JOINT AFFIDAVIT OF BUSINESS PARTNERSHIP

KNOW ALL MEN BY THESE PRESENTS:

That we, [ ] and [ ], both Filipino citizens, of legal age and residents of [ ] agreed to
a partnership under the terms and conditions mutually agreed upon by the herein parties
and subject to the provisions of existing laws of the Republic of the Philippines, after
having been duly sworn to in accordance with the law depose and say:

1. That we have entered into a business partnership relating to grocery

retail;
2. That the business name is Bayanihan Grocery;
3. That the business partnership was entered into in September 2020 and
the grocery store was fully operational since October 2020 until present;
4. That the grocery store is located in [ ];
5. That the business was issued Mayor’s Permit by Business Permit &
Licensing Office of the Municipality of [ ] January 5, 2024 with Permit
Number 2024-[ ];
6. That we executed this Affidavit to attest to the truth of the foregoing and
for all legal intents and purposes this may serve best.

IN WITNESS WHEREOF, we have hereunto affixed our signature this

______________ 2024 in [ ].

[] []
Affiant Affiant

PRC ID No. 01[ ] Driver’s License No. D18-[ ]

Valid until 03/14/2026 Valid until 2025/01/22

BEFORE ME, appears the above-named persons after presenting the above-
mentioned affidavit, who are personally known to me or identified by me through
competent, evidence or identity as defined by the Notarial Rules as the person who signs
the document in my presence, takes an oath or affirmation before me as to such
document.

Witness my hand and seal this ______________ 2024 at [ ].

NOTARY PUBLIC

Doc. No. ___;

Page No.___;
Book No.___;
Series of 2024
 PARTNERSHIP AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Partnership Agreement is executed this (insert date) by and between:

(insert name of corporation), a corporation duly organized and existing in accordance

with laws of the Republic of the Philippines, with principal offices at (state address),
represented in this act by its President, (state name of representative), hereinafter
referred to as the FIRST PARTY;

- and–

(insert name of corporation), a corporation duly organized and existing in accordance

with laws of the Republic of the Philippines, with principal offices at (state address),
represented in this act by its President, (state name of representative), hereinafter
referred to as the SECOND PARTY.

-WITNESSETH-

WHEREAS, the Parties have agreed to make contributions to a common fund for the
purpose of acquiring, holding and operating a (state nature of business) hereinafter
referred to as the business interest.

WHEREAS, the Parties have agreed, in pursuit of the business interest, to enter into a
Partnership pursuant to the Partnership Laws of the Philippines.

NOW THEREFORE, the parties agree as follows:

1. Name and Business

The parties hereby form a partnership under the name of (state name of partnership) to
conduct the business interest. The principal office of the business shall be in (state
address of the office).

2. Term

The partnership shall commence on (state date of commencement) and shall continue to
exist until terminated as herein provided.

3. Contributions

The capital of the partnership shall be contributed by the partners as follows:

Nature of
Contribution
(Cash, Property,
Name Service, etc.) Share Contribution
A
B
C
Total 100% xxx

A separate capital account shall be maintained for each partner. Neither partner shall
withdraw any part of his capital account. Upon the demand of either partner, the capital
 accounts of the partners shall be maintained at all times in the proportions in which the
partners share in the profits and losses of the partnership.

4. Profit and Loss

Both the net profits and net losses of the partnership shall be divided and borne equally
between the partners. A separate income account shall be maintained for each partner.
Partnership profits and losses shall be charged or credited to the separate income
account of each partner. If a partner has no credit balance in his income account, losses
shall be charged to his capital account.

5. Salaries and Drawings

No partner shall receive any salary for services rendered to the partnership. Each
partner may, from time to time, withdraw the credit balance in his income account. All
other expenses incurred by the parties in the pursuit of the business interest shall be
accounted for in accordance with policies to be mutually set by the parties in accordance
with generally accepted accounting principles.

6. Interest

No interest shall be paid on the initial contributions to the capital of the partnership or on
any subsequent contributions of capital.

