FRANCHISE AGREEMENT

Know all men by these presents:

This Franchise Agreement, made and entered into by and

between ---

MR. CHIBOG FOOD CART FRANCHISE, duly

organized and existing under the laws of the Republic
of the Philippines with office address at unit 123 Bldg. L,
One Oasis Condominium, Brgy. Sta. Lucia, Ortigas
extension, Pasig City, hereinafter by,
MR. JUAN DELA CRUZ as the "Franchisor"

-and-

MRS. GREGORIA DE JESUS, of legal age, Filipino

and with residence address at 123 Dimahanap Ikot ikot,
Cavite, Herein after referred to as the "Franchisees",

Witnesseth: that

This Agreement refers to the Franchisee's Operation of the

MR. CHIBOG UNLI LUGAW EXPRESS which the Franchisees
chosen to establish at her own decision to be place at Kalye
Biglang Liko, Imus, Cavite.

RECITAL
1. This agreement becomes effective upon execution of the parties
on the date indicated at the end of this document.

2. The execution of this agreement does not mean that the

Franchisor guarantees securing the profits expected of by the
Franchisee.

3. The parties hereby acknowledge that each party is independent

of each other, that the Franchisee is not an agent or employee
of the Franchisor, and that the Franchisee has no authority to
do any commercial or other acts or actions on behalf of the
Franchisor. The Franchisee shall have any and all the rights
and obligations as the owner of the business.

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 TERMS AND CONDITIONS

Article 1: Nature and Scope

1. The Franchisee agrees to pay the amount of TWO HUNDRED

FIFTY THOUSAND PESOS ONLY (Php 250,000.00) to the
franchisor for the right to operate a the MR. CHIBOG UNLI
LUGAW EXPRESS cart, which he has approved and chosen to
establish and put up in Kalye Biglang Liko, Imus, Cavite.

2. The Franchise fee of TWO HUNDRED FIFTY THOUSAND

PESOS ONLY (pHP 250,000.00) shall form and part of business
consultancy and therefore franchise fee is not refundable.

3. The Franchisee agrees and opted to sign the Agreement

because of his/her business judgement and not because of the
representation and misrepresentation of the officer or agent of
the Franchisor.

4. Upon the payment in full of the above contract price, the

Franchise shal have the right to operate a MR. CHIBOG UNLI
LUGAW EXPRESS cart Outlet at the aforementioned location
for a period of two (2) years and starting of the date of signing
this contract.

5. The Franchisee hereby acknowledges and agrees that the right

set forth in the preceding paragraph is granted only for the
purpose of the operating the MR. CHIBOG UNLI LUGAW
EXPRESS cart at the above location.

6. Whenever the Franchisor deems it necessary, the Franchisor

may conductan on-site inspection and investigate how the
Franchisee perates the business. When the Franchisor deems
that the Franchisee improperly uses the Franchisor's MR.
CHIBOG FOOD CART FRANCHISE Cart System, the
Franchisormay demand the Franchisee to immediately correct
the same. In this case the Franchisee shall take the instant
and necessary measures in response to the Franchisor's
demand.

7. In addition to the right to operate a MR. CHIBOG UNLI LUGAW

EXPRESS Cart, the Franchisor shall provide the following to
the Franchisee:

-Food cart (Mall type)

- 1 unit Freezer (Chesttype)
-Rice cooker (30 cups)
-Deep fryer (electric type)
-Estante medium (glass)

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 -Complete sets of containers & utensils -Free initial
inventory worth Php5k
-3 fashionable uniforms
-Transfer of technology
-Training & Orientation
-Tarpaulin

8. Upon delivery of the equipment, merchandise inventories, raw

materials, and supplies as enumerated in the preceding
paragraph to the Franchisee at the Business Commencement
Date, the Franchisee shall immediately inspect the same and
verify that there is no defect or shortage in quantities.

Article 2: Operations

1. The determination of the business hours of the stall shall be in

accordance with the business hours of the place it is located.

