Ogaro Contract (1) - No Sign
Ogaro Contract (1) - No Sign
Ogaro Contract (1) - No Sign
This Fixed Period Employment Agreement ("Agreement") entered into this 10th day of September, 2021, by and
between:
Optum Global Solutions (Philippines), Inc., a corporation organized and existing under the laws of Philippines,
with principal place of business at 5th to 10th Floors, Science Hub Tower 1, Block 38 Campus Avenue Corner Turin
St., McKinley
Hill Town Center, Fort Bonifacio, Taguig City, Philippines, represented by its Vice President – Human Capital
Partner, Rainier Y. Tan, hereinafter referred to as the "Employer";
- and -
WITNESSETH THAT:
WHEREAS:
(1) The Employer is engaged in the business of information technology services and information enabled
business processing services;
(2) The Employee has represented that he/she is qualified and willing to work for the Employer as a new fixed
period employee in the position of Prior Authorization (FTC) - Cebu City, Cebu;
(3) The Employer is interested in employing the Employee as a new fixed period employee in the position of
Prior Authorization (FTC) - Cebu City, Cebu;
NOW, THEREFORE, for and in consideration of the foregoing premises, the parties to this Agreement agree as
follows:
1. EMPLOYMENT
The Employer will hire the Employee as a new fixed period employee in the position of Prior Authorization (FTC) -
Cebu City, Cebu for the duration stated in clause 2.
The duties, responsibilities and work hours of the Employee are outlined in Annex "A", which is attached hereto and
made an integral part of this Agreement. The duties, responsibilities and work hours of the Employee may change
according to the needs of the Employer. The Employee recognizes the right and prerogative of the Employer to
change his/her duties, responsibilities and work hours according to the Employer's needs. Any change shall also form
an integral part of this Agreement as if agreed upon at the time of the execution of this Agreement.
The Employee further agrees to the implementation of any alternative work arrangements, such as flexible holiday
work schedule or compressed workweek, when necessary to meet the operational needs of the Employer and
exigencies of the client. The Employee also agrees to do such action, as may be necessary, for the effective
implementation of any alternative work arrangement adopted by the Employer.
2. TERM
The Employer agrees to employ the Employee and the Employee agrees to be employed by the Employer for a period
of 7 months & 12 dayss, specifically, from September 10, 2021 until April 22, 2022, unless the Employee's
employment is terminated in accordance with law or this Agreement.
For all services rendered by the Employee, the Employee shall receive a gross salary and such other compensation
and benefits as set forth in Annex "B", which is attached hereto and made an integral part of this Agreement. The
Employee's salary shall be paid in arrears, one-half on the 15th of the month and the other one-half on the 30th of
the month.
The Employee's salary shall be paid in cash, by bank check, by bank or postal transfer, or other means as determined
by the
Employer, from which shall be deducted, where applicable, Social Security System, Philippine Health Insurance
Corporation and Home Development Mutual Fund (Pag-IBIG Fund) contributions, withholding taxes, and other
mutually-agreed or government-mandated deductions to be borne by the Employee.
Except for taxes and contributions mandated by law to be withheld by the Employer or for any government filings
required by law to be made by the Employer in connection with the salary and other compensation and benefits
arising from this employment, all other taxes and contributions and filings shall be the responsibility of and shall be
made by the you.
Notwithstanding any provision to the contrary, it is expressly agreed that any bonus, benefit or other payment given
by the Employer to the Employee in excess of that specified in this clause shall not be considered salary that the
Employee is contractually entitled to, but as a gratuity that the Employer reserves the right to discontinue or revise at
any time, at its sole discretion. Furthermore, incidents when the Employer gives any bonus, benefit or other
payment in excess of that specified in this clause shall not be considered as an established practice or precedent and
shall not form part of those due and demandable under this Agreement.
The compensation package defined in this clause shall comprise all that is due to the Employee and the latter shall
not be entitled to any other amount, bonus or benefit.
