AGREEMENT OF PARTNERSHIP

KNOW ALL MEN BY THESE PRESENTS:

This Partnership Agreement, entered into on ____________________, is

made and executed by and among:

1. ROBERT B. GUBAT, of legal age, Filipino, married and resident of

____________________________________;
2. ROY FUSCABIO, of legal age, Filipino, married and resident of
____________________________________;
3. DIOSCOROSO D. MASALTA, of legal age, Filipino, married and resident of
____________________________________; and
4. _________________________, of legal age, Filipino, married and resident of
____________________________________;

hereinafter referred to as PARTNER / PARTNERS.

WITNESSETH:

THAT the partners hereto wish to enter together into the business of
operating a Spa at ____________________________;

THAT the partners agree that upon the commencement date of this
partnership, they shall be deemed to have become partners in business. The
purposes, terms and conditions of this partnership are as follows:

NOW THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements set forth herein, the parties agree as follows:

Sec 1. Partnership Name. The name of the partnership shall be ________________.

Sec. 2. Principal Place of Business. The partnership’s principal office and place of
business shall be at _______________________________. The partnership shall
have such other or additional offices as the Partners may from time to time designate
in accordance with this agreement.

Sec. 3. Business and Purpose. The business of the partnership is set forth below
and includes any other business related thereto.

Purpose of business shall be ___________________________________________

___________________________________________________________________
___________________________________________________________________
___________________________________________________________________.

The business is likewise authorized to acquire properties of all kinds out of

the income earned from the partnership. Furthermore, the partnership shall have
authority and power to engage in any other activities necessary to conduct the
business partnership, including but not limited to arranging for and delivery contracts
of loan, deeds of mortgage, notes and other evidence of indebtedness, security
arrangements, and other security instruments.

Sec. 4. Partnership Term. The Partnership shall commence on the date of this
Agreement, and unless sooner terminated in accordance with this Agreement, shall
continue until dissolved by mutual agreement of the partners.

Sec. 5. Capital Contribution. The initial capital contribution of each partner to the
Partnership shall be made on the date of signing of this Agreement in the amount set
forth below after his or her name:
 Name of Partner Amount of Initial Contribution

ROBERT B. GUBAT 3,333 KD

ROY FUSCABIO 3,333 KD
DIOSCOROSO D. MASALTA 3,333 KD
(4th partner) 0 KD

TOTAL INITIAL CONTRIBUTION P 9,999 KD

Sec. 6. Partner/s’ Capital Account. An individual account shall be maintained for

each Partner and shall consist of his or her initial capital contribution, increased by
(a) additional capital contributions made by him or her and (b) his or her share of
Partnership profits and gains, and decreased by (i) distributions of profits and capital
to him or her, and (ii) his or her share of Partnership losses, deductions and credits.
Moreover, the fourth partner shall receive KD __________________ per month as
salary for his/her services in managing and operating the business.

Sec. 7. Profits and Losses. A division of profits and losses shall be made at such
time as may be agreed upon by the partners and at the close of each fiscal year. The
profits and losses of the partnership shall be divided between the partners according
to the above schedule.

Sec. 8. Control. The partners shall have exclusive control over the business and
each partner shall have equal rights in the management and conduct of the
partnership business. Any act beyond the scope of this partnership agreement or
any contract that may subject this partnership to liability in excess of
________________ shall be subject to the prior written consent of all partners;

Sec. 9. Disputes and Arbitration. Any difference arising as to the ordinary matters
connected with the partnership business shall be decided by a third party arbitrator
chosen and agreed upon by the partners.

Disputes that would jeopardize the business, contracts, or existing clients and cannot
be resolved by the partners within _________ days shall be submitted to a mutually
agreed upon arbitrator whose decision will be final. Any disagreement or differences
that may affect the management of the partnership business and would jeopardize
said business, contracts, or existing clients and cannot be resolved by the partners
within __________ days will be submitted to an arbitration process designed to
repair the partnership relationship and solve said difference or disputes.

Sec. 10. Sell Out. Should a partner decide to sell his/ her interests in the partnership
business to the remaining partner, said interests shall be valued at one half the
current business equity plus two (2) percent of the in effect cost of living percentage.

Sec. 11. Dissolution. In the event of retirement, expulsion, bankruptcy, death, or

insanity of a partner, the remaining partners have the right ti continue the business of
the partnership under the same name by THEMESELVES, or in conjunction with any
other person they select.

IN WITNESS WHEREOF, the parties have hereunto set their hands this
_______________ in the City of Tagbilaran, Bohol, Philippines.

ROBERT B. GUBAT ROY FUSCABIO

---partner--- ---partner---
___________________________ ___________________________
___________________________ ___________________________

DIOSCOROSO D. MASALTA ___________________________

---partner--- ---partner---
___________________________ ___________________________
___________________________ ___________________________
Signed in the presence of:

__________________________ __________________________
Witness Witness

ACKNOWLEDGMENT

Republic of the Philippines)

City of Tagbilaran ) S.S.

BEFORE ME, this ________________ in Tagbilaran City, Bohol, Philippines,

personally appeared ROBERT B. GUBAT, ROY FUSCABIO, DIOSCOROSO D.
MASALTA, and ____________________________ with their respective competent
proofs of identity written below their names, known to me to be the same persons
who executed the foregoing instrument and acknowledged to me the same is their
free act and deed.

This instrument which relates to an Agreement of Partnership consisting of

three (3) pages including this page on which this acknowledgment has been written,
has been signed by the parties and their instrumental witnesses on each page and
every page hereof.

WITNESS MY HAND AND SEAL.

Doc. No. ______;

Page No.______;
Book No.______;
Series of 2016.