MEMORANDUM OF AGREEMENT

Know All Men By These Presents:

This Distributorship Agreement (“Agreement”) is made and executed by and between:

C.E.’S FOOD PRODUCTS a corporation duly organized and existing

under and by virtue of the laws of the Republic of the Philippines, with
principal office at National Highway, Antonino, Alicia, Isabela Philippines,
represented by its Owner and Proprietor, MR. CARLO AGCAOILI
CASTILLO, hereinafter referred to as “OWNER.”

-and-

XENGEL FOOD PRODUCTS TRADING, a corporation duly organized

and existing under and by virtue of the laws of the Republic of the
Philippines, with principal office address at #29 Campupot Drive, Beverly
Hills, Dolores, Taytay Rizal Philippines, represented by its Owner and
Proprietor, MRS. XENIA FOSONA HERNANDEZ, hereinafter referred to
as the “DISTRIBUTOR.”

Singly referred to as “PARTY” and collectively as “PARTIES.”

WITNESSETH, THAT:

WHEREAS, the OWNER has expended considerable time, effort, and resources in the
manufacture and development of certain food products described under Section V of this
Agreement (“Products”);

WHEREAS, the DISTRIBUTOR desires to purchase the Products to sell them within a
defined area, as described and delineated in Section IV of this Agreement (“Territory”);

WHEREAS, the OWNER has appointed the DISTRIBUTOR as its sole and exclusive
DISTRIBUTOR for the Products within the Territory, and the DISTRIBUTOR has accepted such
appointment in accordance with the terms and conditions of this Agreement;

NOW THEREFORE, for and in consideration of the foregoing premises, the PARTIES
hereby agree as follows:

I. DEFINITIONS

“Order” shall mean those Products indicated in the submitted Order Slip;
“Delivery” shall mean the DISTRIBUTOR’s actual possession of the Order;
“Trade Discounts” (PLEASE DEFINE) ;
“Trade Secrets” shall mean any business information which provides the OWNER with a
competitive edge;
“Territory” shall refer to a geographical place with boundaries, as defined in Section IV of
this Agreement.
“Customers” shall mean the end consumers of the Products;
“Delivery” shall mean the transfer of property from the OWNER to the DISTRIBUTOR, as
evidenced by a signed Acknowledgment Form;
“Receiving Party” shall refer to the person receiving the confidential information
“Disclosing Party” shall refer to the person giving the confidential Information

II. GENERAL DUTIES OF THE OWNER

1) The OWNER warrants and represents that all the Products are manufactured, labeled,
packaged, and stored in accordance with: (i) the standards of the food industry, (ii) the
terms and conditions set forth in this Agreement, (iii) the food manufacturing processes
and quality control standards of the OWNER, and (iv) the health, quality, and safety

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 specifications of the government, which may be updated from time to time (the
“Specifications”), attached herein as Annex “A.”

2) The OWNER warrants and represents that it possesses and will continue to possess
throughout the duration of this Agreement, all the necessary governmental and business
permits, licenses, and certifications for the operation of its business; furthermore, there
exists no known actual or legal impediment that would prevent the OWNER from the
proper and continuous operation of its business, and from freely entering into this
Agreement.

3) The OWNER shall appoint the DISTRIBUTOR as the exclusive distributor of the Products
to the Customers in the Territory, subject to the terms and conditions of this Agreement.
During the term of this Agreement, the OWNER or any of its affiliates or representatives
shall not market, promote, distribute, or offer for sale or sell any Product in the Territory to
any Customer therein.

4) The OWNER shall fulfill the orders submitted by the DISTRIBUTOR in a timely and
reasonable manner. The OWNER shall immediately notify the DISTRIBUTOR of any
known or anticipated delay in the production of the goods so that the DISTRIBUTOR may
represent this information to any of its existing customers and shall be liable for damages,
whether intentional or incidental.

