FRANCHISE CONTRACT

This Contract, made and entered into this ________ day of ____________, 2020 at
_______________________, Philippines, by and between :

ZOENEIL M. AGCAOILI , of legal age, married, Filipino citizen and a resident of

_________________________, doing business under the tradename ZOENEIL AGCAOILI CAFÉ
hereinafter referred to as the First Party.

and

_____________________, of legal age, married, Filipino citizen and a resident of

_____________________________ hereinafter referred to as the Second Party.

WITNESSETH

WHEREAS, the First Party is the registered owner of a MilkTea Business;

WHEREAS, the First Party and the Second Party would like to enter into a Franchise
Agreement in the said Milk Tea Business;

NOW, THEREFORE, for and in consideration of the foregoing, the parties hereto
hereby agree as follows :

Section 1: The Agreement

1. The Second Party is entitled to operate a Milk Tea Business of the First Party upon the
payment of P198,000.00 as Franchise Fee. After the signing of this Contract, First Party shall
pay a downpayment of P100,000.00 and the remaining P98,000.00 shall be paid after the
MilkTea stall has been set up and before operation.

Section 2: Milk Tea Booth Set Up

2. The Second Party shall provide a commercial space where the Milk Tea Booth shall be set up.
2.1. The First Party shall be responsible to set up the Milk Tea Stall. The Milk Tea Booth and the
Signages and Billboards shall be for the account of the First Party. Size and dimension of the
booth shall be upon the specifications given during the negotiation.
2.2. The First Party shall also provide all the necessary equipment and implements needed in
the operation of the Milk Tea business.

Section 3: Second Party’s Responsibilities

3. The Second Party will be responsible to secure the necessary permits of the Milk Tea
Business before the opening of the business.
3.1. The Second Party will oversee the day-to-day management and operation of the franchise
location, while maintaining the outward appearance customers have come to expect from the
First Party’s Milk Tea business.
3.2. The Second Party is responsible for maintaining the upkeep of the location.
3.3. The Second Party shall exclusively source its Milk Tea Ingredients from the First Party.
3.4 The Second Party is prohibited to divulge to any person or entity the trade secrets of the
Milk Tea business including but not limited to the ingredients, mixtures and formula of making
milk teas.

Section 4: First Party’s Responsibilities

4. The First Party shall be responsible in the training of the Second Party’s personnel who will
man the Milk Tea Stall.
4.1. The First Party shall provide for the uniforms of the personnel.
4.2. The First Party have the right to inspect the Milk Tea Booth at anytime to ensure good
booth keeping practice.
4.3. The First Party shall provide an initial stocks of ingredients and cups to the Second Party in
the amount of P________________.

Section 5: Advertising
5. The Second Party will maintain its own advertising campaign locally with the help of the First
Party.
5.1. Promos and gimmicks intended to boost sales shall be on the account of the Second Party
with the approval of the Second Party.

Section 6: Rights
6. The trademark and any copyrights belonging to the First Party will remain the property of the
company at all times. The Second Party has the right to use the trademarks and copyrights for
the purposes of advertising and promotion.
6.1. Any illegal or misuse of the the First Party’s trademarks or copyrights will result
in cancellation of this Contract

Section 7: Selling or Transferring the Franchise

7. The Second Party is prohibited to sell or transfer the franchise but have the right to lease
the operation of the business to third parties.

Section 8: Renewal and Termination

8. This franchise contract shall be valid and effective for Five (5) years. Should both parties
agree to renew after its validity, a new contract will be drafted and signed subject to a renewal
fee of P________. If the Second Party wishes to terminate the agreement, the First Party shall
be notified for at least 30 days before the intended date of termination.

Section 9: Severability and Jurisdiction

9. Invalidity or unenforceability of one or more provisions of this Agreement shall not affect any
other provision of this Agreement.

Section 10: OTHER CONDITIONS :

10. The terms and conditions of this Agreement may be changed, modified or additional
stipulation may be added upon mutual agreement in writing by the parties. Any supplementary
agreement shall form an integral part of this Agreement and shall describe and specifically
refer to the particular provision of this Agreement which is being changed, modified or
superseded.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures on the
date and at the place above-written.

THE FIRST PARTY: THE SECOND PARTY:

________________ ________________

SIGNED IN THE PRESENCE OF :

______________________ ______________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

____________________________ ) S.S.

BEFORE ME, Notary Public for and in ______________________, this __________ day of
________________________ 20_____ personally appeared:

NAME CTC NO. DATE/PLACE ISSUED

_____________________ _________________ ___________________________
_____________________ _________________ ___________________________
_____________________ _________________ ___________________________

known to me to be the same persons who executed the foregoing instrument which is a
Memorandum of Agreement and they acknowledged to me that the same is their own, free
and voluntary act and deed.

The foregoing instrument consists of three (3) pages including this page on which this
Acknowledgment is written, and each and every page of which has been signed by the
aforesaid parties, their witnesses, and sealed with my notarial seal.

IN WITNESS THEREOF, I have hereto set my hand and seal on the date and place
above written.

DOC NO. _______________

BOOK NO.______________
PAGE NO: ______________
SERIES OF _____________