FOODSERVICE OPERATORSHIP AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Food Service Operatorsip Agreement (the “Agreement”) made and entered into by and
between:

MONDE NISSIN CORPORATION, a corporation duly organized and existing under the
laws of the Philippines with business address at 21 st floor, 6750 Building, Ayala
Avenue, Makati Metro Manila, Philippines, represented herein by its duly authorized
National Sales Director, MR. ROMEO L. MARANON, (the ”COMPANY” or “MNC);

- and –

BLUE OCEAN MARKETING SOLUTIONS, INC., a corporation duly organized and

existing under the laws of the Philippines with business address at Unit 2004 Medical
Plaza Makati, 102 Amorsolo Street corner Dela Rosa Street, Legazpi Village, Makati
City, represented herein by its Chief Executive Officer, DELIA V. DACANAY, (the
“FOODSERVICE OPERATOR”);

(each, a “Party” and collectively, the “Parties”).

WITNESSETH, That:

WHEREAS, MNC is the Main OPERATOR of and is engaged in manufacturing and distributing food
ingredients under the trademark (“LUCKY ME!” / “QUORN”) and marketing the food cart business
(“NOODLE POINT” / “MMMOODLES” / “GOOD MUNCH” ) (the “FOOD CONCEPT”);
Furthermore, MNC is the creator of the FOOD CONCEPT and the design of the foodcart business
model including:

(a) Menu offering

(b) Cooking Procedures
(c) Materials Handling and Storage
(d) Foodcart Structure Lay-out and Design
(e) Foodcart Operating Procedures
(f) Food Safety Guidelines
(g) Profit Margin Computation
(h) Sample Profit and Loss Statement

Detailed specifications of the items above are outlined in Annex A (“MANUAL”).

WHEREAS, the FOODSERVICE OPERATOR represents and warrants that it is duly licensed to engage in
the business of operating the FOOD CONCEPT, providing warehousing, , delivery, operate of kitchen
materials, equipment, and ingredients to THE kiosk or car sellers.

WHEREAS, MNC desires to engage the services of the FOODSERVICE OPERATOR to handle the food
cart operation, warehousing, operate, purchasing, delivery, and merchandising of the FOOD
CONCEPT for MNC;

WHEREAS MNC and the FOODSERVICE OPERATOR mutually agree to enter into a FOODSERVICE
OPERATORSHIP AGREEMENT whereby the MNC shall offer the FOOD CONCEPT to the FOODSERVICE
OPERATOR and the FOODSERVICE OPERATOR shall operate, operate distribute, and merchandise the
FOOD CONCEPT, subject to the terms and conditions set forth below;

NOW THEREFORE, for and in consideration of the foregoing premises and the following agreements
and conditions, the PARTIES hereby agree as follows:”

A. MNC’S RESPONSIBILITIES
1. MNC hereby grants to the FOODSERVICE OPERATOR the exclusive right to operate the FOOD
CONCEPT within the specified locations set forth in Annex “B”.

2. MNC provides and procures all the operational requirements of the Kiosk or Cart, from
merchandising collaterals (including kiosk, menu, packaging, flyers, cooking and storage
equipment) and shall incur pre-agreed location rental and utility cost, man power cost and
food ingredients to the FOODSERVICE OPERATOR.

3. MNC agrees to assign a Monde Nissin representative to ensure the effective operation of the
food cart business as agreed upon by and between MNC and the FOODSERVICE OPERATOR.

4. MNC agrees to provide required quantity and specifications for all kitchen items set forth in
the MANUAL in the preparation and operation of the FOOD CONCEPT.
5. MNC agrees to provide sanitary and safety guidelines on food handling including storage of
perishable raw materials and cooking procedures for the preparation of the FOOD CONCEPT
as set forth in the MANUAL.

6. MNC agrees, to the extent possible, to provide orientation and training on food handling,
food safety, food preparation, and food cart operation to the FOODSERVICE OPERATOR’s
SELLERS.

7. MNC agrees to provide and update the design and lay-out of the food cart’s exterior and
interior space as set forth in the MANUAL as needed.