4. ASSIGNMENT
The Employee recognizes the Employer's right and prerogative to, without limitation, assign and re-assign him/her to
perform his/her duties and responsibilities, as well as other tasks, in any place and at any time as the Employer may
deem necessary and beneficial to its operations, including assignments to its related companies. Furthermore, the
Employer shall have the right to assign unilaterally its rights, interests and privileges in this Agreement to another
party. The Employee consents to any future or subsequent transfer of his/her employment to another party.
The Employee binds himself/herself to comply with all rules and regulations that the Employer may issue from time
to time.
6. DISCIPLINARY MEASURES
The Employee recognizes the Employer's right and prerogative to impose disciplinary measures or sanctions, which
may include, but are not limited to, termination of employment, suspensions, fines, salary deductions, allowance
reductions, withdrawal of benefits, loss of privileges, for any and all of his/her infractions, acts or omissions,
irrespective of whether such infractions, acts or omissions constitute grounds for termination.
7. CODE OF CONDUCT
Effective the start of his/her employment with the Employer, the Employee shall terminate all other business
relationships or concerns with which he/she may be personally involved with. Without the prior written consent of
the Employer, the Employee shall not engage in any activity in the Philippines during or after working hours that is
not in pursuit of his/her duties or responsibilities under this Agreement.
The Employee also acknowledges that it is his/her duty and responsibility to be aware of the code of conduct of
the Employer, as well as the rules and regulations regarding his/her employment, and to fully comply with the same in
good faith.
This Agreement shall automatically terminate, without need of notice, at the end of the period defined in clause 2,
without prejudice to the right of the Employer to terminate this Agreement for causes provided under applicable law
or this Agreement.
Upon the termination of this Agreement at the end of the period stated in clause 2, the Employee hereby agrees that
the Employee is not entitled to any separation pay or retirement benefit, other than the accrued amounts due to the
Employee computed as of the end of the agreed period.
Aside from the just and authorized causes for terminating employment enumerated in Articles 282 to 284 of the
Labor Code of the Philippines and other laws, as may be amended from time to time, and notwithstanding any
provision to the contrary in this Agreement, the following acts and/or omissions of the Employee shall, without
limitation, similarly constitute just and authorized grounds for the Employer to terminate the Employee's employment
with the Employer and/or grounds for the Employer to impose disciplinary measures on the Employee:
a) Intentional or unintentional violation of the policies, rules and regulations of the Employer;
b) Commission of an act that results in the Employer to lose confidence in the Employee's ability to satisfactorily
perform his/her duties and responsibilities;
d) Commission of an act that may be considered as a crime or offense against a co-employee or the Employer itself;
e) Intentional or unintentional disregard of the disciplinary measures or sanctions imposed by the Employer;
f) Directly or indirectly participating, engaging and/or entering into unauthorized business arrangement involving
products and/or services of the Employer or products and/or services of the competitors of the Employer;
i) Breach of the requirement under this Agreement to comply with the U.S. Foreign Corrupt Practices Act and
Philippine anticorruption and anti-bribery laws, or commission of any act or conduct in violation of the U.S. Foreign
Corrupt Practices Act or any other applicable anti-bribery or anti-corruption law or regulation; and
The Employer may terminate this Agreement for any of the foregoing grounds by giving the Employee a written
notice of its intention to dismiss him/her and the particular acts or omission constituting the ground for his/her
dismissal. Unless a shorter period is allowed under applicable law and the Employer adopts the shorter period, the
Employee may answer the charges against him/her within five (5) days from receipt of such notice.
If the Employee refuses to acknowledge receipt of the notice, service of the notice to the Employee shall be
considered completed after the Employee is offered a copy of the notice.
The Employer shall afford the Employee an opportunity to be heard and to defend himself/herself with the assistance
of his/her representative, if he/she so desires. After giving the Employee ample opportunity to be heard and defend
himself/herself, the Employer shall, if the evidence so warrants, serve on the Employee a written notice of its
decision to terminate his/her employment.
