably possible.

13. GENERAL LIMITATION ON LIABILITY.

NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE DAMAGES OR OTHER DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF GOODWILL, LOST PROFITS, LOSS OF REVENUE, LOSS OF EXPECTED SAVINGS, OPPORTUNITY COSTS, LOSS OF BUSINESS, LOSS OF REPUTATION AND BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR TORT (INCLUDING NEGLIGENCE). 

OTHER THAN AN OBLIGATION TO PAY ANY AMOUNT DUE PURSUANT TO THIS AGREEMENT, IN NO EVENT WILL A PARTY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES EXCEED, IN THE AGGREGATE, THE AMOUNTS PAID OR PAYABLE BY THE CLIENT HEREIN IN ANY TWENTY-FOUR (24) MONTH PERIOD. THIS LIMITATION OF EACH PARTY’S LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. 

14. GENERAL PROVISIONS.

a.  Notice. All notices required under this Agreement shall be in writing and sent to the addresses and persons set forth below, or to such other addresses as may be designated by a party in writing. All notices shall be deemed received when: (i) delivered personally; or (ii) one (1) day after deposit with a commercial express courier specifying next day delivery, with written verification of receipt. 

If To Service Provider: 

Addressee: NightOwl Consulting Philippines Inc.

Attention: Agreement Notification  

Address: 8 The Green Suite #13648 

Dover, DE 19901  

Email: founders@nightowl.consulting

If To Client:  

  To the address Client provided on the Order Form. 

b.  Assignment. Neither Party shall, directly or indirectly, sell, transfer, or assign any or all of its rights or delegate performance of any of its obligations under this MSA to a third party, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Unless terminated by either Party by reason thereof, this MSA is deemed transferred or assigned without need of consent by the other Party: (i) in connection with a merger, corporate reorganization or sale of all or substantially all of its assets, stock or securities; or, (ii) to any entity which is a successor to the assets or the business of such Party, provided that, in the case of the Client, the Client has fully settled all of its payment obligations hereunder prior to the effectivity of such transfer or assignment, failing which, the transfer or assignment shall require the Service Provider’s prior written consent. 

c.  No Third-Party Beneficiaries. Nothing in this MSA is intended and therefore shall be construed to confer on any person or entity, other than the Parties herein, any rights, benefits, or remedies under or by reason of this MSA except in accordance with the immediately preceding section above. 

d.   Anti-Poaching Provision. During the Term of this MSA and one (1) year thereafter, the Client agrees not to (a) solicit, whether directly or indirectly, any employee of the Service Provider assigned to it for purposes of direct employment with the Client, or (b) actually employ directly, through a similar service provider or through any of its “Affiliates” (defined below). In the event of a violation by Client of this section, Client shall pay a “Recruitment Fee,” defined as the equivalent of twenty-five percent (25%) of the hired subject employee’s annual basic salary. For purposes of this MSA, an Affiliate of either Party shall mean any person or entity which Client or Service Provider, as applicable, directly or indirectly, through one or more intermediaries, owns or controls, is owned or is controlled by, or is under common ownership or control with. 

e.  Entire MSA. This MSA including all Schedules attached hereto and made integral parts hereof and any future Statements of Work, which shall be incorporated herein, constitute the entire agreement between the Parties and shall govern, among others, their relationship, duties and responsibilities, rights and obligations, and liabilities. It is expressly agreed and understood that there are no verbal agreements or understanding between the Parties or any of their agents or representatives affecting this MSA.  

f.  Multiple Counterparts. This MSA may be executed in multiple counterparts, each of which shall be deemed an original, but all of which collectively shall constitute one and the same instrument.

g.  Amendments. No amendments, revisions, modifications, alterations and/or variations of this MSA shall be valid and binding upon any Party unless entered into by a subsequent written agreement executed by the duly authorized representatives of both Parties.

h.  Applicable Law. This MSA shall be governed by, construed, and interpreted in accordance with the laws of the State of Delaware, excluding its conflict of laws rules except and to the extent that the laws of the state are preempted by applicable federal law.

i.  Dispute Resolution. The Parties must use their best endeavors to resolve any substantial dispute or claim arising out of the subject matter of this MSA or its performance, excepting a dispute or claim by Service Provider in relation to an overdue invoice, which has not been previously disputed by Client. A Party may at any time give the other Party written notice of a dispute. The other Party shall promptly acknowledge receipt of the notice and will provide a response within a reasonable time, but not later than thirty (30) days. Correspondence must each include a clear summary of arguments supporting the position, and what action (if any) that Party thinks will resolve the dispute. The Parties will engage in good faith business-to-business negotiations to resolve the dispute; provided that, should such negotiations fail, the Parties may pursue litigation, as provided herein.

j.  Venue and Jurisdiction. The Parties hereby agree that any suit, action or proceeding, or any legal action arising out of or in relation to this MSA shall be brought before the sole and exclusive jurisdiction of the federal and/or state courts of the State of Delaware. Notwithstanding the foregoing or anything else expressed or implied in this MSA, either Party may, at any time, seek injunctive or other equitable relief, wherever such Party deems appropriate, to protect or enforce such Party’s rights hereunder.

k.  Attorneys’ Fees and Costs. In the event of any litigation between the Parties arising out of or in relation to this MSA, each Party shall bear its own attorneys’ fees and costs, regardless of the litigation outcome or whether it proceeds to final judgment or determination.

l.  Severability. If any provision of this MSA is held by the proper court to be invalid or unenforceable, such invalidity will not affect the remaining provisions which shall be interpreted so as best to affect the intent of the Parties herein.

m.  No Waiver of Rights. No provision of this MSA shall be deemed waived by any Party unless such waiver is in writing and signed by both Parties’ duly authorized representatives. The failure or delay to exercise any right provided in this MSA shall not be deemed a waiver thereof nor shall any single or partial exercise of any other right preclude any further exercise of such right.

EXHIBIT A – SCHEDULE OF BASIC SERVICES

Services.

During the term of this MSA, the Service Provider agrees to provide the following administrative services for the Client as defined by the Client. The following is a list of potential key activities and tasks to be performed by the Service Provider, but the Client has the right to re-define, prioritize, eliminate, and replace them with other similar activities. The Client is responsible for the training of the Service Provider’s resources to deliver on these administrative services.

Personnel Type.

1. Dynamic Branch Support (hereinafter “DBS”): Recruitment, Hiring, Onboarding, HR & Payroll, Role Specific Training, Ongoing Employee Development, Ongoing Client Support. DBS employees work with mortgage branches and/or loan officers to directly support mortgage activities.

2. Strategic Operations Support (hereinafter “SOS”) Recruitment, Hiring, Onboarding, HR & Payroll, Ongoing Client Support. SOS employees work directly with clients to support their business activities, without the direct involvement of NOC Corporate team.

Key Activities

1. Talent Sourcing: Identifying potential candidates through various channels like job boards, LinkedIn, industry events, and referrals.

2. Screening and Assessment: Evaluating candidates’ skills, experience, and fit for the role through interviews, skill assessments, and background checks.

3. Client Needs Analysis: Understanding the client’s specific needs, including the roles to be filled, company culture, and specific industry requirements.

4. Candidate Presentation: Presenting the best-fit candidates to the client with detailed profiles and assessment results.

5. Interview Coordination: Arranging interviews between the client and selected candidates, and providing feedback to both parties.

6. Labor Compliance and Onboarding: Ensuring compliance with industry regulations and facilitating the onboarding process for new hires.

7. Post-placement Support: Providing ongoing support to both the client and the placed candidates to ensure a successful relationship.