5) Upon the execution of this Agreement, the OWNER shall provide the DISTRIBUTOR with
both general and special instructions on the proper handling and storage of the food
Products (“Annex A”) In case of damage to the Products due to the non-performance of
this obligation, the DISTRIBUTOR shall have the option to ask the OWNER for
reimbursement of any amount paid or to require the OWNER to replace the orders,
without prejudice to any other rights or remedies available at law.

6) The OWNER shall provide at least thirty (30) days prior written notice of its intent to
modify the recipe or ingredients of the Products prior to implementing any changes. The
DISTRIBUTOR may file an Opposition to the changes, and if no Agreement is made, the
DISTRIBUTOR shall be entitled to terminate the Agreement with regards to the Product
that was subject of the change or variation.

III. GENERAL DUTIES OF THE DISTRIBUTOR

1) The DISTRIBUTOR shall use its best efforts to promptly and effectively promote the
Products of the OWNER and solicit orders only from potential customers within the
Territory including individuals, businesses, governmental entities, and the others.

2) The DISTRIBUTOR shall maintain a storage facility under conditions suitable to fit the
Product’s nature, and in accordance with the Storage Instructions (Annex __.) The
OWNER or its duly authorized representative shall have the right, upon reasonable prior
notice and during usual business hours, to inspect the DISTRIBUTOR’s storage facility to
determine the quality and condition of the food Products.

3) The DISTRIBUTOR is prohibited from electing a sub-dealer, retailer, or entering into any
kind of agreement, set-up, scheme, or arrangement for distribution of the Products
through a middleman, agency, sub-dealership, either as its trade partner or in joint venture
without the prior written clearance and approval of the OWNER.

4) The DISTRIBUTOR retains the right to enter into distributorship agreements within the
Territory with other manufacturers, owners, or suppliers for goods that do not directly
compete with the Products that are the subject of this Agreement.

IV. TERRITORY

1) The Territory of the DISTRIBUTOR shall be within the province of Angono, Rizal.

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2) The OWNER shall not ship the Products to the Territory except under the order or by the
direction of DISTRIBUTOR. It will refer to DISTRIBUTOR, within five (5) days from receipt
thereof, any and all orders or inquiries for the Products that it may receive for delivery to
the Territory, or orders which are intended for eventual delivery to the Territory.

3) The DISTRIBUTOR shall not sell, market, or promote, distribute the Products outside of
its given Territory, unless with the express and written consent of the OWNER. All
inquiries and orders received by the DISTRIBUTOR from outside of its Territory shall be
promptly endorsed to the OWNER within five (5) days thereof.

V. PRODUCTS

The OWNER appoints the DISTRIBUTOR as the exclusive DISTRIBUTOR for the following
products:

PRODUCT DESCRIPTION

VI. SUGGESTED RETAIL PRICE (“SRP”)

1) The OWNER and the DISTRIBUTOR shall agree, on an annual basis, or more frequently
if required, on the Suggested Retail Price (“SRP”) of the Products within the Territory. The
OWNER shall ensure that the DISTRIBUTOR is aware of the SRP at all times.

2) The OWNER reserves the right to change or alter the SRP, if and when new conditions
prevail (e.g. business reverses, or occurrence of fortuitous event or existence of economic
and political events affecting business or industry). Any changes to the SRP shall be
communicated in writing by the OWNER to the DISTRIBUTOR, and the latter shall be
given at least thirty (30) days to implement the said changes, or to sell all inventory on
hand. The PARTIES, nonetheless, would exert their best effort to maintain stability on this
aspect.

3) The DISTRIBUTOR shall ensure that the Products are sold to the customers based on the
SRP. Failure to correct a breach of this provision will allow the DISTRIBUTOR to pre-
terminate the Agreement in accordance with Section XII of this Agreement.

VII. PURCHASE PRICE

1) The DISTRIBUTOR shall purchase the Products from the OWNER at the SRP, subject to
a twenty-two percent discount (22%), the breakdown of which is as follows:

The total amount less discount shall be considered as the purchase price “Purchase
Price,” and the computation thereof is attached herein as Annex “B.”