In the event that the Employee wishes to terminate his/her employment for any reason or cause, he/she must give a
mandatory thirty (30) days written notice to the Employer prior to the effective date of termination. Nonetheless upon
complete discretion of the Employer, this 30-day notice requirement may be waived by the Company by requiring the
Employee to pay a sum at least equal to your base salary for 30 days instead.
Upon termination of his/her employment for any reason or cause, the Employee shall promptly account for, return,
and deliver to the Employer at the latter's main office, his/her identification cards, and all company property that may
have been assigned or entrusted to his/her care or custody.
Should the Employee have unpaid or pending obligations to the Employer, monetary or otherwise, upon the
termination of his/her employment for any reason or cause, the Employee expressly agrees and authorizes the
Employer to make the necessary deductions from the salary, bonuses and any other amounts or benefits that may be
due to him/her, to effect settlement or payment of his/her unpaid or pending obligations. This is without prejudice
to the right of the Employer to effect settlement or payment of the obligations of the Employee through other legal
means should the salary, bonuses and any other amounts or benefits due to the Employee be insufficient to cover
his/her unpaid or pending obligations.
By signing this Agreement, you hereby consent to the withholding of and deduction from your salary and from other
amounts to be paid in severance as expressed above.
9. INTELLECTUAL PROPERTY
"Intellectual Property" shall mean and include the Employer's letters patent, trade/service marks, whether registered
or unregistered, registered or unregistered designs, utility models, copyrights and related rights, including design
copyrights, applications for any of the foregoing, and the right to apply for them in any part of the world, discoveries,
creations, inventions or improvements upon or additions to an invention, know-how and any research effort relating
to any of the above mentioned, business names, whether registrable or not, moral rights, and any similar rights in
any country. Intellectual Property also includes Confidential Information as defined in this Agreement.
Title in and to all Intellectual Property, including any alteration or modification thereto, or any materials used or
made available by or on behalf of the Employer under this Agreement shall be and shall remain vested as the
absolute property of the Employer. The Employer does not grant the Employee any right to, or interest in, copyright
for or trademark or service mark relating to the Employer's identity. The Employee shall also not cause or permit
anything to be done which may damage or endanger any Intellectual Property of the Employer, or assist or allow
others to do so.
All records, documents, papers (including copies and summaries thereof) and works that are entitled to copyright
protection under Part IV of the Intellectual Property Code of the Philippines ("Works") which the Employee has made,
produced or developed during the term of employment and/or made produced or developed in the performance of,
or in relation to the employment, shall, together with all the worldwide right, title and interest in the copyright on all
the works, be and at all times remain the sole and exclusive property of the Employer.
The Employee hereby irrevocably and unconditionally waives all moral rights that vest in him/her (whether before, on
or after the date hereof) in connection with his/her authorship of any of the Works produced or developed in the
course of this Agreement, wherever in the world enforceable, including without limitation the right to be identified as
the author of any such Works and the right not to have any such Works subjected to derogatory treatment, provided
that the Employer shall not use his/her name, or the title of his/her Work, or his/her reputation with respect to any
version or adaptation of his/her Work which, because of alterations therein, tend to substantially injure the literary or
artistic reputation of another author. The Employer shall likewise not use the Employee's name with respect to Work
that he/she did not create. The Employee shall procure the relevant waivers from any party to comply with his/her
obligations in this paragraph.
Any invention, development, process, plan, design, formula, specification, program or any other matter or work
whatsoever, including but not limited to any applications to protect such matters or works (collectively "Inventions")
that are entitled to protection as a patentable invention, utility model or industrial design under Part II of the
Intellectual Property Code of the Philippines, which the Employee has made, developed or discovered, either alone or
in concert, during the term of this Agreement and/or which he/she has made, developed or discovered in the
performance of, or in relation to, the employment, shall forthwith be disclosed to the Employer and shall belong to
and be the absolute property of the Employer. The Employee agrees to keep and maintain adequate and current
records of all Inventions he/she has made or developed, which records shall be available to and remain the sole
property of the Employer at all times.
