[ POEA MEMORANDUM CIRCULAR NO. 81, October 23, 1992 ]
SUBMISSION AND ADOPTION OF ESCROW AGREEMENT
Pursuant to Governing Board Resolution No. 2, series of 1992, the submission of the escrow agreement as a requirement for the evaluation of the application for issuance or renewal of license, may now be undertaken upon approval of the license and as a pre-condition for the release of the license certificate.
Further, the standard escrow agreement provided for under Memorandum Circular No. 36, series of 1991, has been amended to include provisions beneficial to all parties concerned. This amended escrow agreement has been approved and adopted after a series of consultations and dialogues with the banking sector.
Below is a copy of the amended escrow agreement for the adoption of all concerned.
This circular takes effect immediately.
Adopted: 23 Oct. 1992
ESCROW AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This escrow agreement, made and entered into in _____________________, Philippines, by and among: _______________________________, a company duly organized and existing under and by virtue of the laws of the Philippines and is an applicant for issuance/renewal of a license to engage in the recruitment and placement of overseas contract workers, with the registered principal office at _______________________________ represented by ________________________________ hereinafter referred to as the FIRST PARTY; _________________________________, a banking corporation duly organized and existing under the laws of the Philippines and licensed to do trust business, with principal office at ____________________________________ represented by ____________________________________ hereinafter referred to as the SECOND PARTY;
Philippine Overseas Employment Administration (POEA), an attached agency of the Department of Labor and Employment (DOLE), with principal office at POEA Bldg., EDSA corner Ortigas, Mandaluyong, Metro Manila, represented by ______________________________ hereinafter referred to as the THIRD PARTY:
WITNESSETH THAT
WHEREAS, the FIRST PARTY has applied for issuance/renewal of a license with the THIRD PARTY to engage in the recruitment and placement of overseas contract workers;
WHEREAS, Section 1-C and 17 C, Rule II, Book II of the POEA Rules and Regulations Governing Overseas Employment, as amended requires the deposit in escrow in the amount of Two Hundred Thousand Pesos (P200,000.00) to answer for whatever legal and valid claims an overseas contract worker (OCW) may lodge against the FIRST PARTY.
WHEREAS, on _____________________________ 19 ______, in compliance with the aforesaid licensing requirement, the FIRST PARTY has deposited in escrow with the ESCROW AGENT/SECOND PARTY, the sum of Two Hundred Thousand Pesos (P200,000.00), Philippine Currency, the receipt of which is likewise acknowledged by the latter; and
WHEREAS, for the final consummation of the above transaction, the parties hereto have obligated themselves individually to comply with certain conditions more particularly stipulated hereunder;
NOW THEREFORE, for and in consideration of the premises, and more specifically the mutual commitments herein set forth, the parties hereto have voluntarily agreed and covenanted as follows:
1. This Account shall, for all legal purposes, be designated as ESCROW ACCOUNT NO. _________________and under this designation, the SECOND PARTY shall conduct its affairs, hold and administer the deposit in escrow as provided herein;
2. That the deposit in the amount of TWO HUNDRED THOUSAND PESOS (P200,000.00) shall remain intact during the validity of the license for a period of two (2) years and an additional four (4) years if not renewed upon its expiration, or should the license be revoked or otherwise cancelled for whatever legal grounds; provided that in case of voluntary surrender or expiration of license, the release of the escrow deposit shall be allowed after posting of a surety bond of similar amount from an acceptable bonding company valid for four (4) years from expiration of license; and provided further that said escrow deposit may be subject to spot verification by duly authorized representatives of the THIRD PARTY;
3. That the deposit in escrow shall not be withdrawn or released except upon proper authorization/clearance by the THIRD PARTY and shall answer for all valid and legal claims of an overseas contract worker arising from recruitment violation or breach of the employment contract by the FIRST PARTY; In this connection, a written instruction to disburse issued by the THIRD PARTY with a copy of the final order/resolution upholding the claim of an overseas contract worker shall serve as the authority of the SECOND PARTY to disburse from the deposit in escrow to the worker identified therein the amount indicated; provided that the SECOND PARTY shall pay the claims on a "first come-first served" basis and the Order of Garnishment that is first served upon the bank shall be satisfied, irrespective of the date of the issuance of the writ of execution; provided further that where several claims are simultaneously presented on the same day, and the escrow deposit in not sufficient to pay the claims, the SECOND PARTY shall pay the claims on a pro-rata basis. It is understood however that the SECOND PARTY shall not be liable beyond the deposit in escrow in the amount of P200,000.00.
