FRANCHISE AGREEMENT

This Franchise Agreement (the “Agreement”) is made and entered into

this __th day of _____________ of 20___, by and between:

STIBGAM CORPORATION, a corporation duly organized and

existing under and by virtue of the laws of the Republic of the
Philippines, with principal office at 207A The Winland Residences #45
Tomas Morato, Quezon City Philippines 1103, and represented by its
President and CEO, Sheila V. Magbitang, hereinafter referred to as
"Franchisor",

-and-

________________________________________, Filipino, of legal

age, and with residential address at
_______________________________________________________________
_______________________________________________________________
______hereinafter referred to as the “Franchisee.”

Each shall be referred to as a “Party,” and collectively the

“Parties.”

-WITNESSETH THAT:

WHEREAS, the Franchisor is engaged in the business of franchising food retail

stalls, kiosks, carts and restaurants throughout the Philippines; and in connection
therewith, licensing the use of certain service marks and trademarks, which said stalls
are herein referred to as TATA TED Food House; and

WHEREAS, as the result of the expenditure of time, effort and money, the
Franchisor has acquired unique experience, special recipes and formulations, special
skills, expertise, technologies, technique and knowledge with reference to the
development, opening and operation of a specialty foodservice store selling
proprietary burgers, siomai, rice meals and other related products, services and
facilities; and
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WHEREAS, Franchisor has devised a standard, unique and uniform system for
the establishment, operation and development of designated store structures with
distinctive fixtures, equipment, interior and exterior, accessories and color scheme,
foodservice products, services, inventory and reporting system, and comprehensive
management assistance, which system is identified by the mark TATA TED Food
House;

WHEREAS, Franchisor is the sole and exclusive owner of the entire right, title,
and interest, together with all the goodwill connected therewith, in and to the service
and trademark TATA TED Food House and other Proprietary Marks and Copyright;
and

WHEREAS, the Franchisor envisions itself to establish a high reputation with

the public as to the quality of food and services provided by TATA TED Food House
stalls, kiosks, carts and restaurants, which said high reputation and good will shall be
a unique benefit to Franchisor and its franchisees;

WHEREAS, TATA TED Food House stalls shall have a uniform look and feel
and provide uniform type of consumer services and products which are part of the
TATA TED Food House system;

WHEREAS, the Franchisee recognizes the benefits to be derived from being

identified with and licensed by the Franchisor, and being able to utilize the system,
names and marks which the Franchisor makes available to the Franchisees;

WHEREAS, the Franchisee desires to be licensed to operate an TATA TED

Food House stall pursuant to the provisions hereof and at the location specified
herein, and Franchisee has had a full and adequate opportunity to be thoroughly
advised of the terms and conditions of this Agreement by counsel of its own choosing;
and

NOW, THEREFORE, for and in consideration of the above premises and of the
mutual covenants hereinafter set forth, the Parties hereby agree as follows:
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1. APPOINTMENT AND FRANCHISE FEE

A. Franchisor hereby grants unto Franchisee the right to use the registered
mark TATA TED Food House and franchise right and privilege to use Franchisor’s
system and techniques in the operation of a food service store, under the specific
conditions hereinafter set forthhereinafter set forth in Schedule “A” thereof, in one
location only, the location to be: __________________________________

B. Franchisee shall pay the Franchisor a Franchise Fee in the amount of Ten
Thousand Pesos (₱10,000.00). In return for which, the Franchisee shall receive all
rights to do business as a licensed TATA TED Food House Franchisee granted under
the terms of this Agreement, including special training course for the initial
management team and personnel, promotional and other pre-opening services, and
continuing organizational support. One hundred percent shall be paid upon the
signing of this contract.
B.
The Franchise Package Fee, in the amount of ________________, shall include
the equipment, initial stocks and other condiments in the franchise package. Any other
equipment, new fixtures and signage which are not mentioned in the franchise
package which are necessary for the effective establishment of the franchised TATA
TED Food House store, the acquisition of which shall be at the expense of the
Franchisee. In addition, the Franchise Package Fee shall not include the cost of all
Franchisee business-related licenses, permits and certifications required, goodwill
cost, deposits and advances for the acquisition of the store site, and all other expenses
necessary for the effective establishment of the franchise, the cost of which shall be for
the sole account and expense of the Franchisee. All other taxes in acquiring this
franchise, including the Value-Added Tax (“VAT”) of the Franchise Package Fee shall
also be in account of the Franchisee.

C. The Franchise Agreement will expire after one (1) year starting from the
date the agreement was madee Agreement is signed. Upon renewal of the Franchise
Agreement, the Franchisee shall pay Ten Thousand Pesos (₱10,000.00) as Franchise
Renewal Fee for another one (1) year term. The Renewal Fee does not include repairs
and improvements of all equipment, fixtures and signage necessary for the effective
operation and advertisement of the renewed franchise, the cost of which will be for
the sole account and expense of the Franchisee. The Renewal Fee does not include the
cost of all Franchisee business-related licenses, permits and certifications required,
goodwill cost, deposits and advances for the store site, and all other expenses
necessary for the effective operation of the renewed franchise, the cost of which will
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be for the sole account and expense of the Franchisee. In addition, any other taxes to
be paid in acquiring the renewal of the franchise, which include VAT of the Franchise
Renewal Fee shall also be in account of the Franchisee.

D. The Franchisee agrees that the Franchise Package Fee and all other fees
to be paid to the Franchisor by the Franchisees for the effective establishment of a
franchise TATA TED Food House store will not be refundable for whatever reason
and shall be considered as fully earned by the Franchisor upon signing of this
Agreement.