2) The DISTRIBUTOR and the SUPPLIER shall agree on the discount rates on an annual
basis. Any changes on the discount must be agreed upon by both PARTIES. Otherwise,
the terms of this Agreement shall continue in full force and effect.

VIII. TERMS OF PAYMENT

1) The DISTRIBUTOR shall submit a Purchase Order (“PO”) for the Products. Upon receipt
of the PO, the OWNER will confirm the order and send an Invoice for the down payment
of fifty (50%) of the Purchase Price.

2) The DISTRIBUTOR shall be solely responsible for any credit terms or extension of credit
line to any customer or retailer. The DISTRIBUTOR’s failure to collect payment from any
customer or retailer shall not be used as a defense, excuse, or reason against the
OWNER for delay or non-payment of orders.

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3) In the event that the DISTRIBUTOR does not perform in some of the areas assigned by
the OWNER, a proper forum will be carefully evaluated and examined by both the
OWNER and the DISTRIBUTOR to come up with a good and appropriate decision.

IX. PACKAGING AND DELIVERY

1) The Products shall be delivered not more than fourteen (14) working days from the receipt
of the down payment, as described in Section VIII. Any and all costs associated with the
delivery of the Products shall be borne by the OWNER

2) Unless the PARTIES agree otherwise, all Products ordered by the DISTRIBUTOR shall
be packed and stored according to the instructions given by the OWNER. All Products will
be packaged and sterilized with the OWNER’s mark. The OWNER shall deliver the
Products at its own cost, into the possession of a common carrier. The risk of loss or
damage to a Product shall be borne by the OWNER during transit.

3) Within seven (7) days from delivery, the DISTRIBUTOR may reject and refuse to pay for
Products which have been damaged during storage or handling while the Products were
in the OWNER’s custody, or are not in compliance with the terms and conditions of this
Agreement.

X. MARKETING AND PROMOTION

1) The two percent (2%) discount on the SRP, as described in Section VII, will be applied to
marketing costs such as flyers and promotional materials within the Territory. At the end of
every month, the DISTRIBUTOR shall provide the OWNER with a report concerning the
sales of the Product and the marketing activities in the previous month, including a
breakdown of the expenses incurred.

2) Upon request, the OWNER shall provide the DISTRIBUTOR with Product samples that
are appropriately labeled as such. All costs associated with the production and delivery of
these samples shall be borne by the OWNER.

XI. CONTRACT DURATION

1) The term of this Agreement shall be for a period of one (1) year, from ________ until
____________, unless otherwise Terminated by the PARTIES in accordance with Section
XII of this Agreement.

2) The PARTIES may renew this Agreement for another one (1) year, by mutual written
agreement of the PARTIES hereto, executed not less than one (1) month prior to the
expiration of this Agreement.

XII. PRETERMINATION

1) Either PARTY shall have the right to terminate this Agreement immediately upon notice to
the other PARTY in case of the following:

a. Either PARTY becomes insolvent, bankrupt, or in any way enter into a

compromise agreement for the benefit of its creditors.

b. Failure to maintain in good standing all the business permits and licenses
required by the government for the proper conduct of its business.

c. Change or in any way be affected by a change in the majority ownership of its

business.

2) In case of any material breach or default of any provision in this Agreement, the PARTY in
default shall have the right to pursue a reasonable remedy within thirty (30) days from
notice thereof. Failure to cure the breach will allow the other PARTY to terminate the

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 Agreement upon the issuance of a notice of termination to the other PARTY, such
termination being immediately effective upon receipt of such notice.

3) Either PARTY may terminate this Agreement for any reason or for no reason upon ninety
(90) days’ prior written notice to the other PARTY.