With respect to those rights in the Works and Inventions which do not belong to the Employer pursuant to this
clause but which were made (wholly or partly, either alone or in concert) using the Employer's facilities, materials or
equipment, or (wholly or partly, either alone or in concert) using information obtained during the term of this
employment, or else are works and inventions which are or may be relevant to or related to the Employer's existing or
future business (collectively "Employee Rights"), the Employee shall, at the request and cost of the Employer (and
notwithstanding the termination of this Agreement), forthwith license or assign (as determined by the Employer) to
the Employer the Employee Rights and shall deliver to the Employer all documents and other materials relating to
such Works and Inventions.
The Employee hereby agrees not to make, cause to be made or retain any copies of the Employer's Intellectual
Property, including Confidential Information, without the Employer's prior written approval. At any time upon
demand by the Employer and/or upon the termination of the employment (howsoever arising), or when you resign or
are suspended, the Employee shall promptly deliver to the Employer all original and copies of materials, records or
documents, including electronic copies thereof, made or complied by or delivered to the Employee during the
employment concerning the business, finances or affairs of the Employer, or any related corporation, including
Employer's Intellectual Property and Confidential Information. If requested to do so by the Employer, the Employee
will send to the Employer a signed statutory declaration or statement confirming and undertaking that he/she has
complied and shall comply with this clause.
The Employee shall, at the request and cost of the Employer (and notwithstanding the termination of this Agreement
or termination of employment), sign and execute all such documents and do all such acts as the Employer may
reasonably require related to the following:
a) to confirm the Employer's full right, title and interest in and to the Works and Inventions and to absolutely
vest on the Employer full right, title and interest in and to the Employee Rights that you and the Employer has
agreed from time to time to assign to the Employer in accordance with this Agreement;
b) to apply for and obtain in the sole name of the Employer (unless the Employer otherwise directs) any
patent, registered design, or other protection of any nature whatsoever in respect of the inventions and/or works in
any country throughout the world and, when so obtained or vested, to renew and maintain the same ("registered
rights"); c) to resist any objection or opposition to obtaining, and any petitions or applications for revocation of any
of the registered rights;
d) to bring any proceedings for infringement of any such registered
rights; and
e) otherwise give effect to the assignments, waivers or licenses contemplated under this clause.
The obligations under this clause shall survive the termination of this Agreement.
10. CONFIDENTIALITY
It is the responsibility of the Employee to ensure that no confidential information of the Employer shall be disclosed
to third parties unless the Employer authorizes the disclosure in writing. The Employee shall have the same
obligation with respect to confidential information belonging to a third party that may be disclosed to the Employee
by virtue of his/her employment with the Employer and that the Employer has the obligation to keep confidential.
The Employee shall not accept or use on behalf of the Employer any confidential information belonging to third
parties without the prior written consent of the Employer. He/ She shall not also use in this employment any
confidential information belonging to third parties that he/she may have obtained during his/her employment or
other relationships prior to this employment.
The Employee shall ensure that all information, records and documents belonging or pertaining to the Employer and
its affiliates and clients are kept confidential and that at no time shall any unauthorized disclosure or reproduction of
the same be made by the Employee or by anyone acting under the Employee's direction.
Any information, data, figures, sales figures, projections, estimates, customer lists, tax records, personnel history,
accounting procedures, promotions and the like shall be considered and kept as the confidential records of the
Employer and shall not be divulged to any person, firm, corporation or other entity, except with the written
authorization of the Employer; He/She shall at all times, even after the termination of this Agreement. cause, treat
as confidential any information on the Employer and shall not release any such information to any person, firm or
other entity, either by statement, deposition or as a witness, except upon the written authorization of the Employer.