D.E. The Franchisee’s financial capacity, good business reputation, integrity,

and management skills are material to Franchisor’s consent to grant the said
Franchise. Any change in the ownership or right to manage the Franchise without the
written prior consent of the Franchisor shall give the Franchisor the right to terminate
this Agreement.

2. PAYMENT OF OTHER FRANCHISE REQUIREMENTS

A. The Franchisee agrees to contribute for the advertisement expenses

which will be incurred by the Franchisor in promoting the entire branches nationwide
and their products. Actual cost and expenses will be collected by the Franchisor to the
Franchisee, which is applicable only to the take-out franchise package such as: cart,
stall, and kiosk. Commented [EC1]: Consider a fix amount for this. Example:
Php1,500.00 per month of advertising fees

3. TERRITORIAL AREA AND RIGHTS

A. A Franchisee’s Franchise Area shall only be the actual leased store/site

located at __________________________________

B. The Franchisee shall submit a proposed location for the approval of the
Franchisor. The Franchisee acknowledges that it is its sole obligation to propose an
appropriate location, and that the Franchisor can disapprove said proposals.

B.C. The Franchisor hereby grants to the Franchisee an area of 100 meter
radius from the actual Franchisee store site as priority area for new store openings.
The Franchisor will not, as long as this Agreement is in force and effect, and the
Franchisee is not in default under any term hereof, operate or enfranchise any other
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TATA TED Food House store within an area of 100 meter radius from the actual
Franchisee store site. This restriction shall apply to the following:

1. Any and all locations franchised or in operation prior to the date of this
Franchise Agreement; and

2. Subsequent store locations within the 100 meter radius from the actual
Franchisee store site, which has been evaluated by the Franchisor as feasible,
and will not substantially affect the profitability of the Franchisee after having
first been offered in writing to Franchisee, or after having informed the
Franchisee of the availability of the outlet location and Franchisee opts not to
accept the offer, or fails to respond to the offer within 15 days after receipt of
offer, or fails to acquire the outlet location, automatically may be acquired and
operated by the Franchisor or franchised out by the latter for the parties’
mutual protection against actual or potential competition.

C.D. The Franchisee shall not establish, operate, branch out to or sub-
franchise any other permanent or temporary TATA TED Food House store.

D.E. The Franchisee shall not establish any temporary special events set-up
or selling site without prior notice to and approval of the Franchisor.

E.F. The Franchisee shall not authorize any third party to establish, operate
or branch out to any other permanent or temporary TATA TED Food House store,
special events set-up, or selling site.

4. LEASE/RENTAL CONTRACT OF FRANCHISE AREA

A. The Franchisee shall ensure that the Lease or Rental Contract for the
Franchise Site shall be in the name of the Franchisee as principal lessee at all times
during the effectivity of the Franchise.

B. The Franchisee shall, in the event that the initial Lease Contract for the
Franchise Site is in the name of the Franchisee as principal lessee, make all the
necessary arrangements to the effect that the subsequent Lease Contract for the
Franchise Site shall be in the name of the Franchisee as principal lessee.
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C. The Franchisee shall, in the event that the initial Lease Contract for the
Franchise Site is in the name of the Franchisee as principal lessee, make all the
necessary arrangement and leg work for all the required business permits and licenses
required for the effective establishment of the franchised TATA TED Food House
store. The Franchisee shall also pay for all the required business permits and licenses
required for the effective establishment of the franchised TATA TED Food House
store.

D. The Franchisee shall pay all required lease/rent deposits and advances
for the Franchise Sites and shall maintain said deposits and advances during the
effectivity of the franchise.

E. The non-compliance to any or all provisions on the Lease/Rental

Contract of Franchise Area section by the Franchisee shall constitute as a material
breach of this Franchise Agreement and shall constitute as ground for the
DISENFRANCHISEMENT of the Franchisee upon notice.

5. FRANCHISEE AS INDEPENDENT CONTRACTOR

A. This Agreement does not constitute the Franchisee as an agent, legal

representative, joint venture, partner or employee of the Franchisor for any purpose
whatsoever. It is understood between the parties hereto that the Franchisee shall be
an independent contractor with full control and direction of his business and
operations, subject only to the conditions and obligations established by this
Agreement. The Franchisee shall not make any representations tending to create
apparent agency, employment or partnership, authority to act for the other. Neither
Franchisee nor any person performing any duties or engaged in any work on the
premises at the request of the Franchisee shall be deemed an employee or agent of
Franchisor.

B. Under no circumstances shall the Franchisor be liable for any act,

omission, debt or any other obligation of the Franchisee. The Franchisee shall save the
Franchisor free from any and all damages or liabilities against any such claim and the
cost of defending against such claims arising from, or as a result of, or in connection
with, the Franchisee’s operation of franchised business.
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6. TERM OF FRANCHISE AGREEMENT

A. This Agreement shall be effective and binding one (1) years from the
execution of this contract, or until ______________, unless sooner terminated as herein
under provided. If the Franchisee has faithfully observed and performed its entire
obligation hereunder and upon the written approval of the Franchisor, the Franchisee
may renew its franchise based on the terms and conditions as determined solely by
the Franchisor and subject to the execution of a new Franchise Agreement with terms
and conditions solely determined by the Franchisor. In the event the Franchisee selects
to renew the Franchise Agreement as provided herein, the Franchisee shall send to the
Franchisor its written intent to renew at least 90 days prior to the expiration of the
initial terms granted herein. The above term and renewal thereof shall further be the
subject to the Franchisee’s ability and right to occupy the premises from which the
branch is operated. In the event the Franchisee’s occupancy of the said premises
ceased for any reason, the Franchisee shall inform the Franchisor in writing, 30 days
prior to the cessation of the said premises.