4. That in case the deposit in escrow is reduced by reason of enforcement of a final judgment/resolution arising from recruitment violations or breach of overseas employment contract duly adjudicated by the THIRD PARTY, the FIRST PARTY shall forthwith replenish the same within fifteen (15) days from notice by the THIRD PARTY provided that the SECOND PARTY shall at all times advise the THIRD PARTY whenever the escrow deposit is reduced or same is no longer intact; provided further that violation of the provision shall result in the suspension of license of the FIRST PARTY without further notice;
5. That the SECOND PARTY may invest the escrow deposit in government securities, provided that said escrow deposit shall be available anytime on demand by the THIRD PARTY for the purpose mentioned in paragraph 3 hereof;
6. That this Agreement shall in no case be pre-terminated without prior notice to and clearance by the THIRD PARTY; provided further that violation of this provision shall be sufficient cause for revocation of license of the FIRST PARTY; It is understood that this provision shall equally apply to transfer of account/re-designation of another bank which the FIRST PARTY may undertake; provided further that in case re-designation of another bank, the escrow deposit with the SECOND PARTY shall not be released unless appropriate clearance is issued by the THIRD PARTY.
7. That the SECOND PARTY, cognizant of the foregoing terms and conditions above stipulated, does hereby agree to act as ESCROW AGENT for the FIRST and THIRD PARTY and to discharge the duties and perform the undertakings in accordance therewith;
8. That the service fee to be due and payable to the ESCROW AGENT/SECOND PARTY in any event shall be for the account of the FIRST PARTY;
9. Any and all earnings from the investment and re-investments of the deposit in escrow hereof shall be for the account of the FIRST PARTY. The FIRST PARTY may withdraw periodically the earnings of the deposit in escrow;
10. Upon release and delivery of the entire escrow deposit to the party(ies) entitled thereto and the FIRST PARTY fails to replenish the same pursuant to paragraph 4 hereof, this Agreement shall terminate and the responsibilities of the SECOND PARTY as ESCROW AGENT under this Agreement shall likewise be terminated provided that the SECOND PARTY shall give notice of the termination to the THIRD PARTY within ten (10) days from the lapse of the period to replenish as provided in Section 4 hereof.
11. The SECOND PARTY shall not look into the veracity, genuineness or validity of the written authorization to release all or any portion of the escrow deposit or any document which it might receive pursuant to the provisions of this Agreement, or otherwise pass upon any requirement of such instrument that may be essential for its validity, the intent of the parties hereto being to assure the immediate release and delivery of all or any portion of the escrow deposit to whoever is entitled thereto when the same is authorized under the terms of this Agreement;
12. The SECOND PARTY is authorized and directed to disregard in its sole discretion any and all notices, directives and warnings that may be given to it by the other parties hereto or by any other person, firm, association or corporation which are not in accordance with the terms of this Agreement. It shall, however, obey the order, judgment or decree of any court and the National Labor Relations Commission (NLRC) in the exercise of its appellate jurisdiction, arising from the enforcement of final judgment/resolution of cases involving recruitment violations or breach of employment contract duly adjudicated by the THIRD PARTY, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to the parties hereto or to any other person, firm, association or corporation even if, thereafter, any such order, judgment or decree be reversed, modified, annulled, set aside or vacated;
13. The SECOND PARTY assumes no obligation or responsibility hereunder other than to hold the escrow deposit, keep the funds/monies invested or re-invested, and to release the same as herein provided. The SECOND PARTY shall not be bound by any agreement or contract between the FIRST PARTY and other parties, whether it has knowledge thereof or not, that will contravene its responsibilities hereunder;
14. The FIRST PARTY hereby agrees to indemnify and hold the SECOND PARTY free and harmless from any and all losses, damages, cost and expenses that may be incurred by it by reason of its compliance in good faith with the terms of this Agreement;
15. That the FIRST PARTY and the THIRD PARTY hold the ESCROW AGENT/SECOND PARTY free and harmless from any liability relating to its acts or performance as ESCROW AGENT in the absence of fraud, fault, negligence or bad faith on its part;
16. This Agreement shall not be altered or amended in any manner without the written consent of all the parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunder set their hands at the place above written on this __________________ day of _______________ 19______.