8. MNC agrees to provide detailed cooking procedure per dish offering specified in the
MANUAL.

9. MNC agrees to provide hiring guidelines and qualifications to the FOODSERVICE OPERATOR
in recruiting and screening VENDORS.

10. MNC agrees to screen, negotiate and endorse accredited suppliers for the mandatory items
needed for the preparation and operation of the FOOD CONCEPT.

11. MNC agrees to develop and update the menu line-up of the FOOD CONCEPT as well as
provide and update food costing per offering. MNC reserves the right to approve or
disapprove any other menu offering that the FOODSERVICE OPERATOR wishes to include
outside of the default menu line-up as indicated in the MANUAL.

12. MNC agrees to provide guidelines for FOODSERVICE OPERATOR in securing all government-
mandated, national and/or municipal level, permits in the operation of the FOOD CONCEPT
as a business.

13. MNC reserves the right to conduct random audits to check compliance by the FOODSERVICE
OPERATOR and its SELLERS to mandatory procedures and specified operating tools including
ingredients, packaging materials, equipment, and fixtures.

14. Product Warranty Limitations

The Product Warranty does not apply to any raw materials supplied by MNC that:

(a) has been subjected to abuse, misuse, neglect, negligence, accident, improper testing,
improper installation, improper storage, improper handling, abnormal physical stress,
abnormal environmental conditions or use contrary to any instructions issued by MNC;
(b) has been reconstructed, repaired or altered by Persons other than MNC or its authorized
 Representative; or
(c) has been used with any third-party products, hardware or product that has not been
previously approved in writing by MNC.

Any damage caused due to the failure to comply with the proper storage information as
provided by the MNC shall be borne by the FOODSERVICE OPERATOR. – should have proper
investigation to prove that damage was caused by non-compliance – WRITE IN LEGAL TERMS

B. FOODSERVICE OPERATOR’S RESPONSIBILITIES

1. The operation of the FOODSERVICE OPERATOR shall be limited to the specified location only.
2. The FOODSERVICE OPERATOR agrees to provide an adequate number of SELLERS and helpers
and Project Manager/Coordinator as may be necessary to implement this Agreement for the
duration of this Agreement and as approved in the Cost Estimate; The FOODSERVICE OPERATOR
shall be solely and fully responsible and liable for any and all performance, services, and
activities of any such employee (such as its sellers and helpers) and the VENDORS (collectively,
“FOODSERVICE OPERATOR Personnel”) used or engaged by the FOODSERVICE OPERATOR in
connection with this Agreement or any distribution or other performance under this Agreement.
Any activity, act, or omission of any FOODSERVICE OPERATOR Personnel shall be deemed to be
an activity, act, or omission directly of the FOODSERVICE OPERATOR under this Agreement.
MNC is not, and shall not be, in any way or for any reason, liable or obligated for or to any
FOODSERVICE OPERATOR Personnel.

3. The FOODSERVICE OPERATOR agrees to prioritize the operation of the FOOD CONCEPT above
any other food offering at all times.

4. The FOODSERVICE OPERATOR agrees to bill MNC on operational expenses i.e. manpower cost
and other incidentals Pre-Approved on the Cost Estimate (Annex D) by the latter in furtherance
of this Agreement set forth in Annex B hereof (“the MANUAL”).

5. The FOODSERVICE OPERATOR agrees to keep its premises and equipment clean and orderly at
all times, and at its sole cost, to strictly observe the proper handling of both perishable and non-
consumable items.

6. FOODSERVICE OPERATOR warrants that it has and shall provide appropriate and adequate
storage facilities, equipment and manpower for the safe and proper storage and handling of the
perishable raw materials, which are compliant with the standards and requirements of the
applicable law on the proper storage and handling of the perishable raw materials and the
generally accepted industry practices employed in the storage and handling of goods with
characteristics comparable to the raw materials of the FOODSERVICE OPERATOR; provided, that
 if the FOODSERVICE OPERATOR provides for higher standards for the proper storage and
handling of the raw materials and sets out the same in Annex B, then the FOODSERVICE
OPERATOR warrants that such higher standards shall be complied with in the storage and
handling of the raw materials. The FOODSERVICE OPERATOR shall be entitled to claim damages
from the MNC if the raw materials supplied by MNC subject of the Agreement are damaged due
solely to the failure of MNC to provide information on the proper storage conditions in Annex B,
provided, there is no contributory negligence on the part of the FOODSERVICE OPERATOR, its
employees, agents or any other persons acting the instructions of the FOODSERVICE OPERATOR.
The procedure under Clause 19 (on Dispute Resolution) shall be followed in the determination
and settlement of the claims for damages under this Clause.

