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FRANCHISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This agreement made and executed by and between:

THE CRUNCH FOOD, INC., duly incorporated and registered

company under the laws of the Philippines, with business
address at Food Street, Along Alabang-Zapote Road,
Barangay Pamplona Tres, Las Pinas City, 1740, Philippines,
represented by MR. JOSE RAFAEL S. JAVIER, of legal age,
single, Filipino citizen, hereinafter called "FRANCHISOR”

-and-

MR. EDMON PANGAN & MRS. REALIZA PANGAN, both

of legal age, married, Filipino citizen, with residential and
postal address at 2308 Vincent Ville, San Vicente, Apalit,
Pampanga hereinafter called "FRANCHISEE”.

WITNESSETH:

Whereas, FRANCHISOR, as the result of expenditure of time, skill, effort

and money, has developed and owns an intellectual property related to the
operation and distribution of “THE CRUNCH – Boneless Fried Chicken”
and other related products.

Whereas, the distinguishing characteristics of the system include, but are

not limited to food preparation products, services, designs, specifications
and procedures of operation, consistency and uniformity of products and
services offered training and assistance, advertising and promotional
programs, all of which may be charged, improved and further developed
by FRANCHISOR from time to time.

Whereas, FRANCHISEE desires to enter into the business of operating one

"THE CRUNCH” products and wishes to obtain a contract for that purpose
as well to receive the training and other assistance by FRANCHISOR in
connection herewith.

Whereas, FRANCHISEE understands and acknowledges the importance of

FRANCHISOR's high standards of quality, appearance and service and the
necessity of operating the business in conformity with FRANCHISOR's
standards and specifications.
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Whereas, FRANCHISEE declares that they have the adequate personnel,

organizational facilities and working capital satisfactory to FRANCHISOR
to perform the obligations set forth hereunder.

Whereas, FRANCHISOR expressly disclaims the making of, and the

FRANCHISEE has neither received nor relied upon any warranty or
guaranty, express or implied, as to the revenues, profits, or success of the
business venture contemplated by this Contract.

The FRANCHISEE acknowledges that they have conducted an

independent investigation of the business venture contemplated by this
Contract and recognizes that it involves business risks and that success of
the venture is largely dependent upon the FRANCHISEE’S business
abilities. The FRANCHISEE further acknowledges that they have read the
Contract and that they have signed the same using their business
judgment, with advice of the counsel if they prefer, and not in
consideration of any representation made by us, our officers, employees or
agents or other terms apart from those embodied in this Contract.

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

the parties have agreed to strictly comply with the following terms and
conditions, to wit:

1. GRANT OF FRANCHISE RIGHTS - FRANCHISOR hereby awards

the Franchise Rights to FRANCHISEE commencing on the signing
thereof.

2. FRANCHISE FEE – The Franchise Fee shall be TWO HUNDRED

FIFTY THOUSAND PESOS (Php 250,000.00) for the establishment
and operation of one (1) Franchise Outlet. Franchise Fee shall be
deemed fully earned by the FRANCHISOR upon execution of this
Contract and shall not be refunded, in whole or in part, upon
termination of this Contract, or at any time, or under any other
circumstance. There shall be NO ROYALTY or other similar fees to be
collected from the FRANCHISEE during the effectivity of this
contract.

3. FRANCHISE INCLUSIONS - FRANCHISOR shall provide the

following:

● Use of Trade Name and Logo

● Construction & Store Layout Assistance
● Complete Set of Kitchen Equipment
● Food Warmer
● P15,000 Worth of Initial Inventory
● POS Package
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● Comprehensive Training
● 4 Sets of Complete Uniform
● Operational Manual
● Grand Opening & Marketing Assistance

4. DURATION – This agreement shall be effective for a period of two

(2) years. The commencement of the two (2) year period shall be
reckoned from the date of first business operation of the Franchise
outlet. The Franchise Agreement shall be renewable every two (2)
years after the termination without any renewal fee.

5. EXCLUSIVITY OF FRANCHISE LOCATION – FRANCHISOR shall

not set-up another Franchise Outlet within the Three Kilometer (3
KM) radius of the FRANCHISEE’s designated location. Such business
shall at all times be located at McArthur Highway Purok 3, Brgy.
Sampaloc, Apalit Pampanga. FRANCHISEE shall not be allowed to
transfer said location to another without the prior consent of the
FRANCHISOR.

6. EXCLUSIVITY CLAUSE – FRANCHISEE agrees to assign

FRANCHISOR as the exclusive supplier of all boneless chicken,
coating, sauce, packaging materials, and other related products of
“THE CRUNCH”. However, upon the express permission of the
FRANCHISOR due to allowable circumstances, the FRANCHISEE
shall be permitted to acquire other supplies from different suppliers,
with the exception to The Crunch Sauces, Powders, and Packaging
Materials.

