FRANCHISE AGREEMENT

This Franchise Agreement is made and executed on this __ day of

_______________ in _____________ City, by and between:

WARREN R. ENCARNACION doing business

under the name and style CUT SALON SKINCARE
& SPA, with principal place of business at Cut
Academy 1581 yuseco street corner Rizal avenue sta.
cruz Manila_ (hereafter, “FRANCHISOR”);

And

_____________________, Filipino, of legal age,

single/married and with residence address at
_______________________________________
(hereafter, the “FRANCHISEE”).

WITNESSETH THAT:

WHEREAS, the FRANCHISOR is the owner of the trademarks CUT

ENCARNACION GROUP OF SALON and ENCARNACION SALON SKIN CARE SPA
(hereafter, “CUT SALON”),and is engaged in the business of establishing and
managing the CUT SALON franchising program;

WHEREAS, the FRANCHISOR has, through the investment of

considerable time and money, developed a distinctive system of operating high
quality beauty salons (hereafter, the “SYSTEM”), prominently featuring the sale
of beauty products and services;

WHEREAS, the SYSTEM includes proprietary and distinctive services, skill

and expertise in the establishment, design, construction and management of
beauty salons, and the production, use and marketing of beauty salon products,
product specifications, techniques, training methods, production methods,
operating methods, designs and décor, uniform apparel, color schemes,
furnishings, marketing materials, promotional strategies, and customer service
requirements (the “SYSTEM STANDARDS”), all of which may be modified from
time to time by the FRANCHISOR, and which are directed towards the
development and enhancement of the SYSTEM STANDARDS that will enhance
the goodwill of the CUT Salon franchises;

WHEREAS, the FRANCHISEE has signified his/her intention to operate a

CUT SALON branch as a FRANCHISEE and has been deemed qualified by the
FRANCHISOR to do so, subject to the former’s adherence to the SYSTEM
STANDARDS and the terms of this Agreement;

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 NOW, THEREFORE, in view of the foregoing, the parties hereto have
voluntarily agreed on such stipulations as stated hereafter:

ARTICLE 1

SITE SELECTION PROCESS & APPROVAL

A. SITE SELECTION PROCESS;. The FRANCHISEE acknowledges that,

prior to signing this Agreement, she/he discovered the location and
thoroughly studied the suitability of such location (the “SITE”) for the
operation of a salon/branch based on the prevailing prices and rates of
products and services of the existing CUT SALON branches as
prescribed by the FRANCHISOR. The FRANCHISEE acknowledges that
she/he has conducted a market study of the SITE.

The FRANCHISEE acknowledges and agrees that any recommendation

or approval of the SITE made by the FRANCHISOR or its
employees/officers/agents, does not constitute a guarantee, or a
representation or warranty of any kind, express or implied, as to the
suitability of the site/location for the establishment of a CUT Salon
Branch.

FRANCHISOR shall not be responsible for the failure of a

site/location it has recommended or approved to meet
expectations as to potential revenue or operational standards.

It is understood that the FRANCHISEE has likewise conducted

her/his own study and assessment of the same. Likewise, it is
agreed and understood by the FRANCHISEE that there are
inherent risks in any business and the success of the branch is
largely dependent on the management of operations by the
FRANCHISEE or her/his staff/officers/employees.

B. USE OF LOCATION. FRANCHISEE shall use FRANCHISOR‘s trade

name and business system only in one (1) particular place or
address. The location shall be solely for the purpose of operating a
CUT SALON Branch as a FRANCHISEE, unless authorized in writing by
FRANCHISOR to be used for other purposes.

C. LEASE OR PURCHASE OF SITE/LOCATION. The SITE or location

of FRANCHISEE’s branch shall be in this address:
__________________. The SITE or location shall be known as
the “CUT SALON _____ Branch” (hereafter, the “BRANCH”). The
FRANCHISEE shall not transfer or relocate said BRANCH without the
written consent of the FRANCHISOR.

The FRANCHISEE acknowledges that she/he has duly purchased or

leased the SITE, prior to or simultaneously with the signing of this
Agreement. It shall be the responsibility of the FRANCHISEE to ensure
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 that the terms of the lease are reasonable and favorable to the
business, and that the duration shall coincide with the duration of the
franchise.

The submission of the FRANCHISEE’s proof of ownership or Contract of

Lease over the approved location shall be a pre-requisite to the start of
the construction of the BRANCH.