2. In order to maintain and improve the image of the entire MR.

CHIBOG FOOD CART FRANCHISE Cart, The Franchisee have
option to outsource locally the merchandise, raw materials, and
supplies. The Franchisee shall cook and process the foods
complying with the Franchisor's instructions.

3. The Franchisee shall make best efforts to keep and maintain the
quality of the merchandise and raw materials for food
purchased, and the sanitary conditions of the MR. CHIBOG
FOOD CART FRANCHISE Cart.

4. The Franchisor shall, at its own expense carry advertisements

necessary for improving the image and awareness of the entire
MR. CHIBOG FOOD CART FRANCHISE Cart as well as for
promotion of sales. The Franchisee hereby agrees that it is
obliged to participate in such advertisements.

5. The Franchisor shall informed or update the Franchisee any

changes or development done with MR. CHIBOG FOOD CART
FRANCHISE Cart System.

6. The Franchisee may at its own expense carry advertisements

necessary for the Store's business with the Franchisor's prior
written approval. The advertisement should not damage the MR.
CHIBOG FOOD CART FRANCHISE Cart Image; and shall be
carried for the purpose of the MR. CHIBOG FOOD CART
FRANCHISE Cart business only.

7. The Franchisee shall bear all the expenses for maintenance and
management of the stall, which includes water, electricity, rent,
insurance, salaries, and operational costs. The Franchisee shall

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 apply and pay for all permits, taxes, licenses, and clearances
relative to the operation of the store and furnish the Franchisor
copies thereof.

8. All notices to the Franchisee or the Franchisor by mail shall be

made to the address described hereunder. In case of any change
of address, the party concerned shall give a written notice of the
new address to the other party.

9. The Franchisee will be responsible for hiring her service crew

provided that the said crew shall undergo training and
orientation to be conducted by the Franchisor at no cost to the
Franchisee. The service crews are employees of the Franchisee
and the latter is to pay the employees at his/her own rate and
scheme.

10. The Franchisee may cede, assign, or transfer the operation of

the MR. CHIBOG FOOD CART FRANCHISE Cart, including all
existing supplies, inventories and equipment, to a third party,
provided that a 15-day prior written notice is given to the
Franchisor. The Franchisor's written approval is necessary for
the said transfer. The third party will only continue the
remaining term of this Agreement. Training will be provided by
the Franchisor at no cost to the Third party.

11. The Franchisee will be responsible in seeking for an alternative

location should she decides to transfer or move her existing
LUGAW EXPRESS Cart, unless, the Franchisor can provide for
such alternative location. The alternative location shall still be
subject to the approval of the Franchisor. The cost of said
transfer shall be shouldered by the Franchisee.

12. The Franchisee shall maintain its outlet in accordance with

the Franchisor's prescribed standards of operations. Should
there be a need to improve or upgrade the MR. CHIBOG FOOD
CART FRANCHISE Cartoutlet in order for it to comply with the
Franchisor's prescribed standards of operations, the Franchisee
undertakes to make such improvements and upgrades after due
notice from the Franchisor at the cost of the Franchisee.

13. Immediately after delivery of the cart and equipment to the

Franchisee, the Franchisor shall not be responsible in the event
of damage or loss thereafter, under any and all circumstances
on the cart and the equipment. Said loss or damage shall be
shouldered by the Franchisee.

14. This agreement shall expire after one (2) years unless renewed.
The Franchisor hereby reserves the right to terminate this
agreement upon a 30 day prior written notice in case of violation

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 by the Franchisee of any of the terms and conditions set forth
herein.

15. The Franchisee shall not be permitted to disclose to any third

party the contents of this Agreement and any other agreement
incidental thereto. The Franchisee shall not disclose to any third
party the operational know-how, operation secrets of the MR.
CHIBOG FOOD CART FRANCHISE Cart except to the
Franchisee's employees but only to the information within and
limited to the scope necessary for the operation of the stall. The
Franchisee shall not be permitted to reproduce or make a copy
of documents pertaining to the MR. CHIBOG FOOD CART
FRANCHISE Cart System or this Agreement or any agreement
incidental thereto. The Franchisee shall comply with the
confidentiality obligation even after the operation of the stall is
discontinued due to any reason whatsoever.