7. START OF BUSINESS AND HOURS OF OPERATION

A. The Franchisee recognizes that continuous and daily availability of

authorized products and services to the public is essential to the adequate promotion
of TATA TED Food House and the failure to provide such availability affects the
Franchisor’s image and goodwill. The Franchisee shall keep its outlet open for
business within specified times of the day as required by the Franchise site owner and
as approved by the Franchisor, except where prohibited or otherwise regulated by the
Government, and shall conduct the business in accordance with generally accepted
standards. These requirements may be change by the Franchisor from time to time.

8. STANDARDS OF SERVICE AND OPERATION

A. The Franchisee recognizes that it is essential to the proper marketing of

TATA TED Food House and to the preservation of its reputation and acceptance by
the public at large, that uniform standards of store appearance, store products and
services offered, quality of products and services offered, product and service
quantities, product and service pricing and types be maintained. The Franchisee will
at all times dispense, sell, or offer for sale to the public only such products and services
authorized by the Franchisor.
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B. The Franchisee shall purchase from the Franchisor all ingredients,

products, supplies, materials and equipment required for the operations of the
franchised outlet.

C. All purchases made by the Franchisee from the Franchisor shall be at

prices established by the franchisor and in effect at the time of purchase and shall be
on seven (7) day term only. Prices and payment terms are subject to change by the
Franchisor at any time upon notice, without creating any liability on the part of the
Franchisor to the Franchisee.

D. The Franchisor will deliver all the agreed upon products, materials and
supplies with the Franchisee during designated delivery time and dates. Designated
time and dates of the Franchisee as well as the delivery charge will be predetermined
by the Franchisor to ensure efficient distribution of products and supplies.

E. The Franchisee will be responsible for the proper handling and storage
of products and material to avoid product spoilage or damages.

F. All orders must be documented by the appropriate Franchisee purchase

orders.

G. The Franchisor and Franchisee will determine the proper condition of

products, material and supplies prior to acceptance by the Franchisee to ensure that
the stocks are in good order and are of the proper count or volume. All orders and
stock releases made will conform to systems and procedures to be determined by the
Franchisor. The Franchisor will not accept, receive or replace any returned stocks
already received and properly documented by the Franchisee. The Franchisor will not
return any payment made by the Franchisee for spoiled or expired stocks already in
possession and properly documented of the Franchisee.

H. The Franchisee shall not store, prepare or sell or distribute any product
or service other than the Franchisor’s authorized and agreed upon products and
services line due to the inherent goodwill in the Franchisor’s trademark system and
because all products and services sold at a franchised outlet is identified by the
consumer as a Franchisor’s trademark product.
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I. Because the exclusive employment of courteous, efficient and well-

groomed store personnel is necessary to project and maintain the Franchisor’s public
image and goodwill, all persons employed by the Franchisee shall be required to meet
the minimum standards of uniform dress, grooming and hygiene, as prescribed.

9. TRAINING AND ASSISTANCE

A. The Franchisee and the store manager/supervisor shall attend and

successfully complete prior to opening for business, training and familiarization
course at such place and at such length of time as the Franchisor shall designate. Said
training shall cover all aspects of operations of an TATA TED Food House Franchise.
Training fees for this purpose shall be borne by the Franchisor; transportation
expenses, training allowances and accommodations of the Franchisee, its managers
and store outlet/personnel, during this period shall be borne by the Franchisee.

B. The Franchisee shall require all its store personnel to attend and
successfully complete the TATA TED Food House Training Course prior to the
opening of the store; all training allowances and other remuneration or expenses
during this period shall be borne by the Franchisee.

C. The Franchisee shall require all its new store personnel to attend and
successfully complete the TATA TED Food House Training Course prior to their
temporary/regular duty at the TATA TED Food House stores. Further, all training
allowances and other remuneration or expenses during this period shall be borne by
the Franchisee.

D. The Franchisor shall provide continuing advisory service which shall

include, but not limited to, consultation on business or operational problems and
analysis of the Franchisee’s sales, marketing, and operational concerns and records
whenever necessary.
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E. The Franchisee or manager representative or store personnel shall, for

his own and outlets development, attend meetings, refresher or training courses and
all similar activities as shall be determined and scheduled by the Franchisor.

10. PERSONAL ATTENTION OF THE FRANCHISEE

A. The Franchisee shall personally manage the franchise store/outlet for at

least six (6) months after opening, and shall continue to personally manage the unit
thereafter, unless an employee of the Franchisee is approved by the Franchisor to act
as a manager.

B. The requirement of personal management established herein is

understood and agreed as the Franchisee’s minimum best effort to the success of the
unit consistent with the spirit of this Agreement. Personal management shall include,
but not limited to: daily visits to the unit; attention to the employee’s welfare;
inspection of facilities to ensure sanitation; cleanliness, good maintenance and general
pleasant and attractive appearance and preservation of the premises.

11. REPAIR AND MAINTENANCE OF THE KIOSK

A. The Franchisee, at its own expense, shall at all times during the duration of Formatted: Font: (Default) Palatino Linotype, 12 pt, Font
color: Black
this Agreement, maintain the interior and exterior of the franchised
premises, equipment and furnishing in good condition and attractive
appearance. The Franchisee, at the advice of the franchisor, shall make
necessary repairs to the premises in order to maintain uniform appearance
and to protect the reputation of the system. The Franchisee shall not,
without the Franchisor’s written approval, make any change in the layout
and design of the outlet.
A.

