FRANCHISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Franchise Agreement is made and entered into this ____________________ at the
City of _____________________ by between:

Fabsuffrage Inc. duly registered and existing company under the

law of the PHILIPPINES, with office address at #17A Unit 10A
G/F, St. Martin Bldg. Westpoint St. Cubao, Quezon City
represented by its _____________________________________________
hereinafter called FRANCHISOR,

- and -

___________________________________ with address at

______________________________________________________
hereinafter called FRANCHISEE.

WITHNESSETH:

Whereas, FRANCHISOR, as a result of expenditure of time, skill, effort and money has
developed and owns an intellectual property related to the operation and distribution of franchise
products.

Whereas, the distinguishing characteristics of the system include but are not limited to
food preparation, products, services, designs, specification and procedures of operation
consistency and uniformity of products and services offered, training and assistance advertising
and promotional programs, all of which may be changed, improved and further developed by
FRANCHISOR from time to time;

Whereas, FRANCHISOR identifies the system by means of certain trade names,

trademarks, logos, emblems of origin, including but not limited to such other trade names,
service marks and trademarks as are now designated and may hereinafter be designated by the
FRANCHISOR, referred to as PROPRIETARY MARKS;

Whereas, FRANCHISOR continues to develop use and control the use of such
proprietary marks in order to inform the public the source of service and to represent the
system’s high standards of quality, appearance and services;

Whereas, the FRANCHISEE desires to enter into the business of operating one of
________________ Product and wishes to obtain a contract for that purpose as well as
to receive the training and other assistance by the 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 business in conformity with FRANCHISOR’S and perform the obligation set
forth hereunder;

Whereas, the FRANCHISEE acknowledges that they have conducted an independent

investigation of the business venture contemplated by this contract and recognize that it involves
business risks and that success of the venture is largely dependent upon the Franchisee’s business
abilities. That the FRANCHISEE further acknowledges that he/she have read and that he/she

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have signed the same using their business judgment, with or without advise of the counsel and
not in consideration of any representation made by our offices, directors, shareholders,
employees or agents or other terms apart for those embodied in this contract. The
FRANCHISOR made representation to the FRANCHISEE as an encouragement to this
Contract that they have made no misrepresentations in obtaining the license;

Now, therefore the parties in consideration of the undertaking of commitments of each

Party to the other set forth herein and hereby agree as follows:

1. BUSINESS GRANT
A. Subject to all the terms and provisions hereof FRANCHISOR hereby grant to
FRANCHISEE the right to operate such business.
B. The Grant of Rights to the FRANCHISEE shall only apply to and to allow
him/her to establish and operate such business of _________________, such
business shall at all times be located at
__________________________________________________________________
C. There will be a 300 meters distance for every same concept in a specific location.
D. FRANCHISEE shall not be allowed to transfer the said location to another
without the prior written consent of the FRANCHISOR.

ll. FEES
In consideration of the issuance of the business granted therein FRANCHISEE
shall pay the FRANCHISOR the amount of PESOS:
_______________________________ (Php ________________) as payment of
_______________________, and include the following product inclusions:

▪ Use of Trade Names and Logo

▪ High End Food Cart
▪ Equipment
▪ Operating Utensils
▪ Set of Uniforms
▪ Initial Product Inventory
▪ Comprehensive Training
▪ Inventory System
▪ Notarized Franchise Contract

The fee shall be deemed fully earned by the FRANCHISOR upon

execution of this contract in whole, upon termination of this Contract or
termination of Franchise or at any time, or under any other circumstances.

Application of Payments
Notwithstanding any designation to the contrary, the FRANCHISOR shall have
sole discretion to apply FRANCHISEE’S payments to any outstanding amount.

A. Non-withholding Payment
The FRANCHISEE acknowledges that the obligation to pay any and all amounts
under this agreement is absolute and that he/she are not entitled under this
Contract to withhold payment of any outstanding obligations for any reason and
such payment cannot be conditioned upon FRANCHISEE’S perception of
compliance with the FRANCHISOR’S obligations.

B. INITIAL TERM
1. The term of this contract shall be for a period of One year beginning on
the date this agreement as approved by the FRANCHISOR and the term are
renewable yearly with no renewal fee, unless this Contract is terminated
sooner.
2. The FRANCHISOR will not charge royalty fee to the franchisee.

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 3. Notwithstanding the foregoing, The FRANCHISOR shall have the right
to terminate the contract under the following conditions:
a) Violation of any provision of the Franchise Agreement
b) Failure of the Franchisee to adhere to the quality and operational
standards set forth by the Franchisor.
c) Selling of Products other than the products in scope of the
Franchise without Franchisor’s written consent is not allowed.
d) Default Payments.
e) Using the technology, operational system and products and putting
up a business in competition with Franchisor.
f) Disclosure of Franchise information to competition.