16. The Franchisee affirmatively covenants that the Franchisee

shall not do any act infringing the mark, design, operation
secrets, trade secrets and other similar rights of the Franchisor
or any act constituting unfair competition, even after the
operation of the MR. CHIBOG FOOD CART FRANCHISE Cart.

Article 3: Advertising

1. Franchisee shall use only advertising and promotional materials

and programs provided by MR. CHIBOG FOOD CART
FRANCHISE or approved in advance, in writing, by MR.
CHIBOG FOOD CART FRANCHISE. Neither the approval by MR.
CHIBOG FOOD CART of Franchisee's advertising and
promotional material nor the providing of such material by MR.
CHIBOG FOOD CART to Franchisee shall, directly or indirectly,
require MR. CHIBOG FOOD CART FRANCHISE to pay for such
advertising or promotion.

2. Franchisee shall expend during each calendar year for

advertising and promotion of the Restaurant to the general
public an amount which is not less than four percent (4%) of
Gross Sales for such year. Expenditures by Franchisee to
national and regional cooperative advertising and promotion of
the MR. CHIBOG FOOD CART FRANCHISE, or to a group of MR.
CHIBOG FOOD CART FRANCHISE , shall be a credit against the
required minimum expenditures for advertising and promotion
to the general public.

Article 4: Compliance With Entire System

Franchisee acknowledges that every component of the MR.

CHIBOG FOOD CART FRANCHISE System is important to MR.

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 CHIBOG FOOD CART FRANCHISE and to the operation of the
cart as a MR. CHIBOG UNLI LUGAW EXPRESS including a
designated menu of food and beverage products; uniformity of
food specifications, preparation methods, quality, and
appearance; and uniformity of facilities and service.

Article 5: Restriction

1. During the term of this Franchise, Franchisee shall not, without

the prior written consent of MR. CHIBOG FOOD CART
FRANCHISE, directly or indirectly, engage in, acquire any
financial or beneficial interest in, or become a landlord for any
cart business, which is similar to the food cart business.

2. Franchisee shall not, for a period of eighteen (18) months after

termination of this Franchise for any reason or the sale of the
food cart business, directly or indirectiy, engage in or acquire
any financial or beneficial interest in, or become a landlord of
any food cart business which is similar.

3. Franchisee shall not appropriate, use, or duplicate any portion

thereof, for use at any other self-service, carry-out, or other
similar food cart business.

4. Franchisce shall not disclose or reveal any portion of the MR.

CHIBOG FOOD CART FRANCHISE System to a non-franchisee
other than to Franchisee's employees as an incident of their
training.

5. Franchisee shall acquire no right to use, or to license the use of,

any name, mark, or other intellectual property right granted or
to be granted herein, except in connection with the operation of
the food cart business.

Article 6: Material Breach

The parties agree that the happening of any of the

following events shall constitute a material breach of this
Franchise and violate the essence of Franchisee's obligafions
and, without prejudice to any of its other rights or remedies at
law or in equity, MR. CHIBOG FOOD CART FRANCHISE, at its
election, may terminate this Franchise upon the happening of
any of the following events:

1. Franchisee shall fail to maintain and operate the cart in a good,

clean, wholesome marmer and in compliance with the
standards prescribed by the MR. CHIBOG FOOD CART
FRANCHISE System;

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2. Franchisee shall be adjudicated a bankrupt, become insolvent,
or a receiver, whether permanent or temporary, for all or
substantially all of Franchisee's property, shall be appointed by
any court, or Franchisee shall make a general assignment for
the benefit of creditors, or a voluntary or involuntary petition
under any bankruptcy law shall be filed with respect to
Franchisee and shall not be dismissed within thirty (30) days t
hereafter payment is due;

3. Franchisee shall cause, suffer, or permit (voluntarily or

involuntarily) Franchisee's right of possession as lessee or
sublessee of the premises on which the cart is located to be
terminated prematurely for any cause whatever;

4. Franchisee shall acquire any interest in a business in violation

of any on terms and conditions

5.Franchisee shall duplicate the MR. CHIBOG FOOD CART

FRANCHISE System in violation; Franchisee shall make or
cause a disclosure of any portion of the MR. CHIBOG FOOD
CART FRANCHISE System in violation or shall make or cause a
disclosure of part of the MR. CHIBOG FOOD CART FRANCHISE
System business.

