FRANCHISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Franchise Agreement (“Agreement”) is entered into ___________

by and between ________________________, a registered juridical entity
in accordance with Philippine law, with office address at
__________________ City, represented by
____________________________________. ( hereinafter referred to
as “FRANCHISOR”) and ____________________________, with address
at ___________________________, represented herein by
________________________ (hereinafter referred to as “Franchisee”).

Each of the Principal and Franchisee shall be referred to as “Party” and

shall be collectively referred to as “Parties”.

WITNESSETH:

WHEREAS, the Franchisor is in the business of

___________________________________ (“Products”).

WHEREAS, Franchisor hereby grants to the Franchisee the right to

operate its business with the use of Marks and pursuant to the Licensed
Methods of Franchisor under the terms and conditions contained hereunder.

WHEREAS, Franchisee agrees to only use the trademark, trade name,

logo, emblems of origin and the like referred to as Proprietary Marks, and to
strictly utilize all aspects of the business franchised hereunder in accordance
with the methods and systems developed and prescribed which can be
changed, improved and further developed from time to time pursuant to the
Licensed Methods of the Franchisor.

WHEREAS, the Franchisee shall establish the subject franchise

business at a location identified herein or to be later identified, provided
however that Franchisee shall not be allowed to transfer the business
location to another without prior written consent of the Franchisor.

NOW, THEREFORE, for and in consideration of the terms and

conditions set forth herein, the Parties hereby stipulate and agree as follows:

Article 1. Payments

A. Franchisee Fee:
As consideration of the Appointment, Franchisee shall pay the
Franchisor in the amount of __________________ (Php
________________) representing
Package:_________________________ and Franchisee Fee due on
the signing of this Agreement effective
______________________________. Upon payment of the
Franchisee Fee, the Franchisee is entitled to the following:

 Use of trade names and logo

 Semi-Hi End Food Cart
 Operating Equipment and Utensils
 Set of Personal Uniform
 Comprehensive Training
 Notarized Franchise Agreement
 Non Payment of Renewal Fee
  No Hidden Charges
 No Quota
 No Royalty Fee

B. Orders:

The Franchisee shall pay the amount of Products it shall order from
the Franchisor including the fee for the delivery or shipment or other
related terminal fees of the Products at the designated locations
chosen by the Distributor which must be within the Territory.

C. Set-Off and Withholding of Payment:

The Franchisee agrees that it shall not set-off any amount due from
the Franchisor with respect to its financial obligations under this
Agreement. Likewise, the Franchisee shall not withhold any payment
due to the Franchisor. Any violation under this Article entities the
Franchisor to terminate this Agreement with right to damages.

Article 2. Non-Refundable of Payment:

This Franchisee fully understands and agrees that the Payments

mentioned in the immediately preceding Article is totally non-refundable
upon the commencement of this Agreement.

Article 3. Pricing

The Franchisor shall set the selling prices of the products to which the
Franchisee must fully comply, this Franchisee shall not in any event increase
or decrease the prices without the written authority of this Franchisor.

Article 4. Term

This Agreement shall be effective for a period of one (1) year

commencing on the effective date as provided in Article II of this Agreement
and ending on _____________. Notwithstanding the foregoing, the parties
agree to renew this Agreement.

Renewal will only take place the moment the Franchisee signifies in
writing his/her intention to renew this agreement within 30 days prior to the
expiration of the one (1) year period. Renewal of the term shall mean an
extension of another one (1) year period. Failure to provide the Franchisor of
the required written intention will result to the automatic termination of this
agreement. Provided further, the renewal shall not be granted unless the
distributor had substantially complied with the rules, regulations and policies
as mandated by the principal including the pertinent provisions stated in this
agreement.

Article 5. Quality Control

This Franchisee agrees to maintain and operate strictly in compliance

with this Agreement, the standards given by the Franchisor and the
specifications contained in the manual. The Franchisor cannot be held liable
for any misuse or mishandling of the methods, system and products by the
Franchisee.

A. Personal and Training requirements:

It shall be the duty of the Franchisee to thoroughly familiarize itself
with the standards and methods of operating the business and hire
sufficient, qualified and competent personnel to meet the standards
set by the Franchisor in the operation of the business. Prior to the
 conduct of business, the Franchisee and/or its authorized
representative must undergo training/seminar provided by the
Franchisor.