7. The FOODSERVICE OPERATOR agrees to secure all government-mandated permits in the set-up
and operation of the FOOD CONCEPT as a food cart business, business permit, barangay
clearance, and health permit, all at its own expense for location within the coverage of its
municipal business permit. While business permits and its related costs for Kiosks located
outside the FOODSERVICE OPERATOR’s municipal business permit coverage shall be for the
account of MNC as part of the Cost Estimate.

8. The FOODSERVICE OPERATOR shall, within seven (7) days after learning of a customer complaint
relating to the quality of the FOOD CONCEPT, notify MNC in writing of such complaint and shall
assist and co-operate with MNC in connection with all matters pertaining to such complaint.
MNC will respond with the result of its investigation and undertake corrective action within
twenty (20) days after receiving the complaint. The FOODSERVICE OPERATOR shall forward
copies of all customer complaints pertaining to the FOOD CONCEPT received by the
FOODSERVICE OPERATOR and its SELLERS shall establish a system for keeping accurate records
of all customer complaints made by telephone to the FOODSERVICE OPERATOR by customers
and other consumers of the FOOD CONCEPT (including time and date of call, person spoken to
and company affiliation as well as a brief summary of subject matter of call) and shall regularly
organize and communicate an accurate summary of such information to MNC.

9. The parties agree that the FOOD CONCEPT shall be operated only by SELLERS duly authorized
and appointed by the FOODSERVICE OPERATOR.

10. The FOODSERVICE OPERATOR agrees to conduct audit among its SELLERS to ensure compliance
in the sanitary and safety guidelines as well as adherence to approved standard operating
procedures set forth in the MANUAL.
11. The FOODSERVICE OPERATOR shall defend, indemnify, and hold MNC (and its directors, officers,
employees, and agents) harmless from and against any suits, actions, administrative
proceedings, claims, demands, damages, cost, charges, and expenses (including reasonable legal
fees) resulting from, or alleged to have resulted from, or in connection with the operation of the
FOOD CONCEPT, including, but not limited, to any food safety or any health violations, concerns,
and/or serving of the FOOD CONCEPT menu offering or from the SELLER’s failure to comply with
the food safety and sanitary guidelines provided forth in the MANUAL.

12. The FOODSERVICE OPERATOR agrees to furnish MNC a report of all sales and inventory of items
required by the FOOD CONCEPT in the specified location every week or at such intervals as may
be agreed upon by MNC and the FOODSERVICE OPERATOR using the forms and templates
provided forth in the MANUAL.

13. The FOODSERVICE OPERATOR agrees to operate the FOOD CONCEPT at the retail price provided
by MNC. Any changes in the retail price shall be clearly cascaded in writing by MNC.

14. (a) The FOODSERVICE OPERATOR acknowledges that the ownership of and all rights in the
trademarks used on the FOOD CONCEPT, as well as all trademarks registered by MNC or its
affiliates, reside in and shall remain the property of MNC at all times, and the FOODSERVICE
OPERATOR agrees that it will acquire no right, title or interest in any of said trademarks through
the appointment of the FOODSERVICE OPERATOR as an operator under this Agreement and
thereafter. The FOODSERVICE OPERATOR shall immediately notify MNC of any infringement or
any attempts to register or to operate any FOOD CONCEPT under the same category using the
same or similar trademarks in the specified location which come to the FOODSERVICE
OPERATOR’s attention, and shall at MNC’s, cooperate in taking such action as MNC may deem
necessary in connection with any such infringements or attempts to register the same or similar
trademarks.