Article 7: Effect of Termination

1. When the Franchisee intends to terminate this Agreement

before the Business Commencement Date, the Franchisee
shall provide a written notice thereof which should reach the
Franchisor no less than seven (7) days prior to the Business
Commencement Date. In this case, the Franchisee shall pay to
the 25% of totall Franchise fee to the Franchisor.

2. When the Franchisee fails to dispatch the termination notice to

have it reach the Franchisor by the deadline set forth in the
preceding paragraph, or fails to give notice at all, then the
Franchisee shall pay to the Franchisor the half amount

3.Upon termination of this Franchise due to any breach or

breaches, MR. CHIBOG FOOD CART FRANCHISE shall have the
option for thirty (30) days following any such termination to
purchase Franchisee's cart, equipment, other property, and
leasehold improvements or any portion thereof for a sum equal
to the fair market value of such property. In the event of such a
termination, there shall be no payment by MR. CHIBOG FOOD
CART FRANCHISE for intangible assets of Franchisee.

4. Upon termination of this Franchise due to the expiration of its

term or as a result of any eminent domain proceedings affecting

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 the premises upon which the Food cart is situated, Franchisee
shall not remove any equipment, other property, or leasehold
improvements within sixty (60) days prior to the date specified
for termination or the date specified for takeover by any public
authority.

5.Upon termination or expiration of this Franchise, Franchisee

shall:

(i) forthwith retum to MR. CHIBOG FOOD CART

FRANCHISE the business manuals , together with all
other material containing trade secrets, operating
instructions, or business practices;

(ii) discontinue the use of the MR. CHIBOG FOOD CART

FRANCHISE System and its associated trade names,
service marks, and trademarks or the use of any and all
signs and printed goods bearing such names and marks,
or any reference to them;

(iii) not disclose, reveal, or publish all or any portion of

the MR. CHIBOG FOOD CART FRANCHISE System; and

(iv) not thereafter use any trade name, service mark, or

trademark similar to or likely to be confused with any
trade name, service mark, or trademark used at any time
in the MR. CHIBOG FOOD CART FRANCHISE.

6. Franchise fee as termination compensation. For this purpose,

the half payment made by the Franchisee pursuant to Terms
and conditions shall be forfeited in favor of the Franchisor and
applied to its obligation under this provision.

Article 8: Other Restriction

1. In the event that any of the following occur to the Franchisor,

the Franchisee may immediately terminate this Agreement.

2. If an application for bankruptcy, commencement of

composition, company arrangement or company reorganization
proceedings are filed against the Franchisor goes into
liquidation.
The Franchisee may continue to operate the cart business with
out using the trade name of MR. CHIBOG FOOD CART
FRANCHISE Cart

3. In the event that any of the following occur to the Franchisee,

and the Franchisee fails to cure the breach or perform the
obligation after the passage of fourteen (14) days from the

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 dispatch of the written notice from the Franchisor, the
Franchisor may terminate this Agreement.

a) If the Franchisee uses the MR. CHIBOG FOOD

CART FRANCHISE Cart System inappropriately;

b) If the Franchisee injures the credibility or

dignity of the MR. CHIBOG FOOD CART
FRANCHISE Cart System;

c) If the Franchisee refuses to introduce and use

the systems and other services developed by the
Franchisor,

d) If the Franchisee fails to cooperate or participate

in the advertising activities performed by the
Franchisor,

e) If the advertising activities performed by the

Franchisee are inappropriate;

f) If the Franchisee neglects or rejects the

Franchisor's instructions or advice concerning
the operation of the stall;

g) If the Franchisee cedes, assigns, or transfers the

operation of the MR. CHIBOG FOOD CART
FRANCHISE Cart to any other persons without
prior written notice and approval;

h) If the Franchisee participates in the business

carried by another company in the same
industry or enters into partnership, joint
venture or any other business agreement or
relationship with any such company;

