PARTNERSHIP AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Partnership Agreement is executed this (August 14, 2022) by and

between:

(MTMC Pharmacy Bahay Pare Branch), a corporation duly organized and

existing in accordance with laws of the Republic of the Philippines, with
principal offices at (Candaba Pampanga), represented in this act by its
President, (Champ Norman C. De Vera),  hereinafter referred to as the
FIRST PARTY;

- and–

(MTMC Pharmacy Bahay Pare Branch), a corporation duly organized and

existing in accordance with laws of the Republic of the Philippines, with
principal offices at (Candaba, Pampanga), represented in this act by its
Member, (Catherine Cordova), hereinafter referred to as the SECOND
PARTY.

-WITNESSETH-

WHEREAS, the Parties have agreed to make contributions to a common

fund for the purpose of acquiring, holding and operating a (Pharmacy)
hereinafter referred to as the business interest.

WHEREAS, the Parties have agreed, in pursuit of the business interest, to

enter into a Partnership pursuant to the Partnership Laws of the Philippines.

NOW THEREFORE, the parties agree as follows:

1.         Name and Business

The parties hereby form a partnership under the name of (MTMC Pharmacy
Bahay Pare Branch) to conduct the business interest. The principal office of
the business shall be in (Candaba Pampanga).

2.         Term

The partnership shall commence on (August 14, 2022) and shall continue to
exist until terminated as herein provided.

3.         Contributions

The capital of the partnership shall be contributed by the partners as

follows:

Nature of Contribution (Cash,

Name Property, Service, etc.) Share Contribution
1st Party Cash/Employee/Construction/Management 600,000
2nd Party Cash
Total 100% xxx

A separate capital account shall be maintained for each partner. Neither

partner shall withdraw any part of his capital account. Upon the demand of
either partner, the capital accounts of the partners shall be maintained at all
times in the proportions in which the partners share in the profits and losses
of the partnership.

4.         Profit and Loss

Both the net profits and net losses of the partnership shall be divided and
borne equally between the partners. A separate income account shall be
maintained for each partner. Partnership profits and losses shall be charged
or credited to the separate income account of each partner. If a partner has
no credit balance in his income account, losses shall be charged to his
capital account.

5.         Salaries and Drawings

A partner shall receive any salary for services rendered to the partnership.
Each partner may, from time to time, withdraw the credit balance in his
income account.  All other expenses incurred by the parties in the pursuit of
the business interest shall be accounted for in accordance with policies to be
 mutually set by the parties in accordance with generally accepted accounting
principles.

6.         Interest

No interest shall be paid on the initial contributions to the capital of the

partnership or on any subsequent contributions of capital. When the
business already achieve its stable maturity fund, where it can operate on its
own fund, each partner shall receive the interest earn in the business.

7.         Management

The partners shall have equal rights in the management of the partnership
business, and each partner shall devote his entire time to the conduct of the
business. The partner who renders services have the right to decide on the
business matters. A managing partner may be designated by the parties
subject to the exigencies of the partnership.  Without the consent of the
other partners, no partner shall on behalf of the partnership borrow or lend
money, or make, deliver, or accept any commercial paper, or execute any
mortgage, security agreement, bond, or lease, or purchase or contract to
purchase, or sell or contract to sell any property for or of the partnership
other than the type of property bought and sold in the regular course of its
business.

8.         Banking

All funds of the partnership shall be deposited in its name in such checking
account or accounts as shall be designated by the partners. All withdrawals
therefrom are to be made upon checks signed by at least two partners.

9.         Books

The partnership books shall be maintained at the principal office of the

partnership, and each partner shall at all times have access thereto. The
books shall be kept on a fiscal year basis in accordance with generally
accepted accounting principles and shall be closed and balanced at the end
of each fiscal year. An audit shall be made as of the closing date.

10.       Termination

10.1     The partnership may be dissolved at any time by agreement of the

partners, in which event the partners shall proceed with reasonable
 promptness to liquidate the business of the partnership. The partnership
name shall be sold with the other assets of the business.