D. CONSTRUCTION OF BRANCH –The FRANCHISOR shall commence

construction of the BRANCH:
a) After the signing of this Agreement by the FRANCHISOR AND
FRANCHISEE,
b) After the written agreement by the FRANCHISOR and FRANCHISEE to
the proposed lay-out of the Branch,
c) After the submission by the FRANCHISEE of the proof of ownership of
the site, or the Contract of Lease to the FRANCHISOR, AND
d) After all construction and building permits issued by the government
authorities are submitted by FRANCHISEE to FRANCHISOR.

The FRANCHISEE must comply with all needed requirements, mandatory

specifications, lay-out, design elements and color schemes of a CUT Salon
branch for the construction and any renovation thereon.

The site shall be modified, renovated and decorated in a manner that shall
comply with the fore going and the SYSTEM STANDARDS.

To ensure this, the FRANCHISOR, through its accredited work force, shall
perform all renovation and construction works. Only accredited workers
and suppliers shall be used by the FRANCHISOR.

The FRANCHISEE shall not commence (or recommence) operations at the

BRANCH unless and until the FRANCHISOR determines that the
FRANCHISEE substantially conforms to the plans and specifications made
by the FRANCHISOR.

E. TURN-OVER – Once all construction, interior decoration, and

other works are complete, the FRANCHISOR shall turn-over the
branch to the FRANCHISEE.

Upon turn-over, the FRANCHISEE shall examine, inspect and test all lightings,
furniture, fixtures, air conditioning unit, signage, sound system, plumbing works,
etc., to ensure that the same are in good working condition and of acceptable
workmanship.

Any concerns regarding construction, design and all equipment/fixtures, shall be

immediately brought to the attention of the FRANCHISOR, to allow the latter to
examine the concern and rectify the same, if necessary.

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After such turn-over date, the FRANCHISEE shall be obliged and responsible for
the up-keep and maintenance of the branch to ensure its cleanliness and
maintain its aesthetic appeal.

ARTICLE 2

TRADEMARKS / PROPRIETARY MARKS

A. Trademarks; Ownership. The name “CUT SALON” and all its

graphical executions are the sole property of Warren Encarnacion.

The FRANCHISOR licenses and grants FRANCHISEE the use of the Trade Name,
Mark and Business System of “CUT SALON” for the entire duration the Franchise
Agreement.

The FRANCHISEE accepts that the Trademarks shall remain vested solely in
Warren Encarnacion or his successors in interest and disclaims any right or
interest therein or the goodwill derived there from.

Trademarks shall mean the CUT SALON name, logos, other commercial
symbols and all its graphical executions.

B. Use of Trademarks. The FRANCHISOR expressly allows and permits

FRANCHISEE to use CUT SALON as part of or as the FRANCHISEE’s
business name and to register the same with the Department of Trade
and Industry (DTI) under Act No. 3883 as amended, (the “ Business
Name Law”).

In the event that FRANCHISEE uses the Trademarks as the sole identification of
the salon, FRANCHISEE agrees to identify herself/himself as the independent
owner thereof in the manner FRANCHISOR will require.

The FRANCHISEE agrees to prominently display the Trademarks in the manner

FRANCHISOR shall prescribe at the branch, on the packaging materials, on
forms, invoices , stationeries, business cards, promotional materials and
advertising and marketing materials as may be designated or specified by the
FRANCHISOR.

WARREN R. ENCARNACION and/or the FRANCHISOR or its assigns may

register other service or business trademarks and product names at the
Intellectual Property Office (IPO) and utilize these registered names or
trademarks for the franchise network and/or company owned stores.

All provisions or clauses of this Agreement applicable to the Trademarks, shall

apply to any additional proprietary trademarks and commercial symbols that
FRANCHISOR may authorize the FRANCHISEE to use.

ARTICLE 3
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 FRANCHISE

A. Acknowledgement of Risks of Business. The FRANCHISEE

acknowledges that he/she is fully aware that the business
venture under this Agreement involves risks which he/she shall
bear alone as such, and its success is ultimately dependent on
his/her ability to manage the business.

It is understood and accepted by the FRANCHISEE that the operation of the

business may have its peak and lean season, and that the FRANCHISEE may
need to introduce strategies and promotions at its own cost in order to improve
or increase sales.

Provided, however, that prior approval by FRANCHISOR of the strategies and

promotions shall be required but such approval shall not be unreasonably
withheld.