(b) The FOODSERVICE OPERATOR agrees to use only the Proprietary Marks MNC designates and
in the manner that MNC approves. The FOODSERVICE OPERATOR shall, and shall cause the
SELLERS to use and display such Proprietary Marks only in connection with the operation of the
FOOD CONCEPT as provided hereunder and in compliance with MNC’s standards. As used
herein, “Proprietary Marks” shall collectively refer to trademarks, service marks, logos,
emblems, trade dress, trade names, including ___________®, and other indicia of origin, as well
as patents and copyrights or intellectual properties which MNC owns or has the right to license.
From time to time, MNC may supplement or modify the list of Proprietary Marks associated with
this Agreement or the FOOD CONCEPT.

(c) The FOODSERVICE OPERATOR agrees not to use Proprietary Marks or anything confusingly
similar as part of its corporate or other legal names, or as part of any e-mail address, domain
name, or other identification of the FOODSERVICE OPERATOR’s business, in any medium. In all
approved uses of the Proprietary Marks on the FOODSERVICE OPERATOR’s business forms such
 as its letterhead, invoices, order forms, receipts, and contracts, the FOODSERVICE OPERATOR
shall identify its business as independently owned and operated.

(d) The FOODSERVICE OPERATOR hereby acknowledges that it has no rights in the Proprietary
Marks or MNC’s system other than those explicitly granted in this Agreement, and it may not
sublicense the Proprietary Marks.

C. OTHER PROVISIONS
15. This Agreement is not valid or binding until and unless executed by the duly authorized
representatives of MNC and of the FOODSERVICE OPERATOR.

16. Upon termination of this Agreement, the FOODSERVICE OPERATOR shall not at any time
thereafter use or permit to be used the trademarks or trade names of the FOOD CONCEPT or of
MNC in any manner in connection with any business conducted by the FOODSERVICE
OPERATOR, or in which it may have an interest.

17. The parties agree that this Agreement does not constitute the FOODSERVICE OPERATOR the
agent, partner or legal representative of MNC for any purpose whatsoever. Nothing in this
Agreement shall be construed to grant either Party the right to make commitments of any kind
for and on behalf of the other Party without the prior written consent of the other Party. The
FOODSERVICE OPERATOR is not granted any right to assume or to create any obligation or
responsibility (expressed or implied) in behalf of or in the name of MNC, or to bind MNC in any
matter whatsoever. The parties further agree that this Agreement does not, in any manner
whatsoever, establish an employer-employee relationship between MNC and the FOODSERVICE
OPERATOR’s Personnel, it being understood that the FOODSERVICE OPERATOR acts
independently and separately and shall be responsible for the salary and benefits of its
employees. MNC shall not be answerable or accountable for any incident, injury or damage
which may occur to the FOODSERVICE OPERATOR or to any employee of the FOODSERVICE
OPERATOR during the time and consequent upon the performance by the FOODSERVICE
OPERATOR of its obligations under this Agreement, nor for any injury, loss or damage to any
person or entity arising from the fault, negligence or carelessness of the FOODSERVICE
OPERATOR and/or its employees; and the FOODSERVICE OPERATOR covenants and agrees to
assume, as it does hereby assume, all liabilities for any such injury, loss or damage and to make
MNC free and blameless therefrom. In this connection, in case MNC is sued by any employee of
the FOODSERVICE OPERATOR, the FOODSERVICE OPERATOR shall assist MNC in defending itself
and hereby holds MNC free and harmless against any judgment which may be rendered against
MNC. The FOODSERVICE OPERATOR also agrees to hold MNC free and harmless from any suit or
claim that may hereafter by filed by any FOODSERVICE OPERATOR Personnel against MNC.
18. MNC and the FOODSERVICE OPERATOR agree that they are independent contractors and the
FOODSERVICE OPERATOR will always represent itself to any third party only as an independent
contractor. The FOODSERVICE OPERATOR hereby acknowledges that it is neither the agent of
MNC nor other suppliers of items for the FOOD CONCEPT. The Parties are not, and nothing in
this Agreement shall be interpreted that the Parties are, fiduciaries, agents, partners, joint
venture partners, co-owners or otherwise participants in a joint or common undertaking.
Subject to any indemnification obligations under this Agreement, the FOODSERVICE OPERATOR
assumes entirely as its own any and all risk inherent or related to the distribution activities
under, and in connection with this Agreement and except as otherwise provided herein, will use
exclusively its own equipment, tools and financial, administrative and marketing resources in
connection therewith. By virtue of this Agreement, the FOODSERVICE OPERATOR is and shall be
an independent operating company and is not and shall not be subject to the control and
direction of MNC. The FOODSERVICE OPERATOR is to perform the activities under this
Agreement as an independently established business in which the FOODSERVICE OPERATOR
acknowledges that it is customarily engaged. No act or assistance given by either Party to the
other pursuant to this Agreement shall be construed to alter the relationship. The
FOODSERVICE OPERATOR agrees to take such action as may be necessary to do so, including
exhibiting a notice of that fact in a conspicuous place, the content of which MNC reserves the
right to specify and approve. The employees or agents of one Party are not, and shall not be
construed to be employees or agents of the other Party, and such other Party shall not be liable
for, have any obligations to, and may not be bound by such employees and agents of the first
Party.