B. In the event the Franchisee does not maintain the premises as required above, the
Franchisor, after sufficient notice to the Franchisee, at its option, may order the necessary
repairs and maintenance and charge the cost of the same to the Franchisee. Such charges
will be immediately due and the Franchisee will immediately make payment for this
service. No payment from the franchisee of the service rendered shall give right to the
franchisor to deny serving products and ingredients and also gives the right to terminate
the contract without reimbursement of the franchise fee and any other expenses incurred
by the Franchisee.
B.

C. After one year of operation starting from the signing of this Agreement, the Franchisee is
compulsorily obliged to have a General Repair of his franchise branch, which shall include,
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but not limited to: the Pole signage; the top, bottom, side and all tarpaulins attached to
the store; and the general repainting of the store. General Repair shall also include the
replacement of old equipment to be replaced. All cost of the General Repair and
replacement of equipment and materials shall be for the sole account and expense of the
Franchisee. Failure of the Franchisee to make the General Repair and replacement shall
give the Franchisor the right to deny serving orders of products and ingredients to the
Franchisee, and also gives the right to the Franchisor to revoke or cancel the franchise
without reimbursement of the Franchise Fee and other related expenses such as business
permits, taxes, construction, renovation and other expenses made by the Franchisee in
acquiring the Franchise.

11.12. CONFIDENTIAL OPERATIONS MANUAL

A. In order to protect the reputation and goodwill associated with TATA

TED Food House and to maintain uniform standards of operation thereunder, the
Franchisee shall conduct its franchise activities in strict adherence to the TATA TED
Food House Operations Manual.

B. The Franchisor may, at any time, modify, amend or add to or delete any
or all parts to the Operations Manual for the protection of the Franchisor and for the
improvement of TATA TED Food House operations.

C. The Franchisee shall at all times treat as confidential, and shall not at any
time disclose, duplicate, copy, record or otherwise reproduce in whole or in part, or
make available to unauthorized persons or source, the contents of the TATA TED
Food House Operations Manual.

D. The Operations Manual shall at all times remain the property of the
Franchisor. The Franchisee shall immediately return it in good condition to the
Franchisor upon the expiration or termination of this Agreement.

E. The Franchisee covenants to conduct his operations in strict

conformance with any future modification or amendment to the Operations Manual
by the Franchisor.

12.13. ACCOUNTING AND RECORDS

A. To enable the Franchisee and Franchisor to best assert their costs and
maintain an economical method of operation, the Franchisee agrees to keep and
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preserve during the term of the franchise granted hereunder, full, complete and
accurate records, documents, books and accounts in a generally accepted accounting
form and manner.

B. The Franchisee shall submit to the Franchisor such periodic reports and
records in the manner and at the time specified in the Operations Manual, or as
specified by the Franchisor.

C. The Franchisor’s representative shall have the right, at any time, to

inspect the Franchisee’s book, records and cash control devise systems.

D. The Franchisor’s representative has the right to enter all TATA TED
Food House outlets to check the cleanliness, products, equipment and supplies during
working hours.

13.14. REMITTANCE OF PAYMENTPAYMENT

A. The Franchisee shall remit all payments due the Franchisor in the
manner and procedure as prescribed in the attached schedule of paymentsin
Schedule “2” included in this Agreement; Repairs and renovation fee if done by the
Franchisor.
B. All fees or amounts due to purchases by FRANCHISEE from the
FRANCHISOR which are not paid shall bear interests at the rate of two percent
(2%) per month. Franchisee acknowledges that this paragraph shall not be
construed as the Franchisor’s consent to receive late payments. Franchisee further
acknowledges that his failure to settle any unpaid obligations upon demand shall
result in the termination of this Agreement.
C. The Franchisor shall have sole discretion to apply Franchisee’s
payments to any outstanding amount.
A.D. Franchisee acknowledges that his obligation to pay is absolute and that
it is not entitled to withhold the payment of any outstanding obligations for any
reason.

B.A. The Franchisee, at its own expense, shall at all times during the duration
of this Agreement, maintain the interior and exterior of the franchised premises,
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equipment and furnishing in good condition and attractive appearance. The

Franchisee, at the advice of the franchisor, shall make necessary repairs to the
premises in order to maintain uniform appearance and to protect the reputation of the
system. The Franchisee shall not, without the Franchisor’s written approval, make any
change in the layout and design of the outlet.

C.A. In the event the Franchisee does not maintain the premises as required
above, the Franchisor, after sufficient notice to the Franchisee, at its option, may order
the necessary repairs and maintenance and charge the cost of the same to the
Franchisee. Such charges will be immediately due and the Franchisee will
immediately make payment for this service. No payment from the franchisee of the
service rendered shall give right to the franchisor to deny serving products and
ingredients and also gives the right to terminate the contract without reimbursement
of the franchise fee and any other expenses incurred by the Franchisee.

D.A. After one year of operation starting from the signing of this Agreement,
the Franchisee is compulsorily obliged to have a General Repair of his franchise
branch, which shall include, but not limited to: the Pole signage; the top, bottom, side
and all tarpaulins attached to the store; and the general repainting of the store. General
Repair shall also include the replacement of old equipment to be replaced. All cost of
the General Repair and replacement of equipment and materials shall be for the sole
account and expense of the Franchisee. Failure of the Franchisee to make the General
Repair and replacement shall give the Franchisor the right to deny serving orders of
products and ingredients to the Franchisee, and also gives the right to the Franchisor
to revoke or cancel the franchise without reimbursement of the Franchise Fee and
other related expenses such as business permits, taxes, construction, renovation and
other expenses made by the Franchisee in acquiring the Franchise.