Provided, further, that in no case shall said strategies or promotions

involve an increase in the FRANCHISOR’s prescribed prices and rates of
services for the branches unless with written prior approval of the
FRANCHISOR.

B. Independent Investigation. The FRANCHISEE acknowledges and

admits that she/he has conducted an independent investigation on the
type of business of the franchise and the intended/present location and
has received a copy of this Agreement which it has read and fully
understood.

C. Franchise Grant. The FRANCHISEE acknowledges and agrees that its

operation and maintenance of the BRANCH, in accordance with the
SYSTEM and methods of operating a CUT Salon franchise outlet, is
essential to preserve the goodwill of the Trademarks and all CUT Salon
branches.

Therefore, at all times during the term of this Agreement, the

FRANCHISEE shall adhere to the SYSTEM STANDARDS.

The FRANCHISOR grants to the FRANCHISEE the right to utilize the SYSTEM
STANDARDS and methods of operating a CUT Salon Franchise outlet only at the
agreed location bearing its trademarks.

The SYSTEM STANDARD and methods may be modified by the FRANCHISOR, at

any time and/or when the demands of the business call for such action.

Such modification shall be communicated in writing, with a statement as to when

it shall be implemented, to the FRANCHISEE or their authorized representative.

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The FRANCHISEE must immediately comply with any modification or amendment
to the SYSTEM STANDARDS within the period of time provided for by the
FRANCHISOR

D. Exclusive Territory. The PARTIES hereby agree and acknowledge that

the EXCLUSIVE TERRITORY granted to the FRANCHISEE will be an area
within a radius of 20,000 square meters from the SITE/BRANCH or a road
distance of one (1) kilometer from the SITE/BRANCH.

E. Compliance with the SYSTEM STANDARD. FRANCHISEE

acknowledges that the success of the CUT Salon brand is
primarily on account of the SYSTEM STANDARD that has been
established and implemented in all branches throughout the
years.

Thus, the FRANCHISEE is obligated to consistently comply with the

SYSTEM STANDARD, which includes the following:

SYSTEM STANDARDS ON PRICING ON PROCEDURES AND HAIR

PRODUCTS

1. Standard pricing for all hair, nail and facial procedures.

a. A copy of the most recent Memorandum on this Matter is
attached as Annex “A”

2. Standard pricing for all hair care products, and/or other products
that may be offered by the FRANCHISOR in the future;
a. A copy of the most recent Memorandum on this Matter is
attached as Annex “B”

SYSTEM STANDARDS ON PROCEDURE

3. Standard procedure in applying chemicals;

a. A copy of the most recent Memorandum on this Matter is
attached as Annex “C”

4. Standard procedure in selling hair care products

a. A copy of the most recent Memorandum on this Matter is
attached as Annex “D”

SYSTEM STANDARDS ON COMMISSION:

5. Standard commission for Majorists, Rebonders, Cutters, Nail

Specialist, and other beauty consultants;

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 a. A copy of the most recent Memorandum on this Matter is
attached as Annex “E”

6. Standard commission for every sale of hair care products.

a. A copy of the most recent Memorandum on this Matter is
attached as Annex “F”

OTHER SYSTEM STANDARDS TO BE COMPLIED BY THE FRANCHISEE

7. Franchisee must comply with any promotional activity implemented

and enforced by the FRANCHISOR;

8. Franchisee must comply with the physical and aesthetic look of the
branch, including, but not limited to, the furniture and fixtures, color
scheme, physical lay-out, signage, standard promotional materials
attached to the window displays, and the like;

9. Franchisee must comply with proper customer care and handling at

all times;

10. Franchisee must require its employees and all beauty consultants
(i.e., majorists, rebonders, cutters, nail specialists, etc.) to wear the
prescribed uniforms;

11. Franchisee must purchase chemicals and products from the

FRANCHISOR ONLY. A Franchisee who purchases chemicals
and products from other sources is considered to have
breached this Franchise Agreement.

12. Franchisee should; submit to the Franchiso’r office a list of

their present employees, and a proof that contributions are
being paid of the franchisee mandatory government
benefits like SSS, Philhealth and PAG-IBIG. This compliance
must be submitted each month to the Franchisor office.

13. Franchisee must provide the Franchisor the copies /copy of

BIR, payments,/ in electricity,/ rental,/ water /and CUSA, if
applicable. This compliance must be given each month to
the Franchisor.