19. At its sole cost, the FOODSERVICE OPERATOR undertakes to procure product liability insurance
from a reputable insurance carrier covering all third party claims for loss, damages and liability
to life, body, health, sanitary, mind or property from using any FOOD CONCEPT at all times until
the expiry date of this Agreement. Notwithstanding, any applicable insurance that the
FOODSERVICE OPERATOR may have, the FOODSERVICE OPERATOR shall fully indemnify, protect,
defend and hold free and harmless MNC its officers, directors, shareholders, agents and
employees against any and all liabilities, losses, claims, suits, demands, damages, awards,
judgments, settlement, expenses, costs, fines, penalties, interest and expenses (including all
professional fees and expenses thereof) which MNC, its officers, directors, shareholders, agents
or employees may suffer or be made liable for arising out of or in connection with any action or
injury that the FOODSERVICE OPERATOR or any of its officers, employees or FOODSERVICE
OPERATOR Personnel may have caused, and any and all other transactions and agreements the
FOODSERVICE OPERATOR may have entered into with third parties in connection with this
Agreement and/or any violation of law, negligence (regardless of any sole, comparative or
contributory negligence of any person) and/or willful misconduct of the FOODSERVICE
OPERATOR or any FOODSERVICE OPERATOR Personnel.

20. (a) Each Party (the “Disclosing Party”) may disclose to the other Party (the “Receiving Party”),
or the Receiving Party may obtain, in connection with this Agreement any confidential or
proprietary documents, materials, or information of the Disclosing Party that the Receiving Party
knows or should know is confidential and proprietary for the Disclosing Party, whether or not
such information is recorded, or such documents, or materials, are designated, labeled or
identified as confidential or proprietary, other than Non-Confidential Information (collectively,
“Confidential Information”). Such Confidential Information shall include any information about
the Disclosing Party’s business and that of its suppliers, customers and third parties which
amount to a trade secret or is otherwise commercially sensitive and which may not be readily
available to others engaged in a similar business to that of the Disclosing Party or to the general
public and which, if disclosed, will be liable to cause significant harm to the Disclosing Party or
place the same at a competitive disadvantage. In particular, and without limitation, the
following shall be deemed to be Confidential Information of MNC that cannot be disclosed by
the FOODSERVICE OPERATOR: cost and pricing information, any payments or benefits received
by MNC under or in connection with this Agreement. “Non-Confidential Information” means any
document, material, or information that, and to the extent it (i) was already a part of the public
domain at the time it was disclosed to or obtained by the Receiving Party; (ii) was already known
to the Receiving Party other than under an obligation of confidentiality at the time it was
disclosed to or obtained by the Receiving Party; (iii) and after it becomes known to the public
through no fault of the Receiving Party or any person acting for or on its behalf; or (iv) is
developed by or for the Receiving Party independently without use or knowledge of Confidential
Information of any kind of the Disclosing Party.

(b) The Receiving Party shall keep in confidence and not disclose or disseminate to any third
party and not use any Confidential Information of the Disclosing Party, except solely as expressly
permitted in paragraph (c) and (d) immediately below.