14.15. MODIFICATION OF THE SYSTEM

A. The Franchisee recognizes and agrees, that from time to time hereafter,
the Franchisor may change, amend or modify the system presently identified by the
trademark TATA TED Food House, including the adoption and use of new or
modified trade names, trademarks, service marks or copyrighted materials, new
products, new service products, new equipment or new techniques, and that the
Franchisee will accept the use and display for the purpose of this Agreement, any such
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changes or modifications as if they were part of this Agreement at the time of the
execution thereof. The Franchisee agrees to make such expenditures as such changes
or modifications that the system may reasonably require and to purchase such
materials, items or equipment within fifteen (15) days after the Franchisor’s written
notice that such expenditure is required.

15.16. TAXES AND PERMITS

A. The Franchisee shall promptly pay when due, all taxes and assessments
against the premises or the equipment used in connection with the Franchisee’s
business and all liens and encumbrances of every kind or character created or placed
upon or against said property, and all accounts and other indebtedness of every kind
incurred by the Franchisee in the conduct of said business.

B. The Franchisee shall comply with all Philippine Laws and regulation,
and shall promptly obtain all permits, certificates or licenses necessary for the full and
proper conduct of its franchise.

16.17. INSURANCE

A. The Franchisee shall procure before the commencement of business, and

maintain in full force and effect during the entire term of this Agreement, at the
Franchisee’s sole expense, insurance policy or policies protecting the Franchisor and
the Franchisee and their officers and employees against any loss, injury, death
property damage, product liability or theft arising or occurring upon or in connection
with such premises or by reason of the Franchisee’s operation upon, from or
occupancy of, such premises. Failure of the Franchisee to do so, after receiving two
notices from the Franchisor gives the right to the Franchisor to terminate the contract
without reimbursement of the Franchisee of the Franchise Fee and all expenses made
in acquiring this franchise.

B. Should the license premises be rendered inoperable by any fortuitous

event such as typhoon, earthquake, fire, or other similar event, the term of effectivity
of this Agreement shall not be affected. The Franchisee shall notify the Franchisor of
such closure. The Franchisee shall rebuild and re-open the unit from closure. Should
the Franchisee fail to do so, the Franchisor may terminate this Agreement after seven
(7) days after receipt of termination notice thereof. In any event, any closure of the
 15

franchise unit for fifteen (15) days without re-opening shall result in the automatic
termination of this Agreement without notice.

17.18. PROPRIETARY MARKS

A. The Franchisee acknowledges that the mark TATA TED Food House
and other Franchisor propriety marks are valid service and/or trademarks solely
owned by the Franchisor.

B. The Franchisee further acknowledges that the Franchisor or its

designated Franchisees have the right to use such trademarks, service marks, trade
names, and copyrights as may presently exist or be acquired by the Franchisor, and
licensed for use by the Franchisee, along with all ancillary signs, symbols and other
indicia used in connection or conjunction with said marks.

C. The Franchisee further acknowledges that valuable goodwill is attached

to such trademarks, service marks, trade names and copyrights, and that Franchisee
will use the same only in the manner and extent specifically licensed by this
Agreement and/or approved by the Franchisor.

D. The Franchisee expressly covenants that during the term of this

Agreement, and after the termination or expiration thereof, the Franchisee shall not
directly or indirectly contest or aid in contesting the validity of said proprietary marks
or copyrights.

E. The Franchisee agrees to promptly notify the Franchisor of any claim,

demand or suit based upon or arising from any attempt by any other person, firm or
corporation, to use the proprietary marks or copyrights licensed hereunder, in which
the Franchisor has proprietary interest. The Franchisee also agrees to execute any and
all documents and do such acts and things as, in the opinion of counsel for the
Franchisor, may be necessary to carry out such defense or prosecution in the name of
the Franchisor.

F. The Franchisee recognizes that any and all goodwill associated with said
proprietary marks and copyrights including such goodwill, which might be deemed
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to have arisen through the Franchisee’s activities, inures directly and exclusively to
the benefit of the Franchisor only.

G. The Franchisee understands and acknowledges that each and every

detail of the system is important to the Franchisor, Franchisee, and other licensed
TATA TED Food House Franchisees, in order to develop and maintain uniformity of
facilities, products and services and therefore, to enhance the reputation, trade
demand and goodwill of TATA TED Food House accordingly agrees:

1. To operate, advertise and promote its franchise under the name TATA
TED Food House without prefix or suffix;

2. To adopt and use the proprietary marks licensed hereunder solely in the
manner prescribed by the Franchisor; and

3. To carry out its business under said proprietary marks in accordance

with operational standards established by the Franchisor and as set forth in
TATA TED Food House Operations Manual.

H. The Franchisee, recognizing the Franchisor’s proprietary marks and the

right to be assured that the Franchisee is consistently following the standards of
operation in the franchised outlet, shall allow the Franchisor or its agents at all
reasonable times, to enter and inspect the Franchisee’s premises and to observe the
manner in which the Franchisee is rendering its services, to confer with the
Franchisee’s employees and customers, and to select ingredients, products, service
products and supplies for test and evaluation purposes, to make certain that the
quantities and products are satisfactory and within the quality control provisions
established by the Franchisor.