14. Franchisee must submit records of its daily sales

collection. This compliance must be given monthly to the
Franchisor.

The FRANCHISEE shall not modify or deviate from the SYSTEM

STANDARDS.

FRANCHISEE may only implement the changes that may hereafter be

approved by FRANCHISOR.

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 Any deviation from the SYSTEM shall be duly noted by the FRANCHISOR
through a NOTICE OF DEVIATION WITH ORDER TO CORRECT
DEVIATION (“NOTICE”).

This NOTICE will be sent to the said branch. Reception by the

FRANCHISEE and/or of any employee of the Branch will be considered as
proper service of notice.

The NOTICE shall give the FRANCHISEE five (5) days within which to
correct the deviation.

Failure to comply with a NOTICE within the period prescribed means a

breach of contract on the part of the FRANCHISEE.

As such, this grants the FRANCHISOR the right to withdraw the

FRANCHISE and any payments earlier made by the FRANCHISOR
(including the Franchise Fee) will be forfeited in favor of the
FRANCHISOR.

F. Modification of the SYSTEM. The FRANCHISOR may, from time to

time, require modifications and/or variations to the methodology in
implementing the SYSTEM, subject to such revisions as the FRANCHISEE
and FRANCHISOR may mutually agree upon in writing.

If the FRANCHISOR, in his reasonable discretion, determines that a particular

Service or Product being offered within the SYSTEM is no longer economically
feasible or needed, it may terminate the same after written notice to the
FRANCHISEE at least fifteen (15) days prior to effectivity.

G. Non-compete. During the TERM of this Agreement, the FRANCHISEE

cannot copy or replicate the image, SYSTEM STANDARD, policies of the
FRANCHISOR or otherwise engage in the same salon business.

H. Notice & Correspondence. All notices, correspondence, or

communications required or permitted to be given by the FRANCHISOR or
FRANCHISEE shall be delivered in writing, email, through phone call or
any other means acceptable to both or commonly used by the general
public, received or made by an authorized person of:

1. FRANCHISOR: CUT SALON SKINCARE & SPA

Name: Warren Encarnacion

Address:Cut Academy 1581 yuseco street corner Rizal avenue

sta. cruz Manila

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 Fax No. ________________

Tel. No. 83538404

wrencarnacion_groupofsalon@yahoo.com

2. FRANCHISEE

Name: ____________________________

Position: OWNER

Address: ___________________________

E-Mail Address: _________________________

Tel. No.: _____________

If the FRANCHISEE is a natural person, in the absence of the

persons named above, she/he shall designate a person, through a
special or general power of attorney, as her/his authorized
representative or attorney-in-fact to act in behalf of or for the
FRANCHISEE with respect to the operation of the franchise.

If FRANCHISEE is a corporate entity, the execution and submission

of a Secretary Certificate or Board Resolution shall be required in
cases where the authority of the persons named above to act for
the Corporation or Partnership are modified, revoked or assigned.

Only notices or communications made by the above named parties

or those named in the Special or General Power of Attorney or
Secretary Certificate shall be honored by the other party. Exception
is the NOTICE OF DEVIATION WITH ORDER TO CORRECT
DEVIATION, which mere reception of any employee or
representative in the said branch is already considered as notice to
the Franchisee.

Should the FRANCHISEE wish to change the authorized person, it

may do so via a) a duly notarized special power of attorney signed
by the franchisee (in case the FRANCHISEE is a natural person) or
by the managing partner or majority of the partners (in case the
FRANCHISEE is a partnership or b) a duly notarized Secretary’s
Certificate accompanied by a Board Resolution authorizing the
appointment of a new representative (in case the FRANCHISEE is a
corporation)

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 The FRANCHISOR shall periodically inform the FRANCHISEE of the
updated names of those authorized to send or receive
correspondence to the FRANCHISEE.

ARTICLE 4

TERM OF FRANCHISE

A. Duration of the Agreement. The term of this Franchise

Agreement shall be _____ (__) years (the “TERM”).

B. Commencement. The duration of the Agreement will begin on

the day the branch/salon first opens for business. The FRANCHISEE
shall exert best efforts to open the branch/salon soon after the
TURN-OVER Date of the same by the FRANCHISOR.

ARTICLE 5

FRANCHISE FEE

A. Franchise Fee. The total amount that the FRANCHISEE shall pay
to the FRANCHISOR is Two million pesos only (Php_________)
The amount paid represents the __ Package chosen by the
FRANCHISEE.