(c) As the sole exception to paragraph (b) above, and without limiting paragraph (a) above or
(d) below, the Receiving Party may (i) use during the Term (as defined below) any Confidential
Information provided by the Disclosing Party to it under this Agreement solely for the purposes
for which it was provided and under the terms, if any, under which it was provided; (ii) disclose
during the Term any Confidential Information to any FOODSERVICE OPERATOR Personnel,
employee, contractor, FOODSERVICE OPERATOR, professional adviser or regulatory and
governmental bodies who need to know such information in order to enable the respective
Party to perform its obligations under this Agreement, or solely for the purpose of, and only as
necessary for, any use of such Confidential Information under the foregoing clause (i) of this
paragraph (c); and (iii) use and disclose any Confidential Information of the Disclosing Party
solely for the purpose of, and only as necessary for, any use of such Confidential Information to
enforce any right of the Receiving Party under this Agreement.

(d) If the Receiving Party is required to disclose any Confidential Information of the Disclosing
Party in an administrative or judicial proceeding, the Receiving Party may so disclose such
Confidential Information only (i) if the Receiving Party promptly notifies the Disclosing Party of
such requirement (unless applicable law prohibits such notice), (ii) reasonably assists the
 Disclosing Party, at the Disclosing Party’s expense and reasonable request, with exercising or
asserting legal rights or remedies to prevent such disclosure and/or to obtain a protective order
against such disclosure, and (iii) limits the disclosure to such Confidential Information that the
Receiving Party is required to disclose in accordance with applicable law, and (iv) exercise all
reasonable efforts to obtain reliable assurances that confidential treatment will be accorded the
information disclosed.

(e) The obligations of the Parties under this Sections 35 shall survive one (1) year after the
termination of this Agreement.

21. All notices, demands, or other communications to be given or delivered to a Party under or by
reason of a provision of this Agreement shall be in writing and shall be deemed to have been
given to such Party when delivered personally to such Party at, or sent to such Party by
reputable express courier service (charges prepaid) to, such Party’s address set forth in the
caption of this Agreement or another address notified hereunder in writing at least thirty (30)
days before such notice, demand, or other communication by such Party to the other Party,
addressed to the attention of Henry Soesanto (Executive Vice President) if to MNC or to the
attention of [●] if to the FOODSERVICE OPERATOR.

22. This Agreement shall continue in force and govern all transaction and relations between the
parties hereto until cancelled or terminated. Either party may cancel or terminate this
agreement at any time with or without cause, provided that the party desiring to so terminate
and cancel the same gives unto the other party a written notice of such cancellation or
termination thirty (30) days prior to the intended date of termination. Upon termination of this
Agreement, the FOODSERVICE OPERATOR shall (i) return to MNC all documents and materials
that MNC owns or belong to MNC and (ii) shall remove and not thereafter use any sign
containing any name and/or trademark owned by MNC or any of its affiliates. Each party shall be
entitled to terminate this Agreement based on the following grounds, if:

(a) the other party is insolvent, under receivership, filed for bankruptcy, or is going through the
debt restructuring process or rehabilitation or reorganization process, is the subject of
proceeding for liquidation or dissolution or ceases to carry on business;

(b) the other party fails to fulfill its obligations under this Agreement and does not remedy such
failure to its satisfaction within thirty (30) days from the date the other party has been informed
in writing of such failure;

(c) legal proceedings, suit or action of any kind whatsoever (whether criminal or civil) be
instituted against the other party will materially and adversely affect such party’s ability to
perform its obligations under this Agreement, and the same is not discharged or otherwise
terminated within twenty (20) days from the day that the other has been notified in writing of
such proceedings or suit; or
 (d) a force majeure event as prescribed in the next section occurs and continues or a
continuous period of more than 5 months.

(e) any legislation or government action shall frustrate or fundamentally alter the character or
purpose of the Agreement; or restrict or prohibit the other party from carrying out its duties
under this Agreement;

(f) items needed for the FOOD CONCEPT and purchased for sale is discontinued for a period of
at least 6 (six) months (as applicable).