B. Random Spot Checking:

The Franchisor reserves the right to check the Franchisee’s business

premises at any time of business day without further notice. This is to
ensure the mandatory compliance of the Franchisee as regards the
products being sold, trademarks/service marks being used and other
related products are strictly followed in accordance with the
Franchisor’s guidelines. Any violation of the Franchise will be dealt
with accordingly with this agreement. Further, the Franchisee
exercises no restraint in the Franchisor’s right to check the former’s
business on matters as stated while this agreement is in its due
existence.

Article 6. Compliance with Law

Franchisee agrees to conduct the operation of business in compliance

with all the applicable laws and regulations that are and may be applicable
to the Franchisee with respect to all the activities under this Agreement.
Franchisee agrees to take all such further acts and execute all such further
documents as Supplier reasonably may require in connection with such
compliance.

Article 7. Relationship of Parties

This Agreement does not create any fiduciary relationship between

Franchisor and Franchisee. Nothing in this Agreement shall constitute the
Franchisee as an agent, legal representative, subsidiary, joint venture,
partner or employee of the principal.

Franchisee is not authorized to make any contract, agreement, warranty

or representation or to create obligation, expressed or implied, on behalf of
the Franchisor.

Article 8. Indemnification

Franchisee agrees to indemnify and hold Franchisor harmless from any

and all actions, awards, claims, losses, damages, costs and expenses
( including reasonable attorney’s fees) attributable to Franchisee’s breach of
this Agreement or to negligent, grossly negligent, wilful or unlawful acts or
omissions of Franchisee, its employees, officers, agents, or representatives.

Article 9. Assignment

Franchisee shall have no right to assign any of its rights or obligations

under this Agreement without the prior written consent of Principal. Any
assignment without such written consent shall be void and of no legal effect
whatsoever, in the event of valid assignment, this Agreement shall be
binding upon the Franchisees permitted assigns.

Article 10. Death or Permanent Incapacity of Distributor

Upon the death, permanent incapacity or termination of juridical

personality of the Franchisee within the affectivity of this Agreement, the
Executor, Administrator of authorized Representative of the Franchisee shall
assume the personality of the Franchisee under this Agreement but shall
only for the unexpired portion of the term.
 Article 11. Default and Termination

The Franchisor shall have the right to terminate this Agreement

immediately upon the occurrence of any of the following events:

A. Unauthorized Disclosure:
In the event the Franchisee intentionally or negligently discloses to
any unauthorized person the contents of or any part of the Principal’s
manual or any trade secrets or confidential information provided or
acquired by the Franchisor in the during the course of its business
relationship with the Principal.

B. Abandonment:
If the Franchisee ceases to operate the business or abandons the
location or forfeits the right to operate the business.

C. Failure to Make Payments:

If the Franchisee fails to pay any amount due the Franchisor within
ten (10 days from notice to pay.

D. Criminal Conviction:
If the Franchisee is convicted of a felony, a crime involving moral
turpitude or any crime or offense that is reasonably likely, in the sole
opinion of the Franchisor, to materially and unfavourably affect the
goodwill or reputation of the Franchisor.

E. Purchasing and selling of products from other suppliers is STRICTLY

not allowed, Franchisee will order products to assigned distributors
per area only.

F. Franchisee is not allowed to be the same location of other franchisee,

Franchisor allows Franchisee at least 500 meters away from the other
Franchisee and subject for approval by the Franchisor.

G. Unauthorized use of products not included in the lists of the

mechantable items provided by the Franchisor or unauthorized use of
emblems, trademarks or service marks other than that prescribed by
the franchisor, or any form of alterations of any kind on the emblems,
trademarks, service marks on the prescribed products.

If the Franchisee wilfully violates any of the terms regarding the use,
sale of the prescribed products of the franchisor as well as use of
altered emblems, marks and service marks of the Franchisor which
materially affects the good will of the latter.

Article 12. Effects of termination

Upon termination of this Agreement for any reason, the following shall
apply:

A. All rights granted to Franchisee under this Agreement shall cease.

B. All outstanding balance owed by Franchisee to Franchisor shall
become immediately due and payable.
C. Any obligations of Franchisor to Franchisee under this Agreement shall
immediately cease.

