FRANCHISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and executed at __________________ on ________________

by and between:

___________________________________, Philippine citizen of legal age, with

residence address at _______________________________________, hereinafter
referred to as the “Franchisor”

-and-

___________________________________, Philippine citizen of legal age, with

residence address at _______________________________________,
___________________________________________________________
hereinafter referred to as the “Franchisee”.

WITNESSETH, That:

WHEREAS, KEIKAI SALON is one of the fastest-growing beauty and hair salon
within Metro Manila. KEIKAI SALON ensures to provide their clients with a high-
quality beauty enhancement experience based on their in-depth training, creativity, and
professional approach.

WHEREAS, the FRANCHISOR is the exclusive owner of the entire right, title
and interest, together with all the goodwill connected therewith, in and to the trade
name, service mark and trademark “KEIKAI SALON” (“the PROPRIETARY MARKS”)
and the trademarks, labels, designs, related thereto, all of which the FRANCHISOR has
adopted and used to identify the origin of the “KEIKAI SALON” services or used
therein which the FRANCHISOR continues to develop and use and control the usage
of, for the benefit and exclusive use of itself and its FRANCHISEES, the association of
the service marks with the high quality of products and services available at “”KEIKAI
SALON”;

WHEREAS, the FRANCHISEE understands and acknowledges the importance

of the FRANCHISOR’S high standards of quality and cleanliness, appearance and
service and the necessity of operating the business franchised hereunder in conformity
with the FRANCHISOR’S standards and specifications;

WHEREAS, the Franchisee desires to enjoy the benefit of operating under the
Franchisor’s trademark and being authorized and licensed to operate a salon located at
________________________________________________ as well as to receive the training
and other assistance provided by the FRANCHISOR as set forth below in strict
accordance with the standards and specifications established by the Franchisor;

WHEREAS, the Franchisor is willing to grant the Franchisee a license under the
Franchisor’s trademark, subject to the Franchisee’s strict compliance with the terms and
conditions of this Agreement;

NOW, THEREFORE, the parties, in consideration of the undertakings and

commitments of each party to the other party set forth herein, hereby agree as follows:
GRANT

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 The FRANCHISOR hereby grants to the FRANCHISEE, upon the terms and
conditions herein contained, the right and franchise, and the FRANCHISEE undertakes
the obligation, to operate a KEIKAI SALON (hereinafter referred to as the “SALON”)
and to use solely in connection therewith the Proprietary Marks and the System, as it
may be changed, improved and further developed from time to time, only at the
approved location. The FRANCHISEE shall not relocate the franchised business
without the express prior written consent of the FRANCHISOR.

TERM AND RENEWAL

Except as otherwise provided herein, this Agreement shall expire on

_______________________ from the date on which the SALON is opened for business.

The FRANCHISEE shall have the option to renew this Agreement for ____ (___)
subject to the following conditions:

1. The FRANCHISEE shall give the FRANCHISOR a written notice of intention

to renew the Agreement not less than six (6) months nor more than twelve (12) months
prior to the end of the initial term;

2. The FRANCHISEE shall make or provide for, in a manner satisfactory to the

FRANCHISOR, such renovation and modernization of the SALON premises as the
FRANCHISOR may reasonably require to reflect the current standards and image of the
FRANCHISOR;

3. The FRANCHISEE shall not be in material default of any provision of this

Agreement, any amendment hereto or any other agreement between the FRANCHISEE
and the FRANCHISOR and the FRANCHISEE shall have substantially complied with
all the terms and conditions set forth herein;

4. The FRANCHISEE shall have satisfied all monetary obligations due to the
FRANCHISOR and shall have timely met those obligations throughout the term of this
Agreement;

5. The FRANCHISEE shall present satisfactory evidence that it has the right to
remain in possession of the approved location for the duration of the renewal of this
Agreement;

6. The FRANCHISEE shall execute a general release, in a form prescribed by the

FRANCHISOR, of any and all claims against the FRANCHISOR, its subsidiaries and
affiliates, and their respective officers, directors, agents, and employees; and

7. The FRANCHISEE shall comply with the current qualification and training
requirements of the FRANCHISOR.

FEES

The FRANCHISEE shall pay to the FRANCHISOR upon the signing of this
Agreement a non-refundable amount of ___________________________
(Php____________) as a Franchise Fee. There is NO ROYALTY FEE for the WHOLE
DURATION OF THE FRANCHISE.

The FRANCHISE FEE includes a feasibility study, the hiring and training of
personnel, management training, continuous training for the next five (5) years,
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accounting systems as well as assistance in site location. An operation manual will also
be provided to the FRANCHISEE.