XIII. TRADEMARK AND TRADE NAME

1) During the term of this Agreement, the DISTRIBUTOR shall have the right to indicate to
the public that it is an authorized DISTRIBUTOR of the OWNER’s products, and to
advertise within the Territory such Products under the trademarks and trade names that
the OWNER may adopt from time to time. Nothing herein shall grant the DISTRIBUTOR
any right, title, or interest in the OWNER’s trademarks. At no time during the term of this
Agreement or at any time thereafter shall the DISTRIBUTOR challenge or assist others in
challenging the OWNER’s trademarks or the registration thereof or attempt to register any
trademarks or trade names confusingly similar to that of the OWNER. The OWNER
indemnifies the DISTRIBUTOR for all use of the OWNER’s trademarks.

2) The DISTRIBUTOR shall not vary the design, color, and other details of the OWNER’s
trademarks. All trademarks of the OWNER shall be exact copies of the OWNER’s
trademarks.

XIV. DELAYS

1) The delivery of the Products shall be made by the OWNER in accordance with the time
schedule prescribed in Section IX of this Agreement.

2) If at any time during the performance of this Agreement, the OWNER should encounter
conditions which impede the timely delivery of the Products, the OWNER shall promptly
notify the DISTRIBUTOR, who shall evaluate the situation and may extend the OWNER’s
time performance, which shall be evidenced by a written notice or agreement.

3) Subject to Clauses 1 and 2 of Section XIV, if the OWNER fails to satisfactorily delivery any
or all of the Products, the DISTRIBUTOR, without prejudice to its other remedies under
law or this Agreement, shall deduct from the Purchase Price, as liquidated damages, the
applicable rate of one tenth (1/10) of one (1) percent of the cost of the Order for every day
of delay until actual delivery or performance. The maximum deduction shall be 10 perc

XV. NON-COMPETE

The DISTRIBUTOR agrees that for a period of two (2) years following the termination of this
Agreement, DISTRIBUTOR will not, directly or indirectly, alone or with others, individually or
through or by a corporate of other business entity in which he may be interested as a partner,
shareholder, joint venturer, officer, director, employee or otherwise own manage, control,
participate in any business that is directly competitive with the business and products offered by
the OWNER.

XVI. CONFIDENTIALITY

1) “Confidential Information” shall mean all data, information, documents, and samples
disclosed to the RECEIVING PARTY by the DISCLOSING PARTY, whether written,
electronic, or in any other tangible form or oral, relating to the DISCLOSING PARTY’s
business that is deemed confidential at the time it is disclosed. If it is disclosed orally, is
presumed to be confidential, unless otherwise stated by the DISCLOSING PARTY.

2) Confidential Information provided by the DISCLOSING PARTY shall be and shall remain
its exclusive property. Confidential Information shall be treated as confidential and shall
not be disclosed or made available by the RECEIVING PARTY directly or indirectly to any
third party, nor used for any purpose other than the Agreement between the PARTIES. It
is understood that the DISCLOSING PARTY makes no representations or warranties as

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 to the accuracy or completeness of any information disclosed or made available to the
RECEIVING PARTY.

3) The RECEIVING PARTY agrees not to use for its own benefit or for the benefit of any
other person, except as specifically authorized in writing in advance by the DISCLOSING
PARTY, or to divulge to any person for any reason any such information and materials
related to the business of the DISCLOSING PARTY, any of its Clients or their customers,
clients and affiliates.

4) The duty not to disclose confidential information shall remain for a period of five (5) years
from the time of the termination of this Agreement. However, trade secrets such as
recipes, food processes, and information of a similar nature relating to the business of the
DISCLOSING PARTY shall remain confidential so long as it is deemed confidential by the
DISCLOSING PARTY. Nothing in this Agreement shall be construed as imposing any
undertaking or obligation on the part of the RECEIVING PARTY; nor as an expression of
any representation or warranty by the RECEIVING PARTY to deal with the DISCLOSING
PARTY; nor to invest in the DISCLOSING PARTY or otherwise.

XVII. HANDLING COMPLAINTS

1) If either PARTY becomes aware of any incident involving contamination of the Products
sold, the PARTY shall provide immediate notice to the other party and the parties shall
cooperate with each other to identify and remove from sale any Products suspected of
contamination; provided, that the DISTRIBUTOR reserves the right to direct any such
investigation and to determine the actions to be taken in response to such investigation.