7. Management

The partners shall have equal rights in the management of the partnership business, and
each partner shall devote his entire time to the conduct of the business. A managing
partner may be designated by the parties subject to the exigencies of the partnership.
Without the consent of the other partners, no partner shall on behalf of the partnership
borrow or lend money, or make, deliver, or accept any commercial paper, or execute any
mortgage, security agreement, bond, or lease, or purchase or contract to purchase, or
sell or contract to sell any property for or of the partnership other than the type of
property bought and sold in the regular course of its business.

8. Banking

All funds of the partnership shall be deposited in its name in such checking account or
accounts as shall be designated by the partners. All withdrawals therefrom are to be
made upon checks signed by at least two partners.

9. Books

The partnership books shall be maintained at the principal office of the partnership, and
each partner shall at all times have access thereto. The books shall be kept on a fiscal
year basis in accordance with generally accepted accounting principles and shall be
closed and balanced at the end of each fiscal year. An audit shall be made as of the
closing date.

10. Termination

10.1 The partnership may be dissolved at any time by agreement of the partners, in which
event the partners shall proceed with reasonable promptness to liquidate the business of
the partnership. The partnership name shall be sold with the other assets of the
business.

10.2 The assets of the partnership business shall be used and distributed in the following
order: (a) to pay or provide for the payment of all partnership liabilities and liquidating
expenses and obligations; (b) to equalize the income accounts of the partners; (c) to
discharge the balance of the income accounts of the partners; (d) to equalize the capital
accounts of the partners; and (e) to discharge the balance of the capital accounts of the
partners.
 11. Death

11.1 Upon the death of a partner, the surviving partner/s shall have the right either to
purchase the interest of the decedent in the partnership or to terminate and liquidate the
partnership business. If the surviving partner elects to purchase the decedent's interest,
he shall serve notice in writing of such election, within three months after the death of the
decedent, upon the executor or administrator of the decedent, or, if at the time of such
election no legal representative has been appointed, upon any one of the known legal
heirs of the decedent at the last-known address of such heir.

11.2 If the surviving partner/s elect/s to purchase the interest of the decedent in the
partnership, the purchase price shall be equal to the decedent's capital account as at the
date of his death plus the decedent's income account as at the end of the prior fiscal
year, increased by his share of partnership profits or decreased by his share of
partnership losses for the period from the beginning of the fiscal year in which his death
occurred until the end of the calendar month in which his death occurred, and decreased
by withdrawals charged to his income account during such period.

11.3 No allowance shall be made for goodwill, trade name, patents, or other intangible assets,
except as those assets have been reflected on the partnership books immediately prior
to the decedent's death; but the survivor shall nevertheless be entitled to use the trade
name of the partnership.

12. Arbitration and Attorneys Fees

The Parties agree that any dispute, claim, or controversy concerning this Agreement or
the termination of this Agreement, or any dispute, claim or controversy arising out of or
relating to any interpretation, construction, performance or breach of this Agreement,
shall be settled in good faith by the parties. If no agreement is reached, the Parties shall
refer the same to arbitration in accordance with Philippine arbitration rules then in effect.
The arbitrator may grant injunctions or other relief in such dispute or controversy. The
decision of the arbitrator shall be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator’s decision in any court having
jurisdiction. The Parties will pay the costs and expenses of such arbitration in such
proportions as the arbitrator shall decide, and each party shall separately pay its own
counsel fees and expenses.

13. Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on

the subject matter hereof. This Agreement may be modified only by a further writing that
is duly executed by both parties.

14. Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or

unenforceable, then this Agreement, including all of the remaining terms, will remain in
full force and effect as if such invalid or unenforceable term had never been included.

15. No Implied Waiver

Either party's failure to insist in any one or more instances upon strict performance by the
other party of any of the terms of this Agreement shall not be construed as a waiver of
any continuing or subsequent failure to perform or delay in performance of any term
hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
place above specified.

FIRST PARTY SECOND PARTY