4. If the Franchisee gives a false address or name to the

Franchisor or fails to report a change of address and the
relocated address becomes unknown;

5. The Franchisee and the Franchisor mutually agree that all

prior explanations, understandings, desires and agreements
made relating to this Agreement between the parties have been
entirely merged and superseded by this Agreement Further, no
amendment or alteration to this Agreement may be made
except in writing with signatures of the Franchisee and the
President of the Franchisor.

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6. The failure of the Franchisor to insist in any one or more
instances upon a strict performance of any of the terms,
provisions, conditions, and covenants of this agreement or to
exercise any option herein contained shall not be deemed a
relinquishment or waiver of any right or remedy that the
Franchisor may have, nor shall it be construed as
condemnation of any subsequent breach or default of the
terms and conditions and covenants hereof, which conditions
and covenants shall continue to be in full force and effect. No
waiver of any of the Franchisor's rights under this agreement
shall be deemed to have been made unless expressed in writing
and signed by its duly authorized representative.

7. If the Franchisor's performance of this Agreement is obstructed

or delayed due to laws or ordinances, government measures,
war, riot, earthquake, flood, fire, acts of God, or events that are
beyond the control of the Franchisee or the Franchisor, the
Franchisee or the Franchisor as the case may be, shall not be
liable to compensate the damages; provided that the
Franchisee and the Franchisor shall take all possible measures
to lessen the damage incurred from such non- performance or
delay.

8. Any issues not addressed in, or any discrepancies relating to,

this Agreementor any agreement incidental thereto shall be
determined through good faith negotiations between the
Franchisee and the Franchisor.

9. In case of any litigation arising from this agreement, venue

shall be at the proper courts of Pasig City, to the exclusion of
all other venues.

Article 9: Governing Laws

The terms and provisions of this Franchise shall be

interpreted in accordance with and governed by the laws of the
Republic of the Philippines.

Article 10: Acknowledgment

Franchisee acknowledges that:

1. The term of this Franchise is set forth hereof with no promise or

representation as to the renewal of this Franchise or the grant
of a new franchise;

2. Franchisee hereby represents that Franchisee has received a

copy of this Franchise, has read and understands all obligations
being undertaken, and has had an opportunity to consult with

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 Franchisee's attomey with respect thereto at least seven (7)
calendar days prior to execution;

3. This Franchise establishes the cart at the location specified on

page 1 hereof only and that no "exclusive,” “protected,” or other
territorial rights in the contiguous market area of such cart is
hereby granted or inferred;

IN WITNESS WHEREOF, the parties have executed on

this 03 day of May 2023 at Pasig City

MR. CHIBOG FOOD CART FRANCHISE MRS. GREGORIA DE JESUS

Franchisor Franchisees

By:

MR. JUAN DELA CRUZ

WITNESSESS:

Delfina Herboza Josefa Rizal

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 ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES )

Pasig City ) S.S

BEFORE ME, a Notary Public for and in the above named locally,
personally appeared the following:

Name Valid ID

MR. JUAN DELA PRC 123456

CRUZ

MRS. GREGORIA DE DL 123458

JESUS

who acknowledged to me that they executed and signed the foregoing

Franchise Agreement consisting of five (12) pages, including this page,
together with the witnesses, and that the same is their free and
voluntary act and deed and the free and voluntary act and deed of
the corporation which he is authorized to represent.

WITNESS MY HAND AND SEAL this 03 day of May 2023 at

Pasig City

ATTY. ANGELICA LOPEZ

Notary Public
Commission No. 123 until December 31,2025
Attorney Roll No. 5647
PTR No. 2365
IBP No. 232
MCLE Compliance No. 45655

Doc No.2321
Page No. 3
Book No. 1
Series of 2023.

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