CONTRACT OF PARTNERSHIP

 
KNOW ALL MEN BY THESE PRESENTS:
 
This Contract of Partnership is made, executed, and entered into by and between:
 
 
JANINE S. ESPINA, of legal age, Filipino, single, and a resident of San Pedro
St., Marapangi 3, Toril, Davao City, hereinafter referred to as the FIRST PARTY;
 
-and-
 
RAMON LUISITO P. VILLAMOR, of legal age, Filipino, single, and a resident
of Blk. 69, Lot 5, Deca Homes, Tigatto, Davao City, hereinafter referred to as the
SECOND PARTY.
 
WITNESSETH
 
WHEREAS, the parties are desirous to enter into a Contract of Partnership for
an enterprise under the business name and style of SAIKUO Japanese Language
Tutorial Center which business operation had started in the month of October 2018;
 
WHEREAS, the business name shall be registered in the name of SJLTC
SOLUTIONS Incorporated;
 
WHEREAS, The principal office of the partnership shall be located at 2nd
Floor.,Door 5, Tipolo Square Bldg., Mandaue City, Cebu, Philippines;

NOW THEREFORE, for and in consideration of the foregoing premises, the

parties hereby agreed to enter into a Contract of Partnership subject to the following
terms and conditions:

1. Both PARTIES shall be considered a capitalist and industrial partners to whom

management of the operation of the Partnership’s business and the use of its
signature shall be entrusted, and shall exercise such powers necessary and
indispensable to attain the purpose of the Partnership’s business including
acceptance of drafts, bills of exchange and other negotiable instruments for and
in the name of the Partnership; to deposit and withdraw money in banks for
purposes of the Partnership’s business.

2. The SECOND PARTY shall contribute capital for the continued operation of the
partnership business on or before November 03, 2018 the amount of which shall
be determined after the inventory of the total expenditures of the partnership
business. However, the parties agreed that the initial capital to be contributed by
the Second Party shall be used/applied for the expenses incurred in opening and
expansion of the partnership business in General Santos City sometime in the
month of April 2019.

3. The SECOND PARTY shall be entitled to profits of the partnership business

equivalent to FIFTY PERCENT (50%) of the total net income in its Cebu City and
General Santos City branch offices only without prejudice to future
understanding by both parties should a new branch office or place of business be
opened subject to the execution of another instrument. Losses shall be borne
entirely by the common fund of the partnership.

Contract of Partnership 1|Page

 4. It is understood that both parties shall visit the business establishment at least
once a month for purposes of monitoring its progress, the expenses of which shall
be borne by the personal fund of each partner.

5. This Partnership agreement shall be effective during the lifetime of the partners
from the date of execution of this contract and may be terminated by either
partner upon written notice thereof to the other within ninety (90) days from the
date of termination. Upon termination, the partnership shall be dissolved and all
assets liquidated with proceeds first applied to any outstanding debt of the
partnership, the remainder of which shall be divided by the partners in
accordance with paragraph 3 of this contract.

6. Any legal conflict arising from this contract may be lodged by either party before
the courts of Davao City only, exclusive of any other venue or jurisdiction.

IN WITNESS WHEREOF, the parties have hereunto affixed their respective

signatures this _____________ at Davao City, Philippines.

JANINE S. ESPINA RAMON LUISITO P. VILLAMOR

First Party Second Party

TIN: 446-857-777 UMID No. CRN 011102978786-3

SIGNED IN THE PRESENCE OF:

____________________and____________________

Republic of the Philippines)

City of Davao )S.s.
x- - - - - - - - - - - - - - - - - --x

ACKNOWLEDGMENT

BEFORE ME, a Notary Public for and in the city of Davao, Philippines, personally
appeared the above PARTIES whom I have identified through their respective
competent evidence of identity as indicated above and who represented themselves to
me to be the same persons who executed the foregoing CONTRACT OF PARTNERSHIP,
consisting of two (2) pages including the page on which this Acknowledgement is
written, the same having been signed by the parties and their witnesses on each and
every page hereof, and acknowledged and sworn to me that the same is their own free
act and voluntary deed.

WITNESS MY HAND AND SEAL this __________________ in Davao City,

Philippines.

Contract of Partnership 2|Page