I. The sign face of the store/outlet signage, the lettering and logo affixed to
the exterior of the location, the sign faces on the offered product price board and any
other sign face bearing the same TATA TED Food House, shall remain the property
of Franchisor. The Franchisor hereby grants to the Franchisee the right to use these
signs during the term of this Franchise Agreement. The Franchisee agrees, at its own
expense, to maintain and keep the herein above mentioned sign faces in good
condition and repair for so long as they remain in the Franchisee’s possession.
 17

18.19. ADVERTISING, PROMOTION AND MARKETING

A. Recognizing the value of TATA TED Food House advertising and

promotions and the importance of standardization of advertising and promotion to
the furtherance of the goodwill and the public image of TATA TED Food House, the
Franchisee agrees:

A.1. To join, implement and support any and all TATA TED Food House
advertising and promotional or merchandising activities which are
determined, planned and executed by the Franchisor for the benefit of TATA
TED Food House;

A.2. To remit to the Franchisor in a manner to be prescribed by the

Franchisor, for as long as this Agreement is in effect, any and all Franchisee’s
advertising and promotions actual cost and expenses to any and all TATA TED
Food House advertising and promotional or merchandising activities which
are determined planned and executed by the Franchisor for the benefit of
TATA TED Food House. The computation and manner of remittance of said
advertising and promotions contribution will be determined by the Franchisor.
The Franchisor may change or modify any or all parts of the computation or
manner of remittance of the advertising and promotions contribution at any
time.

A.3. Any price promotions discounts, volume discounts, special discounts or

any and all price discounts promotions for products and services sold in the
franchised store must have prior and written approval by the Franchisor before
implementation by the Franchisee.

A.4. Any TATA TED Food House promotional or premium items to be used
as marketing materials, giveaways or additional products to be sold in TATA
TED Food House stores or in any other selling venue must be approved by the
Franchisor and must be exclusively sourced only from the Franchisor.

A.5. The Franchisee may not change, modify or refurbish any layout, design
or item integral to the trademark form and image.
 18

19.20. COVENANTS

A. The following covenants will be in effect during the term of this

Agreement or any renewal thereof:

1. The Franchisee or its designated manager shall devote full time, effort and
energy to the management and operations on the franchised unit;

2. The Franchisee shall not, either directly or indirectly, for itself or in behalf of or
in conjuncture with any operation, own, maintain, engage in, participate or
have any interest either direct or indirect, in the operation of any other store or
retail/wholesale establishment directly or indirectly competing with TATA
TED Food House, provided, however, that this provision relating to interest in
other establishment shall not apply to any interest in additional licensed TATA
TED Food House locations.

B. The Franchisee further covenants that during the term of this Agreement
or during the term of any renewal thereof, and for a period of one (1) year thereafter,
regardless of the cause for termination, the Franchisee shall not:

1. Divert or attempt to divert any business of or any customer of the TATA TED
Food House to any direct or indirect competitive establishment, by direct or
indirect inducement or otherwise; and

2. Employ or seek to employ any person employed by the Franchisor or any other
person who is at the same time operating and employed by or at any TATA
TED Food House outlet, or otherwise directly or indirectly induce such person
to leave their employment thereat.

C. The Franchisee further covenants that for a period of one (1) years after
the expiration or termination of the Agreement, regardless of cause for termination, it
shall not, either directly or indirectly, for itself or in behalf of or in conjunction with
any other person, persons, partnership or corporation, own, maintain, engage in or
participate in the operation of any store selling products which directly or indirectly
competes with TATA TED Food House products.
 19

D. The Franchisee shall not, during the duration of this Agreement or after
its termination, communicate or divulge to any person, persons, partnership or
corporation, any knowledge or information concerning the systems, methods and
procedures used by TATA TED Food House in any aspect of its operations. Nor shall
the Franchisee disclose or divulge in whole or in part, any product formulations or
any service techniques, trade secrets or private processes of the Franchisor or its
affiliated companies.

E. Covenants contained in this paragraph shall be construed as severable

and independent and shall be interpreted and applied with the requirements of
reasonableness and equity. Any judicial reformation of these covenants consistent
with this interpretation shall be enforceable as though contained herein and shall not
affect any other provisions or terms of this Agreement.

21. CONFIDENTIAL INFORMATION

A. The parties acknowledge that the term Confidential Information shall

include all information, written or oral, furnished by the Franchisor to the
Franchisee, including business plans, client lists, financial statements,
Product Literature, studies, Formulations, and all other information
deemed by the Franchisor as Confidential.
B. The Franchisee acknowledges that irreparable injury and damage may
result from the disclosure of this Confidential Information to any parties
or individuals not expressly authorized by the Franchisor. The Franchisee
agrees:
a. To hold the Confidential Information in strict confidence;
b. To disclose such Confidential Information only to individuals
authorized by the Franchisor or by law;
c. Not to use any Confidential Information for any purpose other
than the purpose set forth in this Franchise Agreement
C. The Franchisee acknowledges that the actual damage caused by the
unauthorized disclosure of the Confidential Information are difficult to
estimate, as such the parties agree that in the event of Breach, the
Franchisee shall be liable for LIQUDATED DAMAGES in the amount of
Php100,000.00.
 20

20.22. TRANSFERABILITY OF FRANCHISE, FRANCHISOR’S RIGHT OF

FIRST REFUSAL

A. This Agreement and all rights hereunder may be assigned and

transferred by the Franchisee by way of DONATION ONLY. If at any time during the
affectivity of this Agreement, the Franchisee decides to donate all his rights under this
Agreement, the Franchisee shall comply first the requirements set herein by the
Franchisor, to wit:

1. The Franchisee must send a written notice to the Franchisor, thirty (30)
days prior to the execution of the Deed of Donation;

2. The Donee must be evaluated and approved first by the Franchisor;

3. The Franchisee must schedule a meeting between the Donee and the
Franchisor;

3. The Franchisee shall cause the preparation of the necessary documents

for the said donation and shall pay donor’s tax and other government taxes
incident to the transfer of rights; and

5. The Franchisee or Donee shall pay the Franchisor for the expenses
incurred incident to the transfer of the Franchise Agreement.