The Employer shall be entitled to an injunction by any competent court or authority to enjoin and restrain the
unauthorized disclosure of such information;
a) In the event that the Employee is required by law, regulation or court order to disclose any confidential
information, he/she shall notify the Employer in writing of such requirement without making any disclosure and help
the Employer obtain a protective order or other appropriate remedy from the proper authority. The Employee agrees
that, if any disclosure is required by law, regulation or court order and the Employer is unable on a timely basis to
obtain a protective order or other applicable remedy from the proper authority, he/she shall furnish only that portion
of the confidential information that is legally required to be disclosed and shall exercise all reasonable efforts to
obtain reliable assurances that confidential treatment will be accorded the information disclosed.
Confidential Information is any information that the Employer considers to be confidential or any information that
may be used by third parties to the detriment of the Employer or the owner of the Confidential Information. The
Employee shall take the appropriate steps in handling all business information of the Employer to prevent the
unauthorized disclosure of the information.
The Employee's obligations under this clause shall survive the termination of this Agreement.
The Employee acknowledges that the Employer holds personal information and sensitive personal information
relating to its employees in its capacity as employer and in connection with the conduct of its business. Such
information are confidential and retained by the Employer only for as long as necessary for the fulfillment of these
purposes, as well as for the establishment, exercise or defense of legal claims, for other legitimate purposes, or as
provided by law.
The Employee has the right to access and correct any personal information in his/her personnel records, as well as
the right to lodge a complaint before the National Privacy Commission in case of violation of his/her data privacy
rights.
The Employer may share personally identifiable personal information about its employees with companies that work
for or with the Employer to provide employee benefits or to administer the Employer's records. Such companies are
required to keep the personally identifiable personal information provided to them confidential and to use the
information only to provide the services or fulfill the responsibilities they have been engaged to perform. The
Employer may also disclose any personally identifiable personal information about its employees as a consequence of
a sale of the assets or any shares of the Employer, or in preparation for any of these events, and pursuant to laws,
regulations, and court orders or subpoenas that may be received by the Employer.
The Employee hereby acknowledges that the Employer has informed him/her of the Employer's use of his/her
personal information in accordance with the relevant laws. He/ She hereby expressly authorizes the Employer to
collect, process and transfer employment related personal data about you that the Employer deems necessary in
order to effectively and efficiently administer his/her employment and conduct its business.
The Employee also understand and agree that the Employer has the right to monitor, record, access and use in any
way it deems fit all communications, documents, information, telephone conversations, voice messages, electronic
messages, or any part of information or message (whether in the form of data, texts, images, speech or any other
form) ("Communications") transferred via and/or stored on the Employer's network infrastructure and
telecommunications system, as well as the components of the same such as telephones, mobile phones, facsimile
machines, photocopiers, printers, personal organizers, computers and servers, as well as the applications running on
and services provided by these systems including e-mail and voicemail, Internet and Intranet, and file storage
facilities ("IT system"). He/She acknowledges that he/she has no expectation of privacy with regard to all these
Communications and when using the Employer's IT system.
The Employee agrees that, during his/her employment and for 2 months after its termination, he/she shall not,
directly or indirectly, engage in any other employment, activity or business that would compete or conflict with the
business of the Employer or any other activity or business that is similar or related to the activities performed by
him/her under this Agreement.