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 This amount covers the following:

1. Branch construction:
a) All labor charges relating to the construction of the
branch/salon;
b) All construction materials necessary for the
renovation/construction of the branch/salon (e.g., painting,
electrical installations, plumbing, lighting/plumbing fixtures,
interiors);
c) Construction of ___ stations;

2. Equipment/Appliances:
a) Air conditioning unit;
b) ____ (_) lighted Signage’s (single and double);
c) Sound system
d) ____ ( __) hydraulic chairs
e) ____ ( ___ ) Italian Spa chairs for the foot spa

3. Chemical supply

4. Initial Salon supplies

5. Cleaning/counter materials

6. Marketing Paraphernalia

Any other amounts charged by the FRANCHISOR to the

FRANCHISEE shall be covered by a separate agreement and shall
not be considered as part of the FRANCHISE FEE. Warranties for
the above-stated items are indicated in Annex D hereof.

B. Marketing or Promotional Expense. Other than the Franchise

Fee, the FRANCHISEE shall remit to the FRANCHISOR an amount of
_______________ (________) per month as Marketing or
Promotional Expense exclusive of taxes, to cover all marketing
expenses necessary to promote the CUT Salon branch such as, but
not limited to, advertising expenses, and expenses relating to
promotional activities. This amount shall be remitted every fifteenth
(15th) day of the month.

C. Schedule of Payments. All payment to the FIRST PARTY shall be

made in accordance with the schedule of payments herein attached
as Annex “G”.

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 ARTICLE 6

PERMITS/TAXES/REGISTRATIONS

It shall be the SOLE responsibility of the FRANCHISEE to obtain all

building, utility, sign, health, sanitation, business and other permits
required to construct and operate the salon/branch.

It shall likewise be the sole responsibility of the FRANCHISEE to

ensure the registration of the business with the Bureau of Internal
Revenue, the procurement and issuance of official receipts, the proper
remittance of taxes and other obligations to the appropriate government
agencies.

The FRANCHISEE shall solely be responsible to comply with all

laws, regulations and local ordinances such as but not limited to the
requirement of certain local government units for business establishments
to install and maintain surveillance camera systems.

Failure of the FRANCHISEE to comply with any relevant law, rule,

ordinance or government requirement which tends to cause damage or
liability or adversely affects the reputation or goodwill of the
FRANCHISOR’s CUT SALON business, and which failure is not adequately
rectified within a reasonable period, shall be a ground for the pre-
termination of this Agreement.

It shall be the responsibility of the FRANCHISEE to secure water

and electrical permits and connections.

ARTICLE 7

MANAGEMENT AND MAINTENANCE OF THE BUSINESS

1. Operating Days / Hours. The FRANCHISEE shall operate the BRANCH

during business days/hours as mandated/approved by the FRANCHISOR.
It is recommended that the BRANCH operate 7 days a week, from _____
am to _____pm.

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 It shall be the responsibility of the FRANCHISEE to ensure continuity of
operations.

The FRANCHISEE shall ensure that the BRANCHES shall be open and
operational at all times, bearing in mind that erratic operations and/or
continuous closure of the salon shall damage the CUT Salon brand and
its business reputation.

In the event that the salon/branch is closed for more than ten (10) days
without any written consent of the FRANCHISOR, the same shall be
sufficient ground for termination of the Franchise, in which case, the
Franchise Fee shall be deemed forfeited in favor of the FRANCHISOR.

2. Repairs, Renovations, Repainting. It shall be the responsibility of the

FRANCHISEE to make minor renovation, repairs and repainting of the
BRANCH, including its signage and other equipments, when practicable
and applicable to make sure that the CUT Salon Branch is always
presentable and compliant with the FRANCHISOR’s standard lay-out and
design.

ARTICLE 8

TRAINING AND PERSONNEL REQUISITIONS

A. FRANCHISOR’s Operations Manual. For the duration of this

Agreement, the FRANCHISOR shall, at no charge, loan one copy of the
SHOP OPERATIONS MANUAL to the FRANCHISEE.

B. Initial Training; Duration. Initial training shall be provided by the

FRANCHISOR, through his duly authorized representative.

The FRANCHISOR’s representative/s shall conduct hands on training for two (2)
weeks from opening date. This training shall include the training of branch OIC,
cashier/s, maintenance personnel, inventory/storage clerks, beauty consultants,
etc.

