SUPPLY SERVICES AGREEMENT

This Supply Services Agreement (“Agreement”) is entered this 13th day of May 2020 (the
“Effective Date”) by and between:

MAX’S KITCHEN, INC., a corporation organized and existing under Philippine laws,
with principal office at the 11 th Floor, Ecoplaza Building, 2305 Chino Roces Avenue
Extension, Makati City, represented herein by its President, CAROLYN T. SALUD,
and hereinafter referred to as “MKI”; and

OFFICE OF CIVIL DEFENSE, a government agency under the Department of

National Defense, with principal office at Camp Aguinaldo, Quezon City, represented
herein by its Administrator, USEC. RICARDO B. JALAD, and hereinafter referred to
as the “OCD”.

(each a “Party”; collectively, the “Parties”)

RECITALS:

A. MKI is the owner and operator of several casual dining restaurants under the Max’s
Restaurant brand (the “Restaurants”).

B. MKI is capable of providing and has offered to OCD certain services that relate to the
sale and delivery of the Products (as defined in Paragraph I below).

C. OCD intends to purchase the Products subject to the terms and conditions contained in
this Agreement.

NOW, THEREFORE, it is agreed:

1. Products, Price List and Delivery Details

The Products comprise the products of Max’s Restaurant that are enumerated and particularly
described in Appendix 1 of this Agreement, which also provides the Price list for the Products
and the delivery and serving details for each.

2. Order Guarantee

The Parties agree that OCD shall purchase a minimum of Nine Million Nine Hundred Thirty-Six
Thousand Pesos (PhP 9,936,000.00) worth of Products.

3. Cost of Products and Payment Procedure

a. Cost of Products shall be based on the negotiated rates and are understood to be inclusive
of value-added taxes.
Payment shall be as follows:

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 i. Transactions from 13 May 2020 until 11 July 2020 shall be supported by a
Statement of Account (SOA) on a daily basis. ii. Payment shall be made within three
(3) days upon receipt of the SOA; provided, all accreditation documents are
complete, such as but not limited to the following:
a. Bureau of Internal Revenue (BIR) Certificate of Registration (COR);
b. Mayor’s Permit; and
c. Philippine Government Electronic Procurement System (PhilGEPS)
Certificate.
iii. Official Receipt (OR) must be issued upon receipt of cash payment.

b. Should OCD fail to comply with the Payment Procedure, MKI may, at its sole option,
suspend all privileges of OCD and may opt to terminate or cancel any order of OCD.

c. Should there be any error or discrepancy in the invoice/s issued, OCD shall notify MKI in
writing of the same within five (5) calendar days from its receipt thereof. Failure to comply
with this provision shall be deemed a waiver of any complaints or claims for adjustments.

4. Warranties of MKI as to the Products

a. All the Products to be delivered by MKI pursuant to OCD’s orders shall be fit for
consumption within such period to be specified by MKI at the time that the order is made
(the “Declared Shelf Life”).

b. MKI shall prepare and deliver all the Products to be ordered by OCD in accordance with
food safety standards imposed by applicable laws and regulations.

c. MKI shall indemnify OCD for such injury that it may suffer as a direct result of consuming
the Products, provided, (i) that the Products were consumed within the Declared Shelf Life
and in accordance with food safety standards, and (ii) that a complaint with regard to the
defect of the Products was made by OCD through MKI’s Customer Care Hotline (+63 2 7
9000) within twenty-four (24) hours from OCD’s acceptance of the defective Products.

5. Indemnity for Failure of Delivery

MKI shall not be liable to OCD for damages for its failure to deliver the Products at the agreed
time and/or place if such failure was caused or occasioned by the happening of a force majeure
event which, for the purpose of this Agreement, shall be defined as any fortuitous event that will
preclude MKI from fulfilling its delivery obligations hereunder and which MKI could not have
anticipated despite the exercise of extraordinary diligence, provided, that MKI, if able under the
circumstances, gives notice to OCD by any means of the occurrence of such force majeure
event. MKI, however, shall, at the option of OCD, fulfill its delivery obligation upon the resolution
or the cessation of the force majeure event in lieu of refunding such amount already received
from OCD for the delivery.

6. Common Representations and Warranties of the Parties

Each Party represents and warrants that:

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a. it is licensed to do business in the Philippines, with the requisite power and authority to
engage in its business, and has the requisite corporate powers and capacity to enter into,
execute and deliver this Agreement, and to consummate the transactions contemplated
herein;

b. it has obtained all the legal and corporate authorizations required or necessary for the
signing, execution and delivery of this Agreement and the performance of its obligations
hereunder; and

c. its execution of this Agreement shall not violate any law or regulation and shall not
constitute a breach of its obligations under any contract to which it may be bound.

7. No Relationship

This Agreement shall not be construed in any manner as to create between the Parties an
employer-employee relationship, an agency, or a partnership.

8. Confidentiality

Unless otherwise permitted in writing by the Party to which the information pertains, neither
Party shall disclose any and all information pertaining to the other Party which may come to its
knowledge in the course of the execution and performance of this Agreement. Any breach of
this covenant shall make the Party-in-breach liable to the Party-not-in-breach for damages that
the latter may incur as a result of such breach.

9. Severability

Should any provision of this Agreement be declared invalid, illegal or unenforceable by a court
of competent jurisdiction, such declaration shall not impair the validity, legality, or enforceability
of other provisions of the Agreement not affected thereby, provided, that the invalidity, illegality,
or unenforceability of the affected provision does not preclude the achievement of the
contractual intent of the Parties.

