MEMORANDUM OF AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This AGREEMENT made and executed in Cebu City, Cebu this

______________________________________, by and between:

_______________________, ( ICE CASTLE ) of legal age, married, Filipino,

with known address at __________________________________________________ and
hereinafter referred to as the FIRST PARTY,

– and –

GIL ABELA, JR. ( Freelance Senior Consultant), of legal age, single, Filipino,
with known address at UNIT 2108, CITY SUITES, RAMOS Cebu City, and
hereinafter referred to as the SECOND PARTY;

WITNESSETH:

WHEREAS, the FIRST PARTY, in line with his INTEGRATED MARKETING

COMMUNICATIONS & OPERATIONS requirements is hiring the SECOND PARTY
and partner to develop customized IMC/Operations CONSULTANCY program of
ICE CASTLE from August 15, 2017 – January 10, 2018. Consultancy extension
shall be at the discretion of the SECOND PARTY.

WHEREAS, the SECOND PARTY, provide Subject Matter Expertise to the

FIRST PARTY during the scope of the consultancy.

WHEREAS, the SECOND PARTY, is engaged in IMC/Operations set up

consultancy with the following elements and engagement:

INTEGRATED or GENERAL
CONSULTANCY SERVICES
covering :

A.1 Coaching, systems and

procedures creation and
development of the store
operations from back of the
house to the front of the house to
include Commissary Operations
and setting of HR guidelines,
code of conduct, necessary tools,
forms and checklists.
A.2 Strategic Planning
development to set and create
direction of the Organization.
A.3 Assessment and
improvement on the
Organizational Structure to
include alignment on key
functions, job descriptions and
key result areas.
A.4 Creation of Training Need
Analysis , development of
Training support to the team and
training calendar to maximize the
Skills, Knowledge and Attitude
of the Team.
A.5 Understanding the Brand
Positioning to include creation of
Local Store Marketing
campaigns, tactics, strategies to
increase awareness and sales
building initiatives.
A.6 Regular and scheduled
coaching, mentoring of the Team.

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 A.7 Assistance and set up of
Opening Checklist to the Opening
of the new branch.
A.8 Integrated Marketing 1.Strengthen existing marketing
Communications development model or creation of marketing
covering both traditional and non- concept that shall position the
traditional platforms product or service to its desired
( aggressive PR, Media and target market.
Social Media Content 2.Strengthen the brand to
Development ). include campaign creation as
articulated in both traditional
and non traditional platforms.
3.Creation of organizational
structure or staffing to include
selection, training, coaching and
mentoring.
4.Creation of guidelines to
include vision, mission and
values that is aligned to the
desired marketing results.
6.Creation of tactics, strategies,
sales initiatives and plans
maximizing all possible revenue
streams or variables from pre-
opening, during opening and
post opening campaigns.

Management Consultancy Fee : Management Consultancy Fee of P

85,000.00
P 75,000.00 nett for a minimum of one
year consultancy service at maximum
of three new opening outlets support set
up +
P 5,000.00 worth of product signing
privilege or representation per month.
Consultancy Intervention shall be set in
a calendar planning ( weekly or
monthly schedules ).

NOW, THEREFORE, for and in consideration of the following premises, aforesaid

parties hereby agree and stipulate, that:

1) The Project Monthly Development Fee is P 75,000.00 nett plus

P 5,000.00 worth of product signing privilege or representation for an
initial one year agreement at the following payment schedules :
a. P 25,000.00 – upon signing of the agreement
b. P 50,000.00 – September 15 + P 5000.00 product
representation
c. P 37,500.00 - every 15th and 30th of the month +
P 5000.00 monthly product representation from October
30, 2017 to August 15, 2018

d. Payment Payee is GIL P. ABELA, JR.

2) The Second Party undertakes to furnish the First Party pertinent

periodic reports relative to the study requirement.

3) Herein parties agree to fully cooperate and substantially comply

with the foregoing terms and conditions.

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VARIATION:

The terms and conditions of the Agreement between the PARTIES are
contained only in this Agreement. No servant or agent of any of the parties has
the authority to agree to any oral variation or modification of or addition to
these terms and conditions in any circumstances whatsoever. Any variation of,
or modification or addition to this Agreement shall be made in writing and
executed by the parties or their duly authorized representatives.

NOTICES:
Any notice to be given to any party shall be addressed to the accredited
official of the respective party at the address stated in this Agreement or such
other address as either party may, from time to time by notice in writing to the
other party, designate for that purpose.

IN WITNESS WHEREOF, the parties have executed this Memorandum of

Agreement this ______ day of _____________2017 in Cebu City, Cebu,
Philippines.

_____________________ GIL P. ABELA,JR.

Signed in the Presence of:

____________________________________ ________________________________

REPUBLIC OF THE PHILIPPINES )

CITY OF CEBU.........................) S.S.

ACKNOWLEDGMENT
BEFORE ME, this _______ day of _______________, in the City of Cebu,
Philippines, personally appeared the above-mentioned parties with their
respective CTC(s), to wit:

GIL P. ABELA, JR.

CTC No._________Issued________at________
_________________
CTC No._________Issued________at_________

and known to me and to me known to be the same persons who executed the
foregoing instrument and acknowledged to me that the same are their free and
voluntary act and deed.

This instrument numbering three (3) pages including this page in which
the acknowledgment is written and has been signed by the parties and their
witnesses on each and every page hereof.

WITNESS MY HAND AND SEAL, in the date and place first above-
mentioned.

DOC. NO.________;
PAGE NO.________;
BOOK NO.________;
SERIES OF 2017.