Article 13. Confidentiality

The Franchisee shall treat all the information receives from the Principal
is strictly confidential and shall not use such information in an
unauthorized manner or disclose the same to any unauthorized person
without the written consent of the Principal.

This obligation of the Franchisee shall survive this Agreement.

Notwithstanding the foregoing, either party may disclose confidential
information to governmental agencies or by court order to the extent
that this is required by law, regulatory or judicial order.

Article 14. Notice

Any notice, demand, or request permitted to be given by either Party to

the other, and any instrument required or permitted to be tendered or
delivered by either Party to the other, shall be in writing and addressed
to the other Party and be so given, tendered, or delivered, as the case
may be, by a recognized courier company or via personal delivery at
their respective addresses set forth in this Agreements.

Article 15. Governing Law and Settlement of Disputes

a) This Agreement and the rights and obligations of the Parties

hereunder shall be governed by and construed accordance with the
Laws of Philippines.

Should there be a dispute or disagreement between the parties

regarding the interpretation of the provisions of the Agreement or the
performance of their respective obligations under this Agreement, a
Party shall send the other Party a written request for a meeting in
order to discuss and resolve the dispute. The Parties, in good faith,
shall endeavour to reach an amicable settlement within thirty (30)
calendar days from receipt of the written request. If the Parties fail to
settle the dispute during said period, either party may avail of legal
remedies to protect its interest before the proper court.

All legal disputes arising from this Agreement shall only be filled
exclusively in the proper courts of Iloilo City.

b) Arbitration Clause:
If both Parties herein agree, any dispute, controversy or claim arising
out of or relating to this contract or the breach, termination or
invalidity thereof shall be settled by arbitration. All claims and
disputes arising under or relating to this Agreement are to be settled
by binding arbitration in accordance with the Philippines Dispute
Resolution Center Inc. and other modes of Arbitration Rules as at
present in force.

Any decision or award as a result of any such arbitration proceeding

shall be in writing and shall provide an explanation for all conclusions
of law and fact and shall include the assessment of costs, expenses
and reasonable attorney’s fees. Any such arbitration shall be conduct
by an arbitrator experienced in commerce and related industry and
shall include a written record of the arbitration hearing. The parties
reserve the right to object to any individual who shall be employed by
or affiliated with a competing organization or entity. An award of
arbitration may be confirmed in a court of competent jurisdiction.

Article 16. No Waiver

 Franchisee acknowledges and agrees that any failure on the part of
Franchisor to enforce at any time or for any period of time, any of the
provisions of this Agreement shall not be deemed or construed to be a
waiver of such provision or of the right of Franchisor to enforce each and
every provision thereafter.

Article 17. No Liability

The Franchisor shall not be liable for any indirect, special, incidental or
consequential loss or damage for any loss profits or loss or revenues
suffered by Franchisee arising from or in any way connected with this
Agreement or the sale, distribution or use of the Franchisor’s Products.

Article 18. No Assurance

Franchisee acknowledges and agrees that the business venture

contemplated in this Agreement involves substantial risks and depends
upon Franchisee’s ability as an independent business person and his/her
active participation in the daily affairs of the business. No assurance or
warranty, express or implied has been given or provided as to the
potential success of such business venture or the earnings to be
achieved.

IN WITNESS WHEREOF, parties herein affixed their signatures on the

date and place above written.

ALBERTO ONG SEYAN, JR. ____________________

Franchisor Franchisee

Signed in the presence of:

_____________________________&___________________________

Republic of the Philippines)

City of Iloilo )s.s
X====================X

BEFORE ME, this _______________, in the City of Iloilo, Philippines,

personally appeared:

Name ID Number Date/Place of Issue

Alberto Ong Seyan, Jr. _____________________ ___________________

who presented to me his/her Identification Card with signature and

photograph appearing thereon, showing authentic proof of her/his identity,
known to me and to me known to be the same persons who executed the
foregoing instrument, and he/she acknowledged to me that the same is
her/his free and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date and place above-

mentioned.

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2020.
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Corporation to process my personally identifiable information declared in this
document for the purposes disclosed in the Privacy Notice.

I understand the purpose for disclosing this personally identifiable

information to RE Franchising Solution Corporation and have understood and
read the Privacy Notice of RE Franchising Solution Corporation. I am aware
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