FACILITY LOCATION

The FRANCHISEE must operate only at the location specified herein and shall
not relocate to any other site without the prior knowledge and consent by the
FRANCHISOR.

The FRANCHISOR will help the FRANCHISEE in selecting the best possible
location for the SALON with high visibility, adequate size for optimum use and with
professional image.

For the purpose of establishing the SALON, the FRANCHISEE shall secure all
the necessary permits and documentations for its operation, including but not limited to
the following:

1. Barangay Clearance;
2. Mayor’s Permit;
3. Bureau of Internal Revenue Registration;
4. Securities and Exchange Commission Registration (if applicable)

All expenses for securing the necessary permits and the establishment of the
franchised facility shall be shouldered exclusively by the FRANCHISEE.

The FRANCHISEE shall use the SALON premises solely for the operation of the
business franchised hereunder; shall keep the business open and in normal operation
for such hours and days as the FRANCHISOR may from time to time require or
otherwise approve in writing; and shall refrain from using or permitting the use of the
premises for any other purpose or activity at any time without first obtaining the
written consent of FRANCHISOR.

DUTIES OF THE FRANCHISOR

The FRANCHISOR shall provide an initial training program for the

FRANCHISEE and shall make available such other training programs as it deems
appropriate. The FRANCHISEE will be thoroughly familiarized with all aspects of
running a KEIKAI Salon before opening their doors for business – from accounting to
inventory and from personnel to cost controls.

The FRANCHISOR shall make available, from time to time, research data
relating to merchandising, marketing, and advertising. The FRANCHISOR shall also
have the right to review and approve or disapprove all advertising and promotional
materials which the FRANCHISEE proposes to use.

Moreover, the FRANCHISOR shall provide the FRANCHISEE a complete line of

hair products which will cater to the FRANCHISEE’s varied customer group.
The FRANCHISOR shall seek to maintain the high standards of quality,
appearance and service of the SALON, and to that end shall conduct, as it deems
advisable, inspections of the SALON franchised hereunder, and evaluations of the
products sold and services rendered therein.

DUTIES OF THE FRANCHISEE

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 The FRANCHISEE shall start operation not later than one (1) month after the
execution of this Agreement, except for meritorious reasons.

The FRANCHISEE understands and acknowledges that every detail of the

franchised business is important to FRANCHISEE, FRANCHISOR and other
franchisees in order to develop and maintain high operating standards, to increase the
demand for the services and products sold by all franchisees, and to protect
FRANCHISOR'S reputation and goodwill.

In the event Franchisee is a corporation or a partnership, the FRANCHISEE

represents, warrants and covenants that:

1. The FRANCHISEE is duly organized and validly existing under the state law of
its formation;

2. The FRANCHISEE is duly qualified and is authorized to do business in each

jurisdiction in which its business activities or the nature of the properties owned by it
require such qualification;

3. The FRANCHISEE'S corporate charter or written partnership agreement shall at

all times provide that the activities of the FRANCHISEE are confined exclusively to
operate a restaurant unless otherwise consented to by FRANCHISOR in writing;

4. The execution of this Agreement and the transactions contemplated hereby are
within the FRANCHISEE'S corporate power, or if the FRANCHISEE is a partnership,
permitted under the FRANCHISEE'S written partnership agreement;

5. If the FRANCHISEE is a corporation, copies of the FRANCHISEE'S Articles of

Incorporation, By-laws, other governing documents and any amendments thereto,
including the resolution of the Board of Directors authorizing entry into and
performance of this Agreement have been promptly furnished to the FRANCHISOR; or,
if the FRANCHISEE is a partnership, copies of the FRANCHISEE'S written partnership
agreement, other governing documents and any amendments thereto have been
promptly furnished to the FRANCHISOR, including evidence of consent or approval of
the entry into and performance of this Agreement by the requisite number or
percentage of partners, if such approval or consent is required by the FRANCHISEE'S
written partnership agreement;

6. The FRANCHISEE acknowledges and agrees that the representations,

warranties and covenants set forth above are continuing obligations of the
FRANCHISEE and that any failure to comply with such representations, warranties and
covenants shall constitute a material event of default pursuant to which the
FRANCHISOR may terminate this Agreement.

The FRANCHISEE agrees to maintain a competent, conscientious, trained staff,

including at least _______ (__) fully trained full-time managers and to take such steps as
are necessary to ensure that its employees preserve good customer relations and
comply with such dress code as the FRANCHISOR may prescribe.