Observation/attendance by the FRANCHISEE of this training period is highly

recommended in order for the latter to ensure a proper understanding of the
operation of a salon business and to ensure proper management thereof.
Training will be conducted during the branch’s operations in order to ensure that
the quality of service during the soft or grand opening shall be appealing to all
new customers.

C. Subsequent Training. The FRANCHISEE’s employees engaged after the

initial training may undergo hands-on training at the main branch of the
FRANCHISOR, or any of its existing branch, under the supervision of the
FRANCHISOR’s staff.

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 1. Training shall be conducted for two weeks.

2. The FRANCHISOR shall shoulder all training allowances,

including transportation and other expenses of the trainee.

3. Any beauty consultant engaged by the FRANCHISEE or any

promotion of an existing beauty consultant shall be made
only after a Certification Process to be undertaken by the
FRANCHISOR.

D. Requisition of Personnel. The FRANCHISOR shall be responsible

for providing beauty consultants (e.g., majorists, rebonders, nail
specialists, cutters and assistants). Although the FRANCHISEE may
request for the deployment of a replacement, the same must be for a
valid reason. Moreover, the requisition of personnel and the
FRANCHISOR’s obligation to provide the same shall only be for a period of
one (1) year from start of operations. After said period, it shall be the
responsibility of the FRANCHISEE to scout for and engage needed
personnel but such personnel shall still be required to undergo the
Certification Process of the FRANCHISOR. Moreover, it is agreed and
understood that the FRANCHISOR shall in no case be responsible for
supplying cashier/s, maintenance personnel and inventory/stock clerks.
For said personnel, it shall be the FRANCHISEE’s responsibility to ensure
compliance with labor laws.

ARTICLE 9

RENEWAL OF FRANCHISE AGREEMENT

A. Notice of Intention to Renew;. At least sixty (60) days before the

expiration of the TERM of this Agreement, the FRANCHISEE shall notify
the FRANCHISOR in writing of her/his intention to renew the same. In the
absence of such notice, it shall be assumed that the FRANCHISEE does
not intend to ask for the renewal of the franchise.

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B. Assessment and Decision of the Franchisor ; Within thirty (30) days
from receipt of the notice referred in the immediately preceding
paragraph, the FRANCHISOR shall notify the FRANCHISEE of its intention
to renew, if assessed to be qualified or otherwise, its intention not to
pursue the renewal. The notice shall clearly indicate or express the result
of the performance evaluations conducted and whether the FRANCHISEE
would be allowed or has met all the qualifications to renew the Franchise
or not. If the FRANCHISEE, despite being assessed to have not met the
standards to be allowed to renew, feels aggrieved by the decision, the
FRANCHISEE may ask for a meeting with the FRANCHISOR for further
clarification.

C. Renewal of Franchise. In case the Agreement is renewed, the parties

shall mutually enter into a renewed Franchise Agreement, subject to
payment of the prescribed franchise fees.

ARTICLE 10

SALE OF THE BUSINESS

A. The FRANCHISEE may not assign the FRANCHISE or any other right or
obligation hereunder. However, FRANCHISEE may sell his entire business
to a third party with the prior written consent of the FRANCHISOR or his
assigns subject to the conditions indicated herein.

B. At least thirty (30) days prior to the execution of any transfer of the
entire business, the FRANCHISEE shall duly notify the FRANCHISOR of
such intention.

C. The transfer document shall include an undertaking by the transferee to

comply with the SYSTEM and to assume all obligations herein. In
addition, the rights transferred herein shall only pertain to the balance of
the term of this Agreement.

Article 11
MISCELLANEOUS PROVISIONS

A. Severability. If any term, clause, provision or part of this Agreement is

held by a court of competent jurisdiction to be invalid, illegal or
unenforceable, then such judgment or declaration shall not affect,
invalidate and impair the remainder of this Agreement and shall only be
confined or operative to the term, provision, clause or part of this
agreement directly involved in the controversy or proceeding in which
such declaration or judgment was rendered. All remaining terms which are
not dependent on those held invalid or unenforceable, will remain in full
force and effect

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B. No Implied Waiver. Either party’s failure to exercise any right or option
given to it hereunder, or failure to insist upon the strict performance or
compliance of any of the terms of this Agreement shall not constitute a
waiver of any terms or conditions of this Agreement with respect to any
other or subsequent breach or continuing failure to perform or delay with
all the terms herein.