10. Non Waiver

The failure of a Party to enforce any provision of this Agreement shall not constitute a waiver of
such provision or any other provision of this Agreement.

11. Entire Agreement

This Agreement and all other agreements, forms, and documents that may be executed,
accomplished, and delivered pursuant hereto or contemporaneously herewith shall constitute
the entire agreement of the Parties in respect of the subject matter hereof and shall supersede
any prior arrangement or understanding (whether verbal or written) with respect thereto.

12. Dispute Resolution

Any dispute arising from the execution, interpretation, or implementation of this Agreement shall
be resolved in accordance with the provisions of Republic Act No. 9285 or the Alternative
Dispute Resolution Act of 2004.

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 13. Counterpart

This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which taken together shall constitute one and the same
instrument, provided, that this Agreement shall not be binding upon either Party until it has been
signed by both Parties.

IN WITNESS WHEREOF, the Parties have signed this Agreement on the date and place first
specified.

MAX’S KITCHEN, INC. OFFICE OF CIVIL DEFENSE

Seller Buyer By: By:

CAROLYN T. SALUD USEC. RICARDO B. JALAD

President Administrator

SIGNED IN THE PRESENCE OF:

(This portion was intentionally left blank.)

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

) S.S.

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 BEFORE ME, a Notary Public for and in the above jurisdiction, personally appeared this
, the following:

NAME VALID I.D. DATE/PLACE ISSUED

Max’s Kitchen, Inc. Passport No. P2164323A 6 March 2017 / DFA NCR
By: South
Carolyn T. Salud
Office of Civil Defense
By:
Usec. Ricardo B. Jalad

known to me and to me known to be the same persons who executed the foregoing instrument
and acknowledged to me that the same is their own free and voluntary act and deed and that of
the corporations represented.

This instrument, referring to an SUPPLY SERVICES AGREEMENT, consists of seven (7)

pages, including its appendix and this page where the acknowledgment is written, has been
signed by the Parties and their instrumental witnesses at the foot of the instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and seal on the date and at the place
first above written.

Notary Public

Doc. No. _;
Page No. _;
Book No. ;
Series of 2020.

Appendix 1

Name of Project: Provision of Catering Services for the COVID19 Quarantine

FacilityPhilippine Arena, Bulacan

Menu:

Price per head: Php 120.00 (vat inc.) per meal

DAY BREAKFAST LUNCH DINNER

1 Sauteed Corned Beef Teriyaki Chicken Lumpiang Shanghai
Diced Potatoes Baguio Beans and Carrots Boiled Egg
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
2 Fish Rolls Karaage Chicken Burger Steak
Baguio Beans and Carrots Baguio Beans and Carrots Fish Fingers
Plain Rice Plain Rice Plain Rice

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 Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
3 Breaded Fish Fillet Chicken BBQ Fillet Pork Tocino
Pickled Kangkong Baguio Beans and Carrots Buttered Vegetables
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
4 Beef Tepanyaki Japanese Fried Chicken Sweet and Sour Meatballs
Baguio Beans and Carrots Baguio Beans and Carrots Fried Mini Ubod
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water

5 Chicken Fried Steak Teriyaki Beef Balls Sizzling Tofu

Side Veggies Baguio Beans and Carrots Boiled Egg
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
6 Mushroom Omelette 3 pcs. Fried Gyoza Daing na Bangus
Cucumber Slices Kakiage Fried Mini Ubod
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
7 Fish Rolls Tori Katsu Fish Fingers
Boiled Egg Baguio Beans and Carrots Pancit Canton
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
8 Chicken Fried Steak Teriyaki Chicken Pork Tocino
9 Pork
BaguioTocino
Beans and Carrots Beef
BaguioTeppanyaki
Beans and Carrots Sweet andVegetable
Buttered Sour Meatballs
Sliced
Plain Cucumber
Rice Kakiage
Plain Rice Mixed Veggies
Plain Rice
Plain
Fruit/Rice
Dessert Plain
Fruit/Rice
Dessert Plain
Fruit/Rice
Dessert
Fruit/ Dessert
Bottled Water Fruit/ Dessert
Bottled Water Fruit/ Dessert
Bottled Water
Bottled Water Bottled Water Bottled Water
10 1 pc. Pan Chicken Kakiage Daing na Bangus
Corn and Carrots Boiled Egg Steamed Kangkong
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
11 Fish Rolls Teriyaki Beef Balls Burger Steak
Baguio Beans and Carrots Baguio Beans and Carrots Fish Finger
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
12 Chicken Fried Steak 3 pcs. Fried Gyoza Lumpiang Shanghai
Corn and Carrots Baguio Beans and Carrots Boiled Egg
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
13 Beef Teppanyaki Chicken Adobo Daing na Bangus
Baguio Beans and Carrots Okra and Squash Fried Mini Ubod Page | 6
Plain Rice Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water Bottled Water
14 Pork Tocino 1. Caramel Bars
Sliced Cucumber 2. Mini Cake Rolls Teriyaki Beef Balls Fish
Plain Rice Fingers
Fruit/ Dessert Baguio Beans and Carrots Pancit Canton
Bottled Water Plain Rice Plain Rice
Fruit/ Dessert Fruit/ Dessert
Bottled Water Bottled Water
Dessert Options:
Delivery Dates: May 13 to July 11, 2020 (60 days contract) Qty: 460 min per meal

Delivery Schedule:
Breakfast: 6:00 AM
Lunch: 11:00 AM
Dinner: 5:30 PM

Point of Contact: Ms. Suzanne Ramos 09064319016

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