By accepting the TERMS AND CONDITIONS, both parties agree to:

First Party represents ICS Staffing ( authorized to transact business by IMS Wellthcare)

Second Party represents “YOU” as Group Partner


1.      Create a partnership so they would mutually benefit from such relationship.

2.      As the need arises and with the consent of both parties, to allow utilization of each other’s resources to maximize growth potential;

3.      Abide by and follow the rules of the governing bodies that regulate their respective industries.

4.      As complementing businesses that represent each other’s industries with utmost professionalism and integrity, both companies in reasonable assumption shall open the door to other worthwhile and mutually beneficial ventures moving forward. 

A.     The FIRST PARTY ( hereby agrees to:


1.      Provide healthcare benefits dubbed as Exclusive Care Program (schedule of benefits is detailed in Annex A) to dependent/s and/or beneficiary/ies of the SECOND PARTY’s clients residing in the Philippines;

2.      Authorize the SECOND PARTY as the Marketing Representative for Exclusive Care Program to its network of Filipino clients residing and/or working offshore.

3.      Provide marketing and promotional materials as maybe deemed necessary by the SECOND PARTY in the pursuit of marketing activities.

4.      Conduct orientation and training sessions about the product to all appointed Agents, Sub-Agents upon the request of the SECOND PARTY;

5.      Provide 24/7 Customer Support System to assist customers of the SECOND PARTY. The support system would handle all concerns pertaining to after sales customer inquiries and service.


B.      The SECOND PARTY hereby agrees to:


      1.      To act as the Marketing Representative for Exclusive Care Program to its network of clients outside of the Philippines;

      2.      Answer all inquiries pertaining to the promotion, marketing and furtherance of business of Exclusive Care Program in the said areas in coordination with the FIRST PARTY.

      3.      To act as conduit that facilitates business between the representatives and the clients by providing support and assistance to its clients;

      4.      To facilitate the open flow of communication to all stakeholders (clients and provider);

      5.      To assist the FIRST PARTY in general in the furtherance of business.


C.      Contract Relationship

The relationship of the PARTIES for any legal purposes shall be as contracting parties (the FIRST PARTY as the healthcare provider and the SECOND PARTY as Marketing Representative). Furthermore, both parties agree to hold sacred the methods of marketing, sales and promotions formulated and developed by the distributor.

D.     Compensation


The FIRST PARTY commits to compensate the SECOND PARTY a basic commission of Thirty (30%) percent and a referrer fee of ten ( 10%) on all business generated and premium payments collected during the month by the SECOND PARTY and its team of Agents and Sub-Agents.

Both basic commission and overriding commission are due to the SECOND PARTY every eight (8th) calendar day of the month following the transaction & /or collection of premiums.

  The SECOND PARTY shall continue to receive both basic and overriding commissions as long as the premiums to the Exclusive Health Care plans are being paid and/or collected every month.


E.      Agreement’s Effectivity


This marketing agreement shall be effective from the date of execution hereon and shall remain in full force and effect unless terminated by any of the parties hereto upon thirty (30) days prior written notice to the other.

In the event of a termination of this contract, the SECOND PARTY shall continue to receive its compensation and benefits as described above, unless the cause of termination is a gross violation to the terms and conditions of this contract.

F.       Code of Ethics


The SECOND PARTY must observe strictly the rules of ethics and conduct as set forth by the FIRST PARTY in its relation with the sales force, clients and the FIRST PARTY to wit:


        ø  Conflict of Interest. A conflict of interest exists when the person’s private and professional interests interfere with the interest of offering the program to the target market. When the party simultaneously work for the competitor, customer or supplier of the company constitutes conflict of interest.

ø  Fair Dealings. Honesty, ethics and fairness must be observed at all times; act in good faith and engage in fair and open competition.

ø  Confidentiality. Both parties must maintain the confidentiality of information entrusted to both except when disclosure is authorized by the appropriate authorities.

ø  Compliance with Laws and Regulations. Both parties shall comply with the applicable governmental laws, rules and regulations at all times.

ø  Compliance Procedures. Mutual endeavor to ensure prompt and consistent action against violators of code.


In the event that the SECOND PARTY/ its agents misrepresented to clients in any form, the FIRST PARTY may at its option cancel this agreement with the SECOND PARTY after notifying the latter in writing. Misrepresentation is defined as the false statement of fact made by the party with regards to the benefits, coverage, product and profile of the company the party is representing. This may also include among others the false promises made by the party regarding the quality, scope of content of the company’s service.


Alternative Dispute Resolution

Any conflict that may arise in the interpretation and implementation of this memorandum of agreement maybe resorted first by a committee to be established both parties prior to any court action.


G.     Supplement / Amendment

At any time and from time to time the parties hereto may execute a supplement or amendment hereto in writing, for the purpose of adding provisions to or changing or eliminating provisions of this agreement as may be mutually agreed upon.