lll. TRADE NAME STANDARDS

A. The FRANCHISEE hereby acknowledges and agrees that the Trade Name is
the exclusive property of the FRANCHISOR and the FRANCHISEE’S right
to use the Trade Name is specifically conditioned upon the following terms
and conditions:
1. The Trade Name is a valuable property owned by the FRANCHISOR
and is the exclusive owner of all rights, title and interests on the Trade
Name.
2. The FRANCHISEE acknowledges that the right to use the
FRANCHISOR’S marks is derived solely from this Contract. Any
unauthorized use of the Franchisors Marks by FRANCHISEE is a
breach of contract and an infringement of the rights to the
FRANCHISOR.
3. The FRANCHISEE acknowledges that the FRANCHISOR is the
sole owner of the Copyrights in various copyright works, including but
not limited to, advertisement materials and uniforms of staff, logos,
business forms, contracts, brochures, operational manuals, all of which
were developed by the FRANCHISOR.

lV. USE OF NAME AND SYSTEM

The FRANCHISOR agrees that during the term of this contract, the
FRANCHISEE will operate, advertise and promote under the marks without
prefix and suffix; that it will adopt and use the marks and system licensed
hereunder solely in the manner prescribed by the terms of this Contract.

V. COMPLIANCE WITH LAW

The FRANCHISEE agrees to operate the business in compliance with the
applicable laws and government regulations in accordance with the standards
established by FRANCHISOR.

The FRANCHISEE shall obtain at his own expense and keep in force, any
permits, license, or other concerns required for leasing, construction, and
operations without limitations on sales and income tax, health and sanitary
permits, business permits, Department of Trade And Industry, Business Name and
Registration and others.

Vl. OPERATIONS STANDARDS

In order to promote the value and goodwill of FRANCHISOR’s Trade Name and
to protect the other Franchisee, FRANCHISEE agrees to conduct its business in
accordance with the standards promulgated by law. And in accordance with the
operational standards of the FRANCHISOR at all times

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Vll. PERSONNEL AND TRAINING REQUIREMENTS
As part of the Franchisor’s support system extended to the FRANCHISEE,
during the term of this Contract, the following provisions and conditions shall
prevail with respect to personnel hiring, training and orientation procedures.

A. The FRANCHISEE shall be required to hire qualified the competent

personnel to conduct the day to day operations of the business; however the
FRANCHISEE must thoroughly familiarize himself with the standards and
methods operating the business;
B. The FRANCHISEE understands that the Contract granted is not a passive
investment but rather a business judgment and marketing approach;
C. The FRANCHISEE acknowledges that it has the ultimate responsibility for
the successful operation of the business and is not dependent upon the effort
of others in order to derive profits from the business;
D. The FRANCHISEE agrees to engage sufficient personnel to meet the
anticipated volume to the operations of the Business and each employee to
be trained in accordance with the operation standard;
E. All employees of the Business are employees of the FRANCHISEE and not
employee of the FRANCHISOR. The FRANCHISEE shall require all his
employees policies set by FRANCHISEE in accordance with those policies
of the FRANCHISOR. No employee of the FRANCHISEE shall be
deemed to be an employee of the FRANCHISOR for any purpose it may
serve;
F. The FRANCHISEE and/or its authorized representative should undergo
formal training at the FRANCHISOR’S Headquarters and hands on
training at one of the corporate outlets under direct supervisions of
FRANCHISOR’S Representative.

Vlll. PRODUCTS OFFERED

The FRANCHISEE agrees to offer all types of products as required by the
FRANCHISOR. Any new product developed by FRANCHISOR must be
included in the product line of the FRANCHISEE.

The FRANCHISOR will deliver the products at specified site or immediate

distribution center or pick up point through a delivery system, best fitted to a
specific FRANCHISEE site as the case may be. Location of the franchise outlet
as agreed upon, has a lead time of 4 to 7 business days for delivery upon order
depending on the Franchise location and installed delivery system. Only products
from the Franchisor are allowed to be displayed and sold in the cart.

lX. OPERATIONAL ADVISORY ASSISTANCE

The FRANCHISOR shall be available at the franchisee’s request to provide and
counseling to FRANCHISEE with respect to his operation of the Business
through any means of communication, either by telephone, e-mail or fax during
business hours.

X. TRANSFER IN DEATH OR PERMANENT INCAPACITY

Upon death or permanent incapacity of Franchisee or any individual with an
interest in the Franchise, The Executor, Administrator or Personal representative
of the deceased or incapacitated person may assume the deceased or incapacitated
person’s interest and must administer new agreement with the FRANCHISOR
and pay the transfer fee amounting five thousand pesos.

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Xl. RELATIONSHIP OF PARTIES

This contract does not create a fiduciary relationship between FRANCHISOR

and FRANCHISEE.

A. The FRANCHISEE shall be an independent contractor. Nothing in this

contract is intended to constitute the FRANCHISEE as an agent, legal
representative, subsidiary, joint venture, partner, employee or servant of seller
for whatever purpose whatsoever.
B. The FRANCHISOR and FRANCHISEE shall not be considered joint
venture partners or agents to each other. FRANCHISEE shall not under any
circumstance act or hold itself as agent or representative of the
FRANCHISOR. The FRANCHISEE agrees to indemnify and hold the
FRANCHISOR and free from any claims, demands or liabilities from third
parties arising out of the operations of the business.
C. The FRANCHISEE is not authorized to make any contract, agreement,
warranty, or representation or to create obligation, expressed or implied, in
behalf of the FRANCHISOR.
D. The FRANCHISEE shall not hold herself/himself out to the public as an
independent contractor operating business pursuant to a contract granted from
the FRANCHISOR. The Franchisee agrees to take such actions that shall be
necessary to accomplish this.