21.23. TERMINATION AND DEFAULT

A. In addition and without prejudice to the provision on termination and

cancellation provided elsewhere in this Agreement, including attached exhibits, this
Agreement shall be terminated in any of the cases and in the manner hereunder
specified:

1. In the event that the Franchisee shall become insolvent or make an

assignment for the benefit oif creditors, or if a petition for bankruptcy is filed
by the Franchisee, or if the Franchisee is adjudicated bankrupt by any person
or sheriff or by any other duly constituted authority, then in any said event, the
 21

Franchisee shall be deemed to be in default under this Agreement and all rights
granted to the Franchisee hereunder shall thereupon terminate without notice
to the Franchisee.

2. This Agreement shall be deemed automatically terminated upon notice

in the event that the Franchisee is convicted by the courts of any offense
involving moral turpitude.
2.
3. This Agreement shall be deemed automatically terminated upon notice
in the event that the Franchisee fails to provide that the lease/rental
agreement for the franchise site shall be in the name of the Franchisee as
principal lessee or renter at all times during the effectivity of the
franchise.

4. If the Franchisee shall be in default under the terms of this Agreement,

and such default shall not be remedied within five (5) days after receipt of
Franchisor’s “Notice to Cure,” then in addition to all other remedies at law or
in equity, the Franchisor may immediately terminate this Agreement.

5. In the event the Franchisee is in default within six (6) months after a
prior default, and the franchisor has served the Franchisee with a “Notice to
cure” with respect to such prior default, this Agreement may be terminated
without notice to Franchisee upon such subsequent default.

6. The Franchisee shall be in default under this Agreement if:

a.) The Franchisee fails, refuses, or neglects to promptly pay to the Franchisor
any monies owing to the Franchisor on the date it is due;

b.) The Franchisee avoids or delays payment of any monies owing to the
Franchisor on due date by issuing bank checks which are dishonored by
the banks for whatever reason;

c.) The Franchisee avoids or delays remittance of the required advertising

and royalty contributions to the Franchisor on due date;
 22

d.) The Franchisee makes any intentional, material misrepresentation of the

accounting or report that the Franchisee is required to make to the
Franchisor under this Agreement;

e.) The Franchisee fails to submit reports or financial data which the
Franchisor requires under this Agreement;

f.) The Franchisee uses or sells any unauthorized products or services,

unauthorized product substitutes, unauthorized supplies or supplies
substitutes or changes product or service lines thereof in violation of the
other provisions;

g.) The Franchisee sells TATA TED Food House products or services which
has been modified, changed, diluted, reformulated or substituted without
the prior knowledge and prior written approval by the Franchisor thereof;

h.) If the Franchisee uses TATA TED Food House product ingredients as
ingredients to be used for any other food service business other than the
authorized TATA TED Food House franchised store, or sells TATA TED
Food House product ingredients to any third party who will use these
ingredients for any other food service business;

i.) The Franchisee fails to open for business for twenty-four (24) consecutive
hours without any valid reason approved by the Franchisor or without
notice to the Franchisor;

j.) The Franchisee vacates or abandons premises or if the Franchisee loses or

surrenders the right to the use of the premises by reason of foreclosure,
non-payment of rent, non-compliance with the terms of the lease, or any
other reasons;

k.) The Franchisee fails to comply with any of the terms, conditions,
covenants and requirements imposed upon it by this Agreement, in the
 23

Operations Manual, or guidelines, instructions or memorandums issued

by the Franchisor; or

l.) The Franchisee uses bad faith in carrying out the terms of the Franchise.

7. The termination and/or cancellation of this Agreement under any

provision thereof whether in this paragraph, or under any other provision
whatsoever of this Agreement, shall not entitle the franchisee to any
reimbursement or refund in whole or in part, of any amount paid by the
Franchisee to the Franchisor under the provisions of this Agreement, except
only in those cases wherein refund or reimbursement is expressly and
specifically provided for.

22.24. RIGHTS AND DUTIES OF PARTIES UPON TERMINATION OR

EXPIRATION

A. Upon termination or expiration of this Agreement, the Franchisee shall

immediately cease to be an TATA TED Food House Franchisee, and:

1. The Franchisee shall promptly pay the Franchisor all sums due to the
Franchisor under the terms of this Agreement. Said sums shall include
damages, expenses and cost, including reasonable attorney’s fees incurred by
the Franchisor by reason of default on the part of the Franchisee, whether or
not it occurs prior to or subsequent to the termination or expiration of the
franchise, and said attorney’s fees incurred by the Franchisor in obtaining
injunctive or other relief to enforce the provisions of this contract.
2. The Franchisee will immediately cease to use, in any manner
whatsoever, the name TATA TED Food House, or any signs, marks, symbols,
forms, slogans, and TATA TED Food House MANUAL and outlines.

3. The Franchisee shall not represent or advertise that the Franchisee and
the Franchisor were formerly parties to this Franchise Agreement, or that the
Franchisee did business under the trademarks or name of the Franchisor.

4. The Franchisee shall assign to the Franchisor all its interest in the
Franchisee’s local advertising and promotional materials, if any, without cost
to the Franchisor.
 24

B. Upon termination or expiration of this Agreement, the Franchisor shall

have the option to purchase from the Franchisee all or any part of the physical assets
of the Franchisee used in the operation of the franchise outlet, the price of which is
determined by the Franchisor. The Franchisor may exercise said option by giving the
Franchisee written notice thereof within thirty (30) days after termination, or not less
than thirty (30) days prior to the expiration of the Agreement. This purchase price
shall be paid within thirty (30) days after the agreement of the Franchisor on such
purchase.