2) The sales, marketing, and other personnel units of the PARTIES are required to have as
much consciousness in protecting the Products, its trademark, and identity.

XVIII. RELATIONSHIP BETWEEN THE PARTIES

The DISTRIBUTOR is an independent contractor, and nothing contained in this Agreement shall
be construed to give either PARTY the power to direct and control the daily activities of the
other, construe the PARTIES as partners, joint venturers, co-owners or otherwise, or allow the
DISTRIBUTOR to create or assume any obligation on behalf of the company for any purpose.
The DISTRIBUTOR is not an employee of the OWNER. The DISTRIBUTOR shall be
responsible for paying all income taxes and other taxes charged to DISTRIBUTOR on amounts
earned under this Agreement. All financial and other obligations associated with the
DISTRIBUTOR’s business are the sole responsibility of the DISTRIBUTOR.

XIX. DISPUTE RESOLUTION AND VENUE

1) The PARTIES shall make any effort to resolve amicably, in a Christian-like manner, any
dispute arising out of this Agreement, including its provisions, existence, validity,
termination, or enforceability. If after thirty (30) days, the PARTIES have failed to resolve
their dispute or difference by such mutual consultation, then either PARTY may inform the
other of their intention to commence arbitration. No PARTY shall go to court unless both
PARTIES have exerted efforts in order to settle amicably any disagreement, breach or
conflict that may arise out of this Agreement. Non-compliance with this provision shall be a
ground for dismissal of the action for being premature.

2) The validity, performance, construction, and effect of this Agreement shall be governed by
the laws of the Republic of the Philippines. Notwithstanding the foregoing, either party may
seek injunctive relief from a court of competent jurisdiction to prevent a breach of this
Agreement. All actions shall be filed within the courts of TAYTAY ONLY.

XX. INDEMNIFICATION

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 1) Indemnification by the DISTRIBUTOR – The DISTRIBUTOR shall indemnify and hold
the OWNER free and harmless from any and all claims, damages, or lawsuits including
attorney’s fees arising out of intentional or negligent acts or omissions by
DISTRIBUTOR, its employees or agents.

2) Indemnification by OWNER – The OWNER shall indemnify and hold the DISTRIBUTOR
free and harmless from any and all claims, damages, or lawsuits, including attorney’s
fees) arising out of defects in the Products caused by the OWNER.

IN WITNESS WHEREOF, the parties hereto affixed their signature this _______ day
of____________2019.

_____________________________ ____________________________
CARLO AGCAOILI CASTILLO XENIA FOSANA HERNANDEZ
Owner Owner
C.E.’s Food Products Xengel Food Products Trading

REPUBLIC OF THE PHILIPPINES)

___________________________ ) S.S.

ACKNOWLEDGMENT

BEFORE ME, a notary public duly authorized in the city named above to take
acknowledgements, personally appeared:

NAME COMPETENT PROOF OF DATE

IDENTITY
Carlo Agcaoili Castillo
Xenia Fosona Hernandez

who were identified by me through competent evidence of identity to be the same persons
described in the foregoing instrument, who acknowledged before me that their respective
signatures on the instrument were voluntarily affixed by them for the purposes stated therein,
and who declared to me that they have executed the instrument as their free and voluntary act
and deed and that they have the authority to sign on behalf of their respective principal
corporations.

IN WITNESS WHEREOF, I hereunto set my hand and affix my notarial seal on this day
of __________________ 2019.

Doc. No. _____;

Page No. _____;
Book No._____;
Series of 2019.

ANNEX__”

Product Specifications

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 Confidential and Proprietary Information

Product Order Code Description

Packaging

Production Date

Storage

Shelf Life

Approved by : ___________________________
C.E.s Kusina, Inc.

Noted by : ___________________________
Xengel Food Products Trading

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