Xll. DEFAULT AND TERMINATION

The FRANCHISOR may terminate this contract immediately as a result
of any of the following events;
A. Failure of the FRANCHISEE to operate the business within thirty (30)
calendar days from the delivery of the food cart.
B. FRANCHISEE’S misuse or unauthorized use of the FRANCHISOR’S
marks or other material impairment of the goodwill associated therewith of
Franchisor’s right therein.
C. The FRANCHISEE’S failure to maintain the standards specified by the
FRANCHISOR in this contract.
D. The FRANCHISEE ceases to operate the business or abandons the locations
or forfeits the right to possess the business.
E. The FRANCHISEE’S intentional disclosure or use of the contents of the
manual trade secrets or confidential or proprietary information to provide to
FRANCHISEE by FRANCHISOR in violation of this contract.
F. Non Ordering of products specifically the essential one within a period of
three (3) months is considerably default.
G. The conviction of felony, or crime involving, moral turpitude or any other
crime or offense that is reasonably, in sole opinion of FRANCHISOR to
adversely affect the Franchisor’s operation and goodwill associated with the
business.

XIII. REFUND AND FORFEITED

A. In any case, the franchisee wishes to cancel his/her ongoing application of
franchise within (2) weeks. Franchisees have the right to refund. The
Franchisor will deduct the charge of fifty percent (50%) of the total amount
paid for the franchise fee.
B. Franchisee has 60 calendar days to claim or advise the Franchisor for delivery
of his/her food cart upon full payment, unclaimed food cart after the two (2)
months will be forfeited.

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Xlll. EFFECT OF TERMINATION
Upon termination of Franchisee’s right granted under this Contract, the following
shall apply:
A. Upon termination of this contract by lapse of time or default, Franchisee’s
right to use the trademarks or any other marks or design shall cease. The
FRANCHISEE shall immediately discontinue the use of the
FRANCHISOR’s trade name and any other design related therein.
B. The FRANCHISEE shall immediately and permanently cease to use the
proprietary marks and any equipment, methods, procedures and techniques
associated with the (FRANCHISOR TRADE NAME) system and marks.
C. The FRANCHISEE shall cease to use all signs, furniture fixture, equipment,
advertisement, materials, stationeries, forms and any other articles that display
form of FRANCHISOR’S marks.
D. The FRANCHISEE shall pay to the FRANCHISOR all sum owing to
FRANCHISOR if the termination of this Contract is because of default by
the FRANCHISEE. FRANCHISEE shall pay the FRANCHISOR all
damages, costs, expenses, including attorney’s fees, and other expenses
incurred by seller as a result of default.
E. Any obligations of FRANCHISOR to FRANCHISEE under this contract
shall immediately cease and terminate.

XlV. NOTICE
Any and all notices required or permitted under this contract shall be written in
English and shall be delivered personally or through registered mail to the
Address of both parties indicated in the first section of this Contract.

In Addition, all legal matters concerning this agreement shall be settled first
within the two parties to promote an Alternative dispute resolution. Based on R.A
9285 of 2004 (An act to institutionalize the use of an alternative dispute resolution
system in the Philippines and to establish the office for alternative dispute
resolution, and for other purposes.)

XV. WAIVER
This contract takes effect upon its acceptance and execution by FRANCHISEE
and FRANCHISOR and shall be governed by and construed in accordance with
the laws of the Philippines. Failure or delay by FRANCHISOR in enforcing any
of the provisions in this contract shall not constitute a waiver of his rights as to
any other provisions.

XVl. ACKNOWLEDGEMENTS
A. This Contract constitute the entire, full and complete contract between
FRANCHISOR and FRANCHISEE concerning the subject matters hereof and
supersedes all prior and contemporaneous oral and written agreements and
understanding. FRANCHISEE understands and accepts the terms and conditions
contained therein as being reasonably necessary to maintain Franchisor’s marks.

B. Both parties acknowledge that this contract cancels and supersedes all
prior Contract between the parties thereto. No amendments, change or variation
from this Contract shall be binding to either party unless through a mutual
agreement by the parties and executed in writing.

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 In Witness Whereof, the parties hereunto affixed their signatures on the date and
place above written.

FABSUFFRAGE, INC. _______________________

FRANCHISOR FRANCHISEE

By: By:

____________________ ________________________

Signed in the presence of:

______________________ ________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

CITY OF _____________________) S.S

Before me a Notary Public in and for ____________________ on this___ day of

___________, personally appeared the following:

NAME GOVERNMENT ID/ VALID UNTIL

______________________
______________________

Known to me and to me known to be the same persons who executed the following instrument
and acknowledged to me that the same is their own free and voluntary act and deed and that they
are authorized by company/entity they represent.

DOC.NO. ______;
PAGE NO.______;
BOOK NO._____;
SERIES OF 2017

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