23.25. DEATH OF THE FRANCHISEE

A. In the event of the death of the Franchisee, if the remaining period of this
Agreement is more than ninety (90) days, the immediate heirs may, within thirty (30)
days after the death of the Franchisee, apply to the Franchisor for the right to continue
to operate the Franchise (for the remaining term of this Agreement), which shall be
granted upon the fulfillment of all the conditions set forth by the Franchisor.

B. In the event of the death of the Franchisee, if the remaining period of this
Agreement is more than ninety (90) days, the heirs fail to apply to the Franchisor for
the right to continue to operate the Franchise ( for the remaining term of this
Agreement) within thirty (30) days, all rights licensed to the Franchisee under this
Agreement shall terminate forthwith and shall automatically revert to the Franchisor;
thereupon, all related physical assets or the Franchisee shall be sold and transferred
to the Franchisor by all persons succeeding to the interest of the Franchisee by reason
of such death. “Related Assets” mean assets located at the franchised premises and
used in the franchise operation. The Franchisor, as a consideration thereof, shall pay
for such at the Franchisor’s agreed purchase price and terms.

C. In the event of the death of the Franchisee, if the remaining period of this
Agreement is less than ninety (90) days, all rights licensed to the Franchisee under this
Agreement shall terminate forthwith and shall automatically revert to the Franchisor;
thereupon, all related physical assets of the Franchisee shall be sold and transferred to
the Franchisor by all persons succeeding to the interest of the Franchisee by reason of
such death.

24.26. NOTICE
 25

A. Any notice required to be given hereunder shall be given in writing by

personal delivery, certified or registered mail, fax or e-mail directed to the Franchisor
or Franchisee at the respective principal business address or last known address.

25.27. NON-WAIVER

A. No failure of the Franchisor to exercise any power reserved to it

hereunder, or to insist upon strict compliance by Franchisee with any obligation or
condition hereunder, and no custom or practice of the parties in variance with the
terms thereof, shall constitute a waiver of the Franchisor’s right to demand exact
compliance with the terms thereof.

B. Any waiver of the Franchisor of any particular default by the Franchisee

shall not affect or impair Franchisor’s right in respect to any subsequent default of the
same or of a different nature; nor shall any deal, waiver, forbearance, or omission of
the Franchisor to exercise any power or right arising out of any breach or default.
Subsequent acceptance of the Franchisor of any payment due to it hereunder shall not
be deemed to be a waiver by the Franchisor of any preceding breach by the Franchisee
of any term, provisions or covenants of this Agreement.

26.28. ENTIRE AGREEMENT

A. This Agreement and the documents referred herein, shall be construed

together and constitute the entire, full and complete Agreement between the
Franchisor and Franchisee concerning the subject matter hereof, and supersedes all
prior agreements, no other representation having induced the Franchisee to execute
this Agreement, and there are no representations, inducements, promises or
agreements, oral or otherwise, between the parties not embodied herein, which are of
any force of effect with reference to this Agreement or otherwise. No amendment,
change or variance from this Agreement shall be binding on either party, unless
executed in writing

27.29. SEVERABILITY
 26

A. Each section, part, term and/or provision of this Agreement shall be

considered severable, and if, for any reason, any section, term and/or provision herein
determined to be invalid and contrary to, or in conflict with any existing or future law
or regulation such shall not impair the operation or affect the remaining portions,
sections, terms and/or provisions shall be deemed not to be part of this Agreement;
provided, however, that if the Franchisor determines that said finding of illegality
adversely the basic option, terminate this Agreement.

28.30. APPLICABLE LAW

A. This Agreement shall be interpreted and construed under Philippine

Laws which shall prevail in the event of any conflict of laws.

29.31. VENUE FOR ACTION

A. The Franchisee agrees that any and all litigation arising directly or
indirectly, out of this Franchise Agreement shall be filed only with the competent
court located in Quezon City, Philippines.

30.32. CAVEAT

A. The success of the business venture contemplated to be undertaken by

the Franchisee by virtue of this Agreement is speculative and depends, to a large
extent, upon the ability of the Franchisee as an independent business and other factors.
The Franchisor does not make any representation, assurances, projections or warranty
as to the potential success of the business venture contemplated hereby. The
Franchisee acknowledges that it has entered into this Agreement after making an
independent investigation of the Franchisor’s operations and not upon representation
as to profits which the Franchisee in particular might be expected to realize, nor has
any one made any other representation which is not expressly set forth herein, to
induce the Franchisee to accept this franchise and execute this Agreement.
 27

IN WITNESS WHEREOF, the parties have executed this Agreement on the

date and at the place above-written.

FRANCHISOR: FRANCHISEE:
ALL 10 PESOS SIOMAI AND BURGER
By:________________________
________________________
Melchor V. De Jesus, Jr.
President/CEO

Signed in the presence of:

_______________________
________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ______ ) S.S.

BEFORE ME, a Notary Public, this _______ day of _________, 20___ in

the City of ___________, personally appeared the following:

Name Competent Proof of Identity Date and Place Issued

Sheila V Magbitang
 28

Known to me and known to be the same persons who executed the foregoing
Franchise Agreement and they acknowledged to me that the same is their free and
voluntary act and deed.

This Franchise Agreement consisting of 26 pages, including the page where this
Acknowledgment is written, has been signed by the parties together with the
instrumental witnesses on each and every page hereof.

WITNESS MY HAND AND SEAL on the date and at the place first above
written.

NOTARY PUBLIC

Doc. No._______;
Page No. _______;
Book No. _______;
Series of 2019.