Further, the standard escrow agreement provided for under Memorandum Circular No. 36, series of 1991, has been amended to include provisions beneficial to all parties concerned. This amended escrow agreement has been approved and adopted after a series of consultations and dialogues with the banking sector.
Below is a copy of the amended escrow agreement for the adoption of all concerned.
This circular takes effect immediately.
Adopted: 23 Oct. 1992
(SGD.) FELICISIMO O. JOSON
Administrator
Administrator
KNOW ALL MEN BY THESE PRESENTS:
This escrow agreement, made and entered into in _____________________, Philippines, by and among: _______________________________, a company duly organized and existing under and by virtue of the laws of the Philippines and is an applicant for issuance/renewal of a license to engage in the recruitment and placement of overseas contract workers, with the registered principal office at _______________________________ represented by ________________________________ hereinafter referred to as the FIRST PARTY; _________________________________, a banking corporation duly organized and existing under the laws of the Philippines and licensed to do trust business, with principal office at ____________________________________ represented by ____________________________________ hereinafter referred to as the SECOND PARTY;
Philippine Overseas Employment Administration (POEA), an attached agency of the Department of Labor and Employment (DOLE), with principal office at POEA Bldg., EDSA corner Ortigas, Mandaluyong, Metro Manila, represented by ______________________________ hereinafter referred to as the THIRD PARTY:
WITNESSETH THAT
WHEREAS, the FIRST PARTY has applied for issuance/renewal of a license with the THIRD PARTY to engage in the recruitment and placement of overseas contract workers;
WHEREAS, Section 1-C and 17 C, Rule II, Book II of the POEA Rules and Regulations Governing Overseas Employment, as amended requires the deposit in escrow in the amount of Two Hundred Thousand Pesos (P200,000.00) to answer for whatever legal and valid claims an overseas contract worker (OCW) may lodge against the FIRST PARTY.
WHEREAS, on _____________________________ 19 ______, in compliance with the aforesaid licensing requirement, the FIRST PARTY has deposited in escrow with the ESCROW AGENT/SECOND PARTY, the sum of Two Hundred Thousand Pesos (P200,000.00), Philippine Currency, the receipt of which is likewise acknowledged by the latter; and
WHEREAS, for the final consummation of the above transaction, the parties hereto have obligated themselves individually to comply with certain conditions more particularly stipulated hereunder;
NOW THEREFORE, for and in consideration of the premises, and more specifically the mutual commitments herein set forth, the parties hereto have voluntarily agreed and covenanted as follows:
1. This Account shall, for all legal purposes, be designated as ESCROW ACCOUNT NO. _________________and under this designation, the SECOND PARTY shall conduct its affairs, hold and administer the deposit in escrow as provided herein;
2. That the deposit in the amount of TWO HUNDRED THOUSAND PESOS (P200,000.00) shall remain intact during the validity of the license for a period of two (2) years and an additional four (4) years if not renewed upon its expiration, or should the license be revoked or otherwise cancelled for whatever legal grounds; provided that in case of voluntary surrender or expiration of license, the release of the escrow deposit shall be allowed after posting of a surety bond of similar amount from an acceptable bonding company valid for four (4) years from expiration of license; and provided further that said escrow deposit may be subject to spot verification by duly authorized representatives of the THIRD PARTY;
3. That the deposit in escrow shall not be withdrawn or released except upon proper authorization/clearance by the THIRD PARTY and shall answer for all valid and legal claims of an overseas contract worker arising from recruitment violation or breach of the employment contract by the FIRST PARTY; In this connection, a written instruction to disburse issued by the THIRD PARTY with a copy of the final order/resolution upholding the claim of an overseas contract worker shall serve as the authority of the SECOND PARTY to disburse from the deposit in escrow to the worker identified therein the amount indicated; provided that the SECOND PARTY shall pay the claims on a "first come-first served" basis and the Order of Garnishment that is first served upon the bank shall be satisfied, irrespective of the date of the issuance of the writ of execution; provided further that where several claims are simultaneously presented on the same day, and the escrow deposit in not sufficient to pay the claims, the SECOND PARTY shall pay the claims on a pro-rata basis. It is understood however that the SECOND PARTY shall not be liable beyond the deposit in escrow in the amount of P200,000.00.