C. Costs and Attorneys’ Fees. If FRANCHISOR incurs expenses in

connection with FRANCHISEE’s failure to pay the amounts due to the
former or to otherwise comply with this Agreement, the FRANCHISEE
agrees to reimburse the FRANCHISOR for any costs and expenses which
the latter may have incurred, which includes, without limitation,
accounting, attorneys’ and other related fees.

D. Governing Law. This Agreement shall be governed by and construed in

accordance with Philippine laws.

E. Binding Agreement. This Agreement, once executed shall constitute the

sole and entire binding agreement among the parties and their respective
executors, administrators, heirs, beneficiaries, assigns and successors in
interest; and the parties waive the right to rely on any alleged express
provision not contained herein. The parties agree to execute such other
documents, deeds, contracts as may be necessary to give full effect to the
provisions of this Agreement, which, when executed, shall be deemed to
form part of this Agreement.

F. Assignability. This Agreement may be assigned at any time by the

FRANCHISOR, and without need of any consent of the FRANCHISEE, to a
entity in which he is a major stockholder. The FRANCHISEE may not
assign this Agreement to any other person or entity unless with prior
written consent of the FRANCHISOR.

IN WITNESS WHEREOF, the parties have signed this Agreement this ___th day
of _______ 2023__ at ______________ City.

This Agreement shall be binding upon the heirs, successors-in-interest and

assignees of the parties herein.

FRANCHISOR FRANCHISEE
WARREN R. ENCARNACION __________________

16
FRANCHISE AGREEMENT FOR ____________ BRANCH
FRANCHISE PACKAGE: ____
 SIGNED IN THE PRESENCE OF:

_____________________ ______________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

) S.S.

BEFORE ME, a Notary Public for and in ______________, this ______day

of _______________, 2023, personally appeared the following persons with their
respective Competent Evidence of Identity:

NAME ID/ Date & Place Issued

Known to me to be the same person who executed the foregoing Franchise

Agreement which they acknowledged to me as their free and voluntary act and
deed.

This Agreement consists of ____ (__) pages, including this page, duly signed by
the FRANCHISEE and on each and every page hereof.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my

notarial seal on the day and place above-written.

Doc. No. _______;

Page No;_______;
Book No._______;
Series of 2023___;

ANNEX A

 90 percent upon signing contract (The Franchise Agreement) and 10

percent upon turnover of the salon (1st day of operation).

PRICELIST

SERVICES

CUT WITH BLOW DRY

REBOND ANY LENGTH
BASIC HAIR COLOR ANY LENGTH
HAIR SPA ANY LENGTH
1 MINUTE THERAPHY ANY LENGTH
LUXURY HOT OIL/LHO ANY LENGTH
17
FRANCHISE AGREEMENT FOR ____________ BRANCH
FRANCHISE PACKAGE: ____
 KERATIN BOOSTER ANY LENGTH
DIAMANTE
BRAZILIAN BLOW-OUT
COLOR LIFTING
CAREFLEX
HI-LITES/PER PROCEDURE
FOILAYAGE
LUMINA
COLOR REBORN
MIRACLE TREATMENT
BALAYAGE
POWER TRIO
ALLIN 2500
RENEURA 3000
COLDWAVE
HAIR AND MAKE-UP
MANICURE & PEDICURE
FOOTSPA WITH MANI & PEDI
GEL POLISH WITH MANI & PEDI
EYELASH EXTENSION

PERMANENT MAKE –UP

EYEBROW SHADING
EYEBROW TATTOO
OLD EYEBROW TATTOO RECONSTRUCTION
EYELID SHADING
EYELINER SHADING
PERMANENT LIPSTICK SHADING
LIPLINER SHADING