The Employee further agrees that he/she will not, directly or indirectly, at any time during a period of 2 months after
the termination of his/her employment with the Employer for any reason or cause:
a) Be employed by a company engaged in a business likely to compete with the business of the Employer for
which the Employee had responsibilities during his/her employment with the Employer, or create a similar business
or participate directly or indirectly in such business; this prohibition is applicable to the Philippines and any other
country where the Employee worked for the Employer;
b) Solicit the customers of the Employer or its affiliates, or deal with any individual or legal entity that was a
customer of the Employer or its affiliates at any time during 2 months preceding the Employee's effective departure,
for any business likely to compete with the business of the Employer or any business or activity that is similar or
related to the activities performed by the Employee under this Agreement;
c) Entice any employee of the Employer to leave his/her employment or any person not to have any
employment relationship with the Employer;
d) Render or engage in Competing Service, either on his/her own account or for any other person or entity, in
any country where the Employee provided services on behalf of the Employer during the last 2 months of his/her
employment with the Employer. The term "Competing Service" is defined as any involvement with the type of
products, processes or services with which the Employee, during the last 2 months of his/her employment with the
Employer or any of its affiliates, (i) worked or (ii) about which the Employee acquired or had access to Confidential
Information.
The Employee's obligations under this clause shall survive the termination of this Agreement.
In addition to the terms and conditions stated in this Agreement, the Employee's employment with the Employer is
also subject to the following conditions:
a) The satisfaction of the Employer with the results of the verification of the Employee's certificates, transcript
of records, personal particulars, credentials, and the background check on you, including criminal history record
search, education and employment verification. The Employee consents to the said verification and check, and holds
the Employer and any persons who participate in the verification and check free and harmless against any claim
arising from the said verification and check.
b) The satisfaction of the Employer with the results of any pre-medical employment check conducted upon the
Employee and completed prior to the commencement of his/her employment.
During his/her employment with the Employer, the Employee shall devote his/her best efforts and his/her entire time
to advance the interests of the Employer, and he/she shall not, without the prior written consent of the Employer,
directly or indirectly, alone or as a member of a partnership, or as an officer, director, or stockholder of any other
corporation, be engaged in or concerned with any other commercial duties or pursuits whatsoever.
It is understood that with respect to matters not covered by this Agreement, the provisions of the Labor Code of the
Philippines, its implementing rules and regulations, and special laws shall apply.
This Agreement represents the entire and only agreement and understanding between the Employer and the
Employee, and supersedes and cancels all previous oral or written agreements, negotiations and commitments
relating to the subject matter hereof and may not be amended or modified, in any manner except by an instrument
in writing signed by the parties to this Agreement.
17. ACCEPTANCE AND SEVERABILITY
The Employee acknowledges that he/she has carefully read, fully understood, and voluntarily enters into this
Agreement. The Employee also acknowledges that he/she is not subject to any restrictions that would prevent
him/her from working in the Employer and performing his/her duties and responsibilities pursuant to this Agreement.
In the event that the Employer should waive in writing any part of this Agreement or that any part hereof should be
determined to be unenforceable, the Employee shall not be relieved from the remaining provisions of this Agreement.
IN WITNESS WHEREOF, the parties to this Agreement have executed this document as of the date first mentioned.
_________________________ _________________________
ANNEX "A" Name : Lilian Labay Ogaro
Work schedule : The Employer may vary the work schedule stated here or require the Employee to work
additional hours or days depending on the needs of its operations.
The Employee may be required to render overtime work as the business needs may
arise, subject to payment under applicable Philippine law.
Subject to other relevant company policies, you will be paid a night shift differential
premium corresponding to the time you have rendered work between 10pm to 6am.
JOB DESCRIPTION:
MAIN DUTIES & RESPONSIBILITIES:
If you want to achieve more in your mission of health care, you have to be really smart about the business of health
care.
Challenge yourself, your peers and our industry by shaping what health care looks like and doing your life's best
work.(sm)
a) Abide by and perform to the best of his/her abilities all functions, duties and responsibilities to be assigned by the
Employer in due course;
b) Comply with the orders and instructions given from time to time by the Employer through its authorized
representatives;
c) Shall not disclose any confidential information in respect of the affairs of the Employer to any unauthorized
person.
____________________
Lilian Labay Ogaro
Date:
ANNEX "B"
Covers accidental death and dismemberment for eligible employees with rider for unprovoked
Group Personal
murder and assault up to twenty four (24) times monthly basic salary subject to limits
Accident (GPA)
respectively.