CONTRACT OF SALE

WITH
TRANSFER and ASSIGNMENT OF RIGHTS

This Contract is made and entered into by and between:

Mary Joy Ann Valenzuela, of legal age, Filipino, with

residence address at 197 PRK 1A, Ranger Street, New Lower
Bicutan, Taguig City, hereinafter referred to as the Seller.

-and-

(insert full and complete name), of legal age, Filipino, married

to (insert full and complete name of spouse, if married), with
residence address at (insert residence address), hereinafter
referred to as the Buyer.

WITNESSETH:

Whereas, the Seller is the Franchisee of PINOY PAO EXPRESS, INC., the
Franchisor of “Café Tribu Express,” by virtue of a Franchise Agreement dated 26
July 2018, a copy of which is attached as Annex “A.” As such franchisee, the Seller
is granted the right to operate its Café Tribu Express branch located at (insert
address of the branch).

Whereas, the Buyer has offered to purchase the Seller’s rights under said
Franchise Agreement, including the existing food supplies, fixtures, and equipment
in Café Tribu Express branch located at (insert address of the branch).

Whereas, the Seller has agreed to sell and transfer/assign its rights over the
Franchise Agreement to the Buyer for and in the consideration of TWO HUNDRED
THOUSAND PESOS (Php 200,000.00), and under the terms and conditions set
forth below.

NOW THEREFORE, the parties agree as follows:

A. Subject Matter

The Buyer agrees to purchase the rights of the Seller as the Franchisee of the
Café Tribu Express branch located at (insert address of the branch). Upon
the execution of this Agreement, the Buyer and the Seller understood that all
the rights and obligations of a “Franchisee” as defined and set forth in the
Franchise Agreement (Annex “A”) shall be transferred and assigned in favor
of Buyer.
 The ownership over the food supplies, fixtures, and equipment in the Café
Tribu Express branch will also be transferred to the Buyer upon signing of
this agreement. The inventory of the food supplies, fixtures, and equipment is
attached as Annex “B.”

B. Consideration

The Buyer agrees to pay the Seller the amount of TWO HUNDRED
THOUSAND PESOS (Php 200,000.00) in accordance to the following
payment schedule:

Amount Due Date

Php 100,000.00 To be paid in cash upon execution of this agreement
Php 10,000.00 (insert due date)
Php 10,000.00 (insert due date)
Php 10,000.00 (insert due date)
Php 10,000.00 (insert due date)
Php 10,000.00 (insert due date)
Php 10,000.00 (insert due date)
Php 10,000.00 (insert due date)
Php 10,000.00 (insert due date)
Php 10,000.00 (insert due date)
Php 10,000.00 (insert due date)
Total Php 200,000.00

Upon the execution of this Contract, the Buyer shall deliver to the Seller ten
(10) post-dated checks covering the monthly amortizations for the Php
100,000.00 balance. Each check must be dated not later than the fifth (5 th)
day of the month.

In the event that any post-dated check or check given to the Seller is
dishonored by non-payment for any reason whatsoever, the Buyer shall be
liable to pay a penalty equivalent to five percent (5%) per month, to be
computed from the date of the dishonor of the check until the full amount of
unpaid amortization and penalty thereon shall have been paid in full.

C. Remedial Measures

Should the Seller be constrained to resort to judicial action to enforce any,

some, or all of the provisions of this Contract, the Buyer agrees to pay as
liquidated damages the sum of PESOS: FIFTY THOUSAND PESOS &
00/100 (Php50,000.00), and attorney's fees in the sum of not less than PESOS:
FIFTY THOUSAND & 00/100 (Php50,000.00) exclusive of court costs
allowed by the Court and other legal fees/charges.
 D. Venue of Action

In the event a suit is instituted for the enforcement of the terms of this
Contract, the Parties agree to submit to the jurisdiction of the proper courts in
the City of Taguig to the exclusion of any other court or venue.

E. Entire Agreement

It is expressly agreed that this Contract includes the entire agreement of Buyer
and the Seller. This agreement shall be binding upon the heirs, personal
representatives, successors and assigns of both Buyer and Seller.

IN WITNESS WHEREOF, the parties have signed this Contract on _____

June 2020 in the City of ___________, Philippines.

Seller Buyer

Mary Joy Ann Valenzuela (insert full and complete name)

SIGNED IN THE PRESENCE OF:

______________________________ & ______________________________

ACKNOWLEDGEMENT

Republic of the Philippines)

In the City of ___________ )S.S.
x-----------------------------/

BEFORE ME, A Notary Public for and in the city of __________________,

Philippines, this ____ day of June ___ 2020 personally appeared the following
persons with their respective competent proof of identity, to wit:
Name
Competent Proof of Identity Date/Place Issued
Mary Joy Ann Valenzuela

all known to me and to me known to be the same persons who executed the foregoing
Contract of Sale with Transfer of Rights, consisting of three (3) pages, including this
page on which this acknowledgement is written, signed, by them and their witnesses
and sealed with my notarial seal, and they acknowledged that the same is their own
free act and voluntary deed and of the person represented.

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

Doc No. _________;

Page No. _________;
Book No. _________;
Series of 2020.