January 26, 2015

NIGHTHAWK
GLOBAL BUSINESS PROCESS SERVICES, INC
th
7 Floor Octagon Bldg.
San Miguel Ave Pasig City
Attention: Mr. Edgar Menguito
President
Dear Mr. Menguito:
We hereby submit our proposal for the professional services to be rendered in connection
with the application for registration of Computerized Accounting System to BIR for your
Company.
Scope of Work
The scope of work will cover the following:
Part I.
1. BIR Registration of Computerized Accounting System
Management Responsibilities
The Companys management is responsible for the following:
1. Making available, promptly after requested by SCP, management decisions, approvals,
acceptances and such other information and assistance desired or required by SCP to
perform its obligations under the engagement;
2. Making the Companys employees available to and causing them to communicate with SCP
personnel during the business hours as SCP may reasonably request with respect to the
performance of its obligations under this engagement.
3.

Bearing ultimate responsibility for all policy and business judgment decisions relating to
accounting, financial, treasury, purchasing, HR and tax matters.

Professional Fees
Based on the scope of work, estimated time charges and consultants billing rate, we propose to bill
you Php 60,000 However in view of our objective to have a long -term business relationship with your
Company we will bill you only our discounted fee of Php 50,000.
Our fee is exclusive of 12% VAT and Out-of-pocket expenses which is 10% of professional fee such
as transportation, supplies, photocopying, communication, etc. shall be charged to the Company. "We
wish to point out that we are not obligated to submit the supporting documents to our out-of-pocket
expenses." Filing and registration fees payable to government in relation to business registration shall
be charged to the Company as well.
Billing is payable 50% upon confirmation of engagement and 50% upon completion. Invoices unpaid,
15 days past the billing date may be deemed delinquent, and are subject to an interest charge of 2%
per month. We reserve the right to suspend our services or to withdraw from this engagement in the
event that any of our invoices are deemed delinquent. In the event that any collection action is
required to collect unpaid balances due to us, you agree to reimburse us for our costs of collection,
including attorneys fees.

If we elect to terminate our services for nonpayment, or for any other reason provided for in this letter
our engagement will be deemed to have been completed upon written notification of termination, even
if we have not completed our report. All documents and files will be turn-over to the Company and you
will be obligated to compensate us for all time expended, and to reimburse us for all of our out-ofpocket costs, through the date of termination.
Timetable
The scope of work will take at least two (2) months from the complete submission of documents with
the BIR.
Deliverables
The deliverable for this engagement will be the Registered Computerized Accounting System.
Confidential Information and Limitation on Liability
With respect to this agreement and any information supplied in connection with this agreement and
designated by the disclosing party as confidential, SCP and its personnel agree to: (i) protect the
confidential information in a reasonable and appropriate manner and in accordance with any
applicable professional standards; and (ii) use and reproduce confidential information only to perform
its obligations under this agreement. This paragraph shall not apply to information which is (a) publicly
known; (b) already known to the recipient; (c) disclosed by the disclosing party to a third party without
restriction; (d) independently developed by recipient; or (e) disclosed pursuant to legal requirement or
order. SCP retains the right in any event to use the ideas, concepts, techniques, industry data and
know-how used or developed in the course of this engagement.
The Company acknowledges that: (i) SCP, the Company and others participating in this engagement
may correspond or convey documentation via internet e-mail unless the Company expressly requests
otherwise, (ii) no party has control over the performance, reliability, availability, or security of internet
email, and (iii) SCP shall not be liable for any loss, damage, expense, harm or inconvenience
resulting from the loss, delay, interception, corruption, or alteration of any internet e-mail due to any
reason beyond SCPs reasonable control.
SCPs maximum liability to the Company for any reason, including SCPs negligence, relating to the
services under this engagement shall be limited to the fees paid to SCP for the services or work
product giving rise to liability. The Company will indemnify and hold harmless SCP and its personnel
from any claims, liabilities, costs and expenses arising for any reason relating to the services under
this engagement. We wish to point out that the financial statements and tax declarations are still the
responsibility of the management. These terms shall continue to apply after the termination of this
engagement.
SCP shall not be authorized to sign any documents such as but not necessarily confined to contracts,
Business Registration Applications, BIR Returns, Applications to any Government Agencies and the
like in behalf of the Company, without any written documentation (ie. Special Power of Attorney,
Board Resolution, approval of authorization thru email) authorizing SCP as such.

Other Matters
The Company or any affiliates or officers shall not recruit, hire/employ, engage directly or indirectly
or make a job offer to any staff, employee or consultant during and within one (1) year after
completion of the engagement without SCPs prior written approval even if the staff is resigned or has
been separated from SCP within one year. Compensation must be paid for existing executive
placement fee at 23% total annual compensation package given to the employee whether resigned or
otherwise + 5% training and replacement costs as computed if the Company wish to hire the staff.
We are pleased to have this opportunity to be of service to you and trust that our association will be a
long and pleasant one.
Very truly yours,
SISON CORILLO PARONE & CO.
By:

NEIL U. SISON
Partner
CONFORME:
By

: _______________________

Date : _______________