MEMORAMDUM OF AGREEMENT

This agreement made and entered into and by between:

MEYER’S FOODS AND SERVICES, INC. a corporation duly

organized and existing under and virtue of the laws of the Philippines,
with its principal place of business at 99 Dapitan Street corner Biak na
Bato, Brgy. Sto. Domingo, Quezon City represented by its President,
MS. FLORDELIZA A. VASQUEZ, hereinafter referred to as
“SERVICE PROVIDER”;

And

UNIVERSAL WEAVERS CORPORATION, a corporation duly

organized and existing under and by virtue of the laws of the
Philippines, with business address at 7 th Street, Phase II, FAB,
Mariveles, Bataan represented by its ____________________,
_________________________, hereinafter referred to as “COMPANY”.

WITNESSETH:

WHEREAS the Company has an existing canteen facility within its business premises at
textile plant/facility located at 7th Street, Phase II, FAB, Mariveles, Bataan (“Canteen”),
which sells food and other items to its employees and personnel;

WHEREAS the Service Provider is engaged in the business of providing catering and food
services;

WHEREAS the Company wishes to engage the Service Provider to operate the Canteen and
sell food and other items and services to the Company’s employees and personnel;

NOW THEREFORE, in consideration of the mutual covenants and undertakings as set

forth herein, the SERVICE PROVIDER and COMPANY agree as follows:

1) TERM. - This Agreement shall be effective for a period of five (5) years commencing
on ____________________ until ___________________, renewable at the option of
both parties. In the event that the Parties continue with the transaction contemplated
on this Agreement after the expiration of the without having executed a written
renewal, they shall continue to be governed by this Agreement in its entirety which
shall subsist from month to month.

2) CANTEEN. – The Company shall provide and deliver to the Service Provider the
existing Canteen and allow the Service Provider to stock, prepare, cook and sell food
and other items to the Company’s employees, officers and personnel.

The Service Provider shall be allowed to make the necessary construction and/or
renovations within the Canteen premises which it may deem fit or necessary for
purposes of providing the services contemplated herein,

3) OBLIGATIONS OF SERVICE PROVIDER - The Service Provider shall:

 a. Sell and provide food and other items to the Company’s employees, officers
and personnel covering breakfast, lunch and dinner. It may likewise offer
snacks in between regular meals.

b. Employ its own personnel to provide the services to operate the Canteen.

c. Maintain the Canteen in clean and sanitary condition.

d. Bill the Company for all meals and food items sold.

4) OBLIGATIONS OF THE COMPANY. – The Company shall:

a. Provide the Canteen and its premises to the Service Provider free of any form
of rent, fee or charge whatsoever.

b. Provide free and unhampered access to the Canteen to allow the Service
Provider’s employees and workers to perform the services and the delivery
and/or removal of equipment and supplies as the Service Provider may deem
fit, including the performance of construction and/or renovation works.

c. Provide the necessary electrical and water supply to the canteen, free of
charge.

d. Pay the Service Provider for all the meals and food items sold to the
Company’s employees, officers and personnel

5) BILLING AND PAYMENT. – On or before the 20th of each month, the Company
shall pay the Service Provider for all billings covering food and other items
purchased by the Company’s employees, officers and personnel from the Canteen.

6) REIMBURSEMENT OF RENOVATION COSTS . - In the event that this Agreement

is pre-terminated, regardless whether the termination is for cause, the Company shall
immediately reimburse the Service Provider for all expenses incurred by the Service
Provider in the renovation of the Canteen in accordance with the following
schedule/rates:

Period of Termination Percentage of

Reimbursement
First Year 100%
Second Year 80%
Third Year 60%
Fourth Year 40%
Fifth Year 0%

7) EXCLUSIVITY. – The Service Provider shall be the exclusive provider of the services
contemplated herein. The Company shall not engage or allow any other seller of
food or other items within the business premises of the Company.
 8) COMMUNICATIONS. - Unless otherwise agreed upon, the addresses for
communication in respect of any matter relating to this Agreement shall be as under:

For the Company

           
For the Service Provider        99 Dapitan Street corner Biak na Bato
Brgy. Sto. Domingo, Quezon City 1100

12. SEPARABILITY CLAUSE. -  If any provision of this Agreement is held to be invalid,
illegal or unenforceable for any reason, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been
contained therein. 
 
13.  ENTIRE AGREEMENT. - The parties hereby undertake to abide by the terms and
conditions of this Agreement. This Agreement sets forth the entire agreement and
understanding between the Parties and supersedes all prior discussions and
negotiations or agreements, express or implied, written or oral, between them with
respect to the subject matter hereof.

14. VENUE. - This Agreement shall be subject to the Philippine laws and venue of suits
shall be in the proper courts at Quezon City to the exclusion of all other courts.

IN WITNESS WHEREOF, the parties hereto affix their signature this ____ day of
__________, 2020 in the City of _____________, Philippines.

______________________________
MS. FLORDELIZA A. VASQUEZ
PRESIDENT
MEYER’S FOODS AND SERVICES, INC.

___________________________________

UNIVERSAL WEAVERS CORPORATION

WITNESSES

____________________________ ______________________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF ) S.S.

BEFORE ME, a Notary Public for and in the City of _______________, this ______day of
December, 2018, personally appeared:

NAME Passport/PRC No. Issued At Issue Date

Ms. Flordeliza A. P4640634B DFA NCR January 31,
Vasquez East 2020

known to me to be the same persons who executed the foregoing Agreement and
acknowledged to me that the same is their free act and deed and that they are duly
authorized to sign the same.

This Agreement consists of four (4) pages, including the page in which this
Acknowledgement is written, has been signed on the left margin of each and every page
thereof by Ms. Flordeliza A. Vasquez and ____________________, their witnesses and sealed
with my Notary Seal.

IN WITNESS WHEREOF, I have hereunto set my hand, the day, the year, and place above-
written.

Doc. No.
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Book No.
Series of 2020.