FIT OUT AGREEMENT
This Fit Out Agreement (Agreement) is executed and entered into this ___ day of October 2021 at
________________________, by and between:
[Name of the Company], a company duly organized and existing under
the laws of the Philippines, with office address at [address], represented
herein by its authorized representative, [name] hereinafter referred to as
the “First Party”,
- and -
[Name of the Company], a company duly organized and existing under
the laws of the Philippines, with office address at [address], represented
herein by its authorized representative, [name] hereinafter referred to as
the “Second Party”.
Each individually shall be referred to as “Party”, and collectively as
“Parties”.
RECITALS
The First Party is engaged in the fit out, renovation and refurbishing of condominium units for the
general public.
The Second Party requires the services of a contractor to fit out condominium units that is under
its management.
NOW, THEREFORE, for in consideration of the foregoing premises and of mutual covenants and
agreements of the Parties hereto as herein stipulated, the Parties have agreed, as they do hereby
agree, to enter into an agreement for the purpose of performing the Project, according to the
following terms and conditions:
ARTICLE I. SCOPE OF WORK
1.1. The First Party shall furnish and supply all necessary labor, equipment and tools,
supervision and other facilities needed and shall perform everything necessary for the fit
out of condominium units managed by the Second Party.
1.2. In the performance of the Scope of Work by the First Party or any designated sub-
contractor, the First Party shall assign at site an engineer with prior experience in the said
work to supervise the aforementioned work in order to have minimal loss of time and to
ensure that the work is up to the standards of the Second Party.
ARTICLE II. CONTRACT PRICE
2.1 The First Party shall pay the Second Party the amount of [amount], exclusive of taxes.
2.2 The Contract Price shall not be subjected to escalation except due to work addition or
alteration, ordered by the First Party. It is understood that there shall be no escalation in
the price of materials.
ARTICLE III. TERMS OF PAYMENT
3.1. Upon the signing of this Agreement, the Second Party shall pay to the First Party a down-
payment equivalent to Five Percent (5%) of the Contract Price.
3.2. Upon completion of the work, the First Party shall receive the balance of the Contract
Price.
ARTICLE IV. ADJUSTMENT OF CONTRACT PRICE
4.1. Except insofar as the materials coming from out of the country are concerned, the Second
Party may order at anytime in writing additional work or alterations by correcting,
altering or deducting from the work to be undertaken or being undertaken by the First
Party. All such work shall be evidenced by Change Orders signed by the Second Party.
4.2. No claims for addition or deduction to the Contract Price herein stipulated by reason of
extra work or alteration in the scope of work shall be valid unless ordered in writing by
the Second Party.
4.3. Any value of Change Orders approved shall be considered as part of the Contract but
invoiced separately as Change Orders. The Parties shall agree on the cost of the additive
or deductive work prior to the implementation of the said work.
ARTICLE V. TIME OF COMPLETION
5.1. The First Party shall complete the scope of works within a period of two (2) months from
acceptance of the completed base course work.
5.2. Inclement weather and typhoons are covered under the overall construction period.
Hence, inclement weather and typhoon will not be considered as basis for contract time
extension.
5.3. In case work shall be delayed by force majeure, including but not limited to instances of
war, rebellion, strikes, epidemics, riots or acts of the civil or military authorities or signal
no. 3 typhoons hitting the project site, the First Party shall be granted time extension.
5.4. In case the First Party encounters any justifiable cause or reason for delay, the First Party
shall within ten (10) days from encountering such cause of delay submit to the Second
Party in writing a written request for time extension indicating the requested time
adjustment.
ARTICLE VI. WARRANTIES AND RESPONSIBILITIES OF THE
FIRST PARTY
6.1. In the performance of the work herein contemplated, the First Party shall comply with all
laws, decrees, ordinances, rules and regulations promulgated by the Government of the
Republic of the Philippines, its subdivisions, agencies and instrumentalities, and shall
indemnify and render the Second Party harmless and free from any violation thereof.
6.2. All licenses, permits and fees which may be due to the local or national government, the
local/city government on account of the performance and completion of the work
stipulated herein and fees for testing of materials and samples shall be paid for, and be
obtained by the First Party.
6.3. The workers employed for the works contracted for shall be the First Party’s exclusive
responsibility, including liabilities resulting from accidents, injuries, sickness or death
that they may suffer while performing their duties. There shall be no employer-employee
relationship between them and the Second Party. The First Party shall comply and strictly
observe all laws regarding workman’s health, minimum wages, hours of labor and other
laws relative thereto.
6.4. The First Party shall likewise hold the Second Party free and harmless against any and all
claims, losses, damages or injuries of whatever nature that may be filed or claimed
against the Second Party by any third party, or entity arising out of, or in connection with
the construction undertaken by the First Party.
ARTICLE VII. COMPLETION AND FINAL ACCEPTANCE
If the work done by the First Party is fully completed and in accordance with this Agreement, the
Second Party shall within thirty (30) days then issue a written certificate of acceptance thereof.
Upon issuance of such certificate of acceptance, the balance found to be due to the First Party
shall become payable, subject to retention.
ARTICLE VIII. ASSIGNMENT
This Agreement, and/or any of the payments to be due hereunder shall not be assigned in whole
or in part by the First Party nor shall any part of the works be sublet by First Party without the
prior written consent of the Second Party, and such consent shall not relieve the First Party from
full responsibility and liability for the work hereunder. If the Agreement is assigned or any part
thereof is sublet, the First Party shall indemnify and save harmless the Second Party from and
against any and all losses or expenses caused thereby.
ARTICLE IX. ARBITRATION
Any dispute arising in the course of the execution and performance of this Agreement by reason
of difference interpretation of any of the terms thereof and are unable to resolve the difference
amicably between themselves shall be submitted by either party to arbitration in accordance with
the provisions of the Arbitration Law, Executive Order No. 1008.
ARTICLE X. PROVISIONS
10.1. This Agreement shall not be amended, modified, altered or novated except by express
consent in writing or the parties.
10.2. All rights of the parties hereunder are separate and cumulative and no right whether or
not exercised shall be deemed to be exclusion of any rights and shall not limit or
prejudice any legal or equitable right which the parties may have.
10.3. This Agreement embodies the entire understanding between the Parties and supersedes
and replaces any and all oral or written communications between the Parties in relation to
the subject matter hereof. Neither Party shall be liable for any statement, representation,
promise, inducement or understanding of any kind or nature not set forth herein.
IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures to
this Agreement on the date and place stated above.
[NAME] [NAME]
By: By:
Authorized Representative President
SIGNED IN THE PRESENCE OF:
________________________________ _______________________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
CITY OF ________________________ ) S.S.
Before me, a Notary Public in and for the above jurisdiction, this ____ day of
__________________appeared the following and presented their government issued ID’s, all
known to me and to me and acknowledged before me that the same is their free and voluntary act
and deed, and that of the company in whose behalf they have acknowledged the same:
NAME ID NO.
WITNESS MY HAND AND NOTARIAL SEAL on the date and in the place above
written.
NOTARY PUBLIC
Doc. No. : __________
Page No. : __________
Book No.: __________
Series of 2021.