In the event a party hereto is prevented from performing its obligations hereunder due to an Event
of Force Majeure (any cause beyond the affected party's control, including an act of God, war, riot,
fire, explosion, accident, flood, epidemic, sabotage, storm, drought, earthquake, tsunami, labour
strike or lockout, or an act of terrorism, war, insurrection, military or usurped power or confiscation,
nationalization, civil commotion, destruction of plant, delay of carriers, lack of adequate containers
or transportation facilities, lack of fuel, power, or raw materials, interruption or failure of utility
service including but not limited to electric, power, gas, water, or telephone service; transponder or
satellite loss/failure, operation of law, governmental act (other than a governmental act
consequent upon any act or omission of a Party that otherwise would constitute a breach of this
Agreement), regulation, restriction or policy; or any other event or contingency, whether or not of
the class or kind enumerated herein, beyond the reasonable control of such Party hereunder, either
Party shall not be held responsible for such failure or delay and its performance hereunder shall be
suspended until the Event of Force Majeure ceases to affect the affected Party. The affected Party
shall provide the other Party with full particulars thereof as soon as it becomes aware of the same
and shall use its best efforts to overcome the difficulties created thereby and resume performance
of its obligations as soon as practicable.

23. This Agreement constitutes a personal contract and the FOODSERVICE OPERATOR may not
transfer or assign the same or any part thereof without the written consent of MNC.

24. (a) MNC may from time to time collect personal data (including those collected prior to signing
of this Agreement) of the FOODSERVICE OPERATOR and/or its employee(s), officer(s), agent(s).
representative(s), contractor(s) and FOODSERVICE OPERATOR Personnel for the purposes set
out in the Personal Information Collection Statement ("PICS") attached hereto as Annex “G”. The
purposes include using the personal data for administering MNC's policies as well as enforcing
the contractual rights and obligations necessary for fulfilling business needs (which may involve
disclosure and/or transfer of the personal data to third parties). The FOODSERVICE OPERATOR
expressly agrees that it shall be bound by the PICS and any amendments thereon and that it has
obtained consent from the relevant employee(s), officer(s), agent(s). representative(s),
contractor(s), sub-contractor(s) and FOODSERVICE OPERATOR Personnel with respect to the
provision of their personal data to MNC prior to the execution, and it shall obtain the consent of
 the relevant employee(s), officer(s), agent(s), representative(s), contractor(s), sub-contractor(s)
and FOODSERVICE OPERATOR Personnel prior to the provision of their personal data to MNC in
the course of the FOODSERVICE OPERATOR’s performance, of this Agreement.

(b) Without limiting the foregoing, the FOODSERVICE OPERATOR shall, and shall cause
FOODSERVICE OPERATOR Personnel to, comply with MNC’s reasonable requests with respect to
protecting personal data relating to MNC’s employees, customers, vendors, suppliers,
OPERATORs, and other FOODSERVICE OPERATORs, which FOODSERVICE OPERATOR or
FOODSERVICE OPERATOR Personnel may obtain in connection with FOODSERVICE OPERATOR’s
performance of this Agreement. FOODSERVICE OPERATOR shall restrict employee and
subcontractor access to personal data; shall adhere to MNC’s instructions in connection with
processing personal data; shall not disclose personal data to any third party without MNC’s
written permission; shall apply appropriate security measures to protect the personal data; and
shall comply with all applicable data protection laws. In the event of any unauthorized, unlawful,
and/or unintended processing, access, disclosure, exposure, alteration, loss, or destruction of
personal data, the FOODSERVICE OPERATOR shall immediately notify MNC and cooperate with
MNC’s reasonable requests to investigate and/or rectify such incident, and/or provide
appropriate response and redress as may be determined by MNC.

This Section 41 shall survive any termination of this Agreement.

25. In this Agreement, (a) any reference to any provision of a statute shall be construed as a
reference to that provision as amended, re-enacted or extended at the relevant time; (b) where
this Agreement states that a Party “shall” or “will” perform in some manner or otherwise act or
omit to act, it means that such Party is legally obligated to do so in accordance with this
Agreement; (c) the provisions of this Agreement shall not be interpreted against the drafter, and
for purposes of any interpretation, both Parties shall be deemed to be drafters of this
Agreement; (d) words of any gender used in this Agreement are intended to include any other
gender, and words in the singular number include the plural, and vice versa, unless the context
clearly indicates otherwise.