4. That in case the deposit in escrow is reduced by reason of enforcement of a final judgment/resolution arising from recruitment violations or breach of overseas employment contract duly adjudicated by the THIRD PARTY, the FIRST PARTY shall forthwith replenish the same within fifteen (15) days from notice by the THIRD PARTY provided that the SECOND PARTY shall at all times advise the THIRD PARTY whenever the escrow deposit is reduced or same is no longer intact; provided further that violation of the provision shall result in the suspension of license of the FIRST PARTY without further notice;
5. That the SECOND PARTY may invest the escrow deposit in government securities, provided that said escrow deposit shall be available anytime on demand by the THIRD PARTY for the purpose mentioned in paragraph 3 hereof;
6. That this Agreement shall in no case be pre-terminated without prior notice to and clearance by the THIRD PARTY; provided further that violation of this provision shall be sufficient cause for revocation of license of the FIRST PARTY; It is understood that this provision shall equally apply to transfer of account/re-designation of another bank which the FIRST PARTY may undertake; provided further that in case re-designation of another bank, the escrow deposit with the SECOND PARTY shall not be released unless appropriate clearance is issued by the THIRD PARTY.
7. That the SECOND PARTY, cognizant of the foregoing terms and conditions above stipulated, does hereby agree to act as ESCROW AGENT for the FIRST and THIRD PARTY and to discharge the duties and perform the undertakings in accordance therewith;
8. That the service fee to be due and payable to the ESCROW AGENT/SECOND PARTY in any event shall be for the account of the FIRST PARTY;
9. Any and all earnings from the investment and re-investments of the deposit in escrow hereof shall be for the account of the FIRST PARTY. The FIRST PARTY may withdraw periodically the earnings of the deposit in escrow;
10. Upon release and delivery of the entire escrow deposit to the party(ies) entitled thereto and the FIRST PARTY fails to replenish the same pursuant to paragraph 4 hereof, this Agreement shall terminate and the responsibilities of the SECOND PARTY as ESCROW AGENT under this Agreement shall likewise be terminated provided that the SECOND PARTY shall give notice of the termination to the THIRD PARTY within ten (10) days from the lapse of the period to replenish as provided in Section 4 hereof.
11. The SECOND PARTY shall not look into the veracity, genuineness or validity of the written authorization to release all or any portion of the escrow deposit or any document which it might receive pursuant to the provisions of this Agreement, or otherwise pass upon any requirement of such instrument that may be essential for its validity, the intent of the parties hereto being to assure the immediate release and delivery of all or any portion of the escrow deposit to whoever is entitled thereto when the same is authorized under the terms of this Agreement;
12. The SECOND PARTY is authorized and directed to disregard in its sole discretion any and all notices, directives and warnings that may be given to it by the other parties hereto or by any other person, firm, association or corporation which are not in accordance with the terms of this Agreement. It shall, however, obey the order, judgment or decree of any court and the National Labor Relations Commission (NLRC) in the exercise of its appellate jurisdiction, arising from the enforcement of final judgment/resolution of cases involving recruitment violations or breach of employment contract duly adjudicated by the THIRD PARTY, and it is hereby authorized to comply with and obey such orders, judgments or decrees and in case of such compliance, it shall not be liable by reason thereof to the parties hereto or to any other person, firm, association or corporation even if, thereafter, any such order, judgment or decree be reversed, modified, annulled, set aside or vacated;
13. The SECOND PARTY assumes no obligation or responsibility hereunder other than to hold the escrow deposit, keep the funds/monies invested or re-invested, and to release the same as herein provided. The SECOND PARTY shall not be bound by any agreement or contract between the FIRST PARTY and other parties, whether it has knowledge thereof or not, that will contravene its responsibilities hereunder;
14. The FIRST PARTY hereby agrees to indemnify and hold the SECOND PARTY free and harmless from any and all losses, damages, cost and expenses that may be incurred by it by reason of its compliance in good faith with the terms of this Agreement;
15. That the FIRST PARTY and the THIRD PARTY hold the ESCROW AGENT/SECOND PARTY free and harmless from any liability relating to its acts or performance as ESCROW AGENT in the absence of fraud, fault, negligence or bad faith on its part;
16. This Agreement shall not be altered or amended in any manner without the written consent of all the parties hereto.
IN WITNESS WHEREOF, the parties hereto have hereunder set their hands at the place above written on this __________________ day of _______________ 19______.
________________
FIRST PARTYANGELES T. WONG
Director, LRO
THIRD PARTY
ESCROW AGENT/SECOND PARTY