FRANCHISEE is not allowed to offer other type of products and

other official merchandise which are not included in the product line
of the FRANCHISOR without the prior approval of the latter.
FRANCHISEE agrees to offer all types of new products as included in
the product line of the FRANCHISOR.

7. USE OF NAME AND SYSTEM – During the effectivity of this

Franchise Agreement, FRANCHISEE can use the said Franchise
name/s, business system and engage in all business transaction
related to the products and services carried by FRANCHISOR.

8. CONFIDENTIALITY OF TRADE SECRETS – FRANCHISOR shall

keep abreast FRANCHISEE on the continuous development of
products or services and transfer thereof, including product
development, for the benefit of the FRANCHISEE. Upon signing of
this agreement, it is understood that trade secrets and business
system have been transferred to the FRANCHISEE by way of
orientations and receipt of a copy of Business Manual of Orientations
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for this purpose. These trade secrets and business systems are highly
confidential and shall not be disclosed by the FRANCHISEE, his/her
employees, and/or assignees to any third party. FRANCHISOR
reserves the right to seek legal relief by filing the appropriate criminal
or civil complaint in case of violation of this provision.

9. MANPOWER SUPPORT - FRANCHISOR shall provide manpower

support thru formal training preferably at the FRANCHISOR’S
headquarters. Salaries and mandatory benefits shall be borne by
FRANCHISEE. All employees of the Franchise Outlet are employees
of the FRANCHISEE and shall not be deemed as employees of the
FRANCHISOR for any purposes whatsoever.

10. MARKETING CONSULTATION – FRANCHISOR shall assist

FRANCHISEE in the formulation of a local marketing plan.

11. TRANSFERABILITY OF FRANCHISE - FRANCHISEE may assign

or transfer the franchise provided the transferee possesses all the
qualifications set by FRANCHISOR. This right can be exercised only
by the FRANCHISEE before the termination of the Franchise
Agreement. However, the transferee shall be bound by the same set
of standards and obligations imposed by FRANCHISOR. A Transfer
Fee of Twenty Thousand Pesos (P20,000.00) shall be given to
FRANCHISOR in case of utilization of this clause.

12. MAINTENANCE CLAUSE - FRANCHISEE shall be responsible to

maintain its outlet in accordance to FRANCHISOR’s standard of
operations. FRANCHISEE shall be responsible for all modifications,
upgraded and maintenance needed by the outlet based upon the
FRANCHISOR’s recommendation.

13. TERMINATION OF CONTRACT – The Franchise Agreement may

be terminated only after two (2) years of operation. FRANCHISOR
has the sole authority to terminate the agreement even on the earlier
date. The right of FRANCHISOR to terminate the agreement may
arise only if FRANCHISEE violates any or all standard operating
procedures set forth on this contract. The termination shall be done
thirty (30) days after notice of termination. If FRANCHISEE wishes to
terminate this agreement prior to the franchise period, he/she shall
be charged a Ten Thousand Pesos (Php 10,000.00) Termination Fee.

14. POST-CONTRACT CLAUSE – Within ten (10) years after the

expiration of the term of this agreement, FRANCHISEE undertake
not to engage in similar business of FRANCHISOR.
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15. VENUE – All actions arising or in connection with the foregoing

agreement shall be filled exclusively at the proper courts of Las Pinas
City.

16. OTHER MATTERS – All other matters not covered by this

agreement shall be subject to the agreement in writing by the parties.

17.

IN WITNESS WHEREOF, the parties have signed this

Franchise Agreement on ___________________ at Las Pinas City.

FRANCHISOR FRANCHISEE

_______________________________ _____________________________
THE CRUNCH FOOD, INC. EDMON PANGAN
BY: JOSE RAFAEL S. JAVIER

_____________________________
REALIZA PANGAN

NOTED BY:
Rapunzel Mae F. Maluto (sgd.)
_______________________________
ATTY. RAPUNZEL MAE F. MALUTO
The Crunch In-House Counsel

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF LAS PINAS) S.S.

Before me, a Notary Public, in and for ________________________ on this

_______ day of ____________________ personally appeared the following:
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NAME VALID I.D. ISSUED ON ISSUED AT

JOSE RAFAEL S. JAVIER 500-793-952 05/25/2016 TIN
EDMON PANGAN C12220664668 P 11/04/2022 POSTAL ID
REALIZA PANGAN C12220664591 P 11/04/2022 POSTAL ID

Known to me and known to be the same person who executed the

Franchise Agreement and acknowledged to me the same in their own and
voluntary act and deed and that of the company/entity they represent.

Doc. No. ________

Page No. _______
Book No. _______
Series of 2023