26. If any provision of this Agreement is held to be invalid or unenforceable, the meaning of said
provision will be construed, to the extent feasible, so as to render the provision enforceable,
and if no feasible interpretation shall save such provision, it will be severed from the remainder
of this Agreement, as appropriate. The remainder of this Agreement shall remain in full force
and effect unless the severed provision is essential and material to the rights or benefits
received by either Party. In such event, the Parties will use their best efforts to negotiate, in
good faith, a substitute, valid and enforceable provision or agreement, which most nearly
effects the Parties’ intent in entering into this Agreement, as appropriate.

27. In the event that this Agreement is terminated for any reason, MNC shall thereupon at its option
immediately be subrogated to any and all agreements, rights and relations of the FOODSERVICE
 OPERATOR with other dealers, salesmen, outlets or other representatives appointed by
FOODSERVICE OPERATOR hereunder with regard to the sales of FOOD CONCEPT only insofar as
may be necessary for the proper implementation of this Agreement. The FOODSERVICE
OPERATOR undertakes that aforesaid agreements shall contain a clause that shall conform to
this provision.

28. Each Party represents and warrants to the other Party as follows:

(a) It is a corporation duly organized and validly existing under the laws of its place of
incorporation, and has full power and authority to execute and deliver and perform all of its
obligations under this Agreement and any other agreements to be executed by it hereunder;

(b) This Agreement is the legal, valid and binding agreement of such Party, enforceable against
such Party in accordance with its terms;

(c) The execution and delivery of this Agreement and the performance of its obligations
hereunder do not and will not violate any applicable laws or regulations and will not conflict
with or result in a breach of any contract, agreement or other obligation to which it is a party or
for which it may be bound; and

(d) During the Term of this Agreement, each Party shall maintain in full force and effect all
licenses, permits, authorizations, registrations and qualifications from all applicable
governmental departments and agencies to the extent necessary to perform its obligations
hereunder.

29. The term of this Agreement shall be for six (6) months beginning from March 1, 2019 to June 1,
2019, unless sooner terminated as herein provided (the “Term”).

30. This Agreement constitutes the entire understanding and agreement between the Parties
hereto related to the subject matter hereof. Neither this Agreement nor any term or provision
hereof may be waived, changed, discharged or terminated except by an instrument in writing
signed by the person against whom the enforcement of any waiver, change, discharge or
termination is sought. No modification, amendment, supplement to or waiver of any provision
of this Agreement will be binding upon the Parties unless made in a writing signed by the Party
against which such modification, amendment, supplement or waiver of a provision of this
Agreement is applied. A failure of either Party to exercise any right provided for herein shall not
be deemed to be a waiver of any right hereunder.

IN WITNESS WHEREOF, the parties, through their duly authorized representatives, have
hereunto set their hands this __________________ day of ____________________, in the City
of ____________________.
MONDE NISSIN CORPORATION <BUSINESS NAME>
THE COMPANY FOODSERVICE OPERATOR
BY: BY:

ROMEO L. MARANON
New Business Development Sales Director

WITNESSED BY:

MICHAEL SINGSON
Head of Business Development

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

)s.s

BEFORE ME, a Notary Public for the City of _____________, this ______ day of __________,
2018, personally appeared the following:

Name Passport No./CTC No. Date/Place Issued

ROMEO L. MARANON

known to me and to me known to be the same persons who executed the foregoing instrument
and each has acknowledged to me that the same is his/her own free and voluntary act and deed
and that of the corporation he/she represents.

This instrument refers to the FOODSERVICE OPERATORSHIP AGREEMENT consisting of

( ) pages, including the acknowledgement page signed by the parties and their instrumental
witnesses, and sealed by my notarial seal.

Witness my hand and seal, this______________________ at _____________,

Philippines.
 Doc. No. _________
Page No. _________
Book No. _________
Series of 2018

ANNEX A: Execution Manual

ANNEX B – Specified Locations

ANNEX C – MNC’s Accredited Suppliers

ANNEX D – MNC’s Billing Guidelines