10.2     The assets of the partnership business shall be used and distributed in the
following order: (a) to pay or provide for the payment of all partnership
liabilities and liquidating expenses and obligations; (b) to equalize the
income accounts of the partners; (c) to discharge the balance of the income
accounts of the partners; (d) to equalize the capital accounts of the
partners; and (e) to discharge the balance of the capital accounts of the
partners.

11.       Death

11.1     Upon the death of a partner, the surviving partner/s shall have the right
either to purchase the interest of the decedent in the partnership or to
terminate and liquidate the partnership business. If the surviving partner
elects to purchase the decedent's interest, he shall serve notice in writing of
such election, within three months after the death of the decedent, upon the
executor or administrator of the decedent, or, if at the time of such election
no legal representative has been appointed, upon any one of the known
legal heirs of the decedent at the last-known address of such heir.

11.2     If the surviving partner/s elect/s to purchase the interest of the decedent
in the partnership, the purchase price shall be equal to the decedent's
capital account as at the date of his death plus the decedent's income
account as at the end of the prior fiscal year, increased by his share of
partnership profits or decreased by his share of partnership losses for the
period from the beginning of the fiscal year in which his death occurred until
the end of the calendar month in which his death occurred, and decreased
by withdrawals charged to his income account during such period.

11.3     No allowance shall be made for goodwill, trade name, patents, or other
intangible assets, except as those assets have been reflected on the
partnership books immediately prior to the decedent's death; but the
survivor shall nevertheless be entitled to use the trade name of the
partnership.  

12.       Arbitration and Attorneys Fees

The Parties agree that any dispute, claim, or controversy concerning this
Agreement or the termination of this Agreement, or any dispute, claim or
controversy arising out of or relating to any interpretation, construction,
performance or breach of this Agreement, shall be settled in good faith by
the parties. If no agreement is reached, the Parties shall refer the same to
arbitration in accordance with Philippine arbitration rules then in effect. The
arbitrator may grant injunctions or other relief in such dispute or
controversy. The decision of the arbitrator shall be final, conclusive and
binding on the parties to the arbitration. Judgment may be entered on the
arbitrator’s decision in any court having jurisdiction. The Parties will pay the
costs and expenses of such arbitration in such proportions as the arbitrator
shall decide, and each party shall separately pay its own counsel fees and
expenses.

13. Confidentiality Agreement

This agreement pertains to all internal information and technology applied by

the President (Champ Norman C. De Vera) on the Trademark “MTMC
Pharmacy” is patented and cannot be used by the other members for their
personal interest. It should only be used and maintained on the business
matter agreement (MTMC Pharmacy Bahay Pare Branch) and no other
business matter shall be included. In case of leakage or sabotage or
copyright issues will be subjected to legal action accordingly.

14.       Final Agreement

This Agreement terminates and supersedes all prior understandings or

agreements on the subject matter hereof. This Agreement may be modified
only by a further writing that is duly executed by both parties.

15.       Severability

If any term of this Agreement is held by a court of competent jurisdiction to

be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.

16.       No Implied Waiver

Either party's failure to insist in any one or more instances upon strict
performance by the other party of any of the terms of this Agreement shall
not be construed as a waiver of any continuing or subsequent failure to
perform or delay in performance of any term hereof.

      IN WITNESS WHEREOF, the parties have executed this Agreement on

the date and place above specified.
 FIRST PARTY                                                         SECOND PARTY

________________                                              ___________________

THIRD PARTY

___________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
                                                )S.S.

            BEFORE ME, this (August 14, 2022) in (Candaba, Pampanga),

personally appeared:

Name ID No. Issued at Issued on

Champ Norman C. De Vera(1st Party) 0069493 Manila February 3, 2016
Catherine Cordova (2nd Party)

known to me to be the same persons who executed the foregoing instrument

consisting (state number of pages) pages including this Acknowledgment,
and who acknowledged to me that the same is their voluntary and free act
and deed and those of the parties and institutions represented.
       IN WITNESS WHEREOF, I set my hand and affix my notarial sea on
the date and place above written.

Notary Public

Doc.  No.  _____;

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