PERMANENT BLUSH-ON
OLD EYEBROW TATTOO REMOVAL
SKIN PIMENTATION SHADING

ANNEX B

CHEMICALS

ITEMS PRICE QTY TOTAL

REBOND #1 (1000ml) 20
REBOND #2 (1000ml) 20
FAST REBOND #1 -
FAST REBOND #2 -
CONDITIONER (PER GAL) 2
SHAMPOO (PER GAL) 2
HAIR SPA (PER GAL) 2
OLA PLATINUM BLEACH POWDER 5
18
FRANCHISE AGREEMENT FOR ____________ BRANCH
FRANCHISE PACKAGE: ____
CELLO FILM WRAPPER 1
FOOT SOAK (PER GAL) 1
FOOT LOTION ( PER GAL) 1
FOOT SCRUB ( PER GAL) 1
ACETONE ( PER GAL) 1
1 MINUTE THERAPY (100 ml) 5
CUTICLE REMOVER 1
MERTHIOLATE (PER GAL) 1
CALLOUS REMOVER -
SALON POWDER (TALCUM) 2
HAIR MOISTURIZER (1000 ml) 24
HAIR WAX 20
PRO V (per PC) 100
HI LITES (FOIL) -
PEROXIDE/ OXIDIZER (3% - 12% ) 25
COLORANT 100
COLOR CHART 2
ELECTRONIC SCALE 1
PROCEDURE MANUAL 1

TOTAL

ANNEX C

PROCEDURE / APPLICATION OF CHEMICAL

19
FRANCHISE AGREEMENT FOR ____________ BRANCH
FRANCHISE PACKAGE: ____
 ANNEX D

OVER THE COUNTER PRODUCT [OTC]

HAIR MOISTURIZER
HAIR WAX
PROV
I CURE SHAMPOO AND CONDI

ANNEX E

SALON SERVICES AND COMMISSIONS

SERVICES PRICE COMMI % MAJORIST ASSIST

TRIM / HAIRCUT 50/80/100 40 20/30/40
SHAMPOOING 50 50 25
BLOWDRY 100 25 25
IRON 200 25 50
PLUCK/SHAVE 50 FIXED 10
THREADING 100 50 50
TRIBAL CUT HAIR TATTOO 100 MIN 50 50
HOT OIL 150 20 30
HAIR SPA 250 20 50
1 MINUTE 350 20 40 30
HAIR DYE (REGULAR) 350 20 40 30
HIGH LITES MEN 350 20 40 30
HIGH LITES WOMEN 350 20 40 30
BLEACH MEN 350 20 40 30
BLEACH WOMEN 350 20 40 30
COLDWAVE / PERMING 800 min 20 or 50
HAIR & MAKEUP 800 50 400
20
FRANCHISE AGREEMENT FOR ____________ BRANCH
FRANCHISE PACKAGE: ____
BRAZILIAN BOOSTER 520 20 64 40
COLOR REBORN 1000 20 150 50
LUMINA 750 20 150 30/40
DIAMANTE 1000 20 150 50
KERATIN BLOWOUT 1500 20 220 80
ABSOLUTE REBOND 800 25% 150 50
REB/ MIRA 3500 (25%-20%) 510 230
ABS.REBOND W/TREATMENT 1500 (25%-20%) 240 100
POWER TRIO 2000 (25%-20%) 290 150
ALL IN 2500 (25%-20%) 360 180
RENEURA 3000 (25%-20%) 440 200
MIRACLE 2500 20 500
MANICURE 75 50 37.5
PEDICURE 75 50 37.5
MANI & PED 150 50 75
FOOTSPA 250 50 125
FOOTSPA GEL 300/350 50 150/175
NAIL ART 100 MIN 50 50
COLOR LIFT STARTS@ (BLEACH) 500 20 70 30
PRO V 350 20 70
FOILAYAGE STARTS @ 1000 20 150 50

ANNEX F

OVER THE COUNTER COMMISSIONS

SALON PRODUCT PRICE COMMI%

H. MOISTURIZER 250 50

WAX 100 20

I CURE 500 100

PRO V 50 15

21
FRANCHISE AGREEMENT FOR ____________ BRANCH
FRANCHISE PACKAGE: ____
 Warranties

FRANCHISOR warrants that the items hereunder are all brand new
and that, if properly installed and used, shall materially be in good form
and condition. FRANCHISOR shall be answerable for concerns on the
products stated hereunder within the warranty periods indicated herein.

ITEM WARRANTY PERIOD

1. airconditioning unit One (1) month from Opening Date
2. Lighting fixtures One (1) month from Opening Date
3. Salon Furniture One (1) month from Opening Date
4. Signage One (1) month from Opening Date
5. Initial supply of chemicals Two (2) weeks from Opening Date

The warranty set forth above shall be exclusive and in lieu of all other
liabilities, conditions and/or warranties.

____________ _______________

FRANCHISOR FRANCHISEE

22
FRANCHISE AGREEMENT FOR ____________ BRANCH
FRANCHISE PACKAGE: ____