Upon the FRANCHISOR'S reasonable request, the FRANCHISEE shall make all
improvements and alterations that the FRANCHISOR may determine to be necessary
for the SALON to conform with the standards as it may be prescribed by the
FRANCHISOR at that time. The FRANCHISEE shall undertake and complete such
improvements and alterations within reasonable times specified by the FRANCHISOR.
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 The FRANCHISEE shall grant the FRANCHISOR and its agents the right to enter
upon the SALON premises at any time for the purpose of conducting inspections; shall
cooperate with the FRANCHISOR'S representatives in such inspections by rendering
such assistance as they may reasonably request; and, upon notice from the
FRANCHISOR or its agents and without limiting the FRANCHISOR'S other rights
under this Agreement, shall take such steps as may be necessary to correct immediately
any deficiencies detected during any such inspection. Should the FRANCHISEE, for
any reason, fail to correct such deficiencies within a reasonable time as determined by
the FRANCHISOR, the FRANCHISOR shall have the right and authority (without,
however, any obligation to do so), to correct such deficiencies and to charge the
FRANCHISEE a reasonable fee for the FRANCHISOR'S expenses in so acting, payable
by the FRANCHISEE immediately upon demand.

The FRANCHISEE must, at all times, faithfully, honestly and diligently perform
its obligations, and must not engage in any business or other activities that will conflict
with its obligations.

The FRANCHISEE must inform the FRANCHISOR in writing within five (5)
days of the commencement of any legal action, suits, or proceeding filed against the
FRANCHISEE, his business partners, and/or employees, which may affect the
operation or financial condition of the franchised facility.

The FRANCHISEE is prohibited to, except as otherwise approved in writing by

the FRANCHISOR:
1. Divert or attempt to divert any business or customers of the franchised
facility to any competitor;
2. Employ or seek to employ any person, who is at that time employed by the
FRANCHISOR or by any other FRANCHISEE of the FRANCHISOR; and
3. Own, maintain, engage in, consult with, or have any interest in any
competitive business.

EQUIPMENT, FIXTURES & FURNITURE

The FRANCHISOR will provide to the FRANCHISEE standard specifications for

brand and types of any equipment, fixtures and furniture, and products offered to its
customers. The FRANCHISEE shall, at its expense, purchase and install all fixtures,
furnishings, equipment, decor and signs as the FRANCHISOR may reasonably direct
from time to time. The FRANCHISEE shall also refrain from installing or permitting to
be installed on or about the Restaurant premises, without the FRANCHISOR'S prior
written consent, any fixtures, furnishings, equipment, decor, signs, games, vending
machines or other items not previously approved as meeting with the FRANCHISOR'S
standards and specifications.

The FRANCHISEE may purchase or lease original and replacement equipment,

fixtures and furniture meeting such specifications from any source provided that the
specifications and standards are met. However, the FRANCHISEE must first notify the
FRANCHISOR if the former intends to purchase or lease any item of equipment or any
fixture or furniture.

In such case, the FRANCHISOR may require the FRANCHISEE to submit

specifications, photographs, drawings and/or other information and samples to
determine if such equipment or fixture meets the FRANCHISOR’S specifications. The
FRANCHISEE will then be advised by the FRANCHISOR within a reasonable time
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whether such item of equipment or such fixture or furniture meets the FRANCHISOR’S
specifications.

PRODUCTS & SERVICES

To ensure that the highest degree of quality and service is maintained, the
FRANCHISEE shall operate the SALON in strict conformity with such methods,
standards and specifications as the FRANCHISOR may from time to time prescribe.
The FRANCHISEE agrees:

1. To maintain in sufficient supply, and to use and/or sell at all times, only
such items, products, materials, and supplies as to conform with the FRANCHISOR'S
standards and specifications, and to refrain from deviating therefrom by the use or offer
of non-conforming items, without the FRANCHISOR'S prior written consent.

2. To sell or offer for sale only such items, products and services as have been
expressly approved for sale in writing by Franchisor; to sell or offer for sale all types of
items, products and services specified by the FRANCHISOR; to refrain from any
deviation from the FRANCHISOR'S standards and specifications without the
FRANCHISOR'S prior written consent; and to discontinue selling and offering for sale
any items, products or services which the FRANCHISOR may, in its discretion,
disapprove in writing at any time.

3. To sell or offer for sale products and services only at the SALON and to
refrain from off-premises sales or catering unless expressly authorized by the
FRANCHISOR in writing, which authorization shall not be unreasonably withheld or
delayed.

The FRANCHISEE shall purchase all items, supplies, materials and other
products used or offered for sale at the SALON solely from suppliers (including
manufacturers, distributors and other sources) who demonstrate, to the continuing
reasonable satisfaction of the FRANCHISOR, the ability to meet the FRANCHISOR'S
current standards and specifications for such items, who possess adequate quality
controls and capacity to supply the FRANCHISEE'S needs promptly and reliably; and
who have been approved in writing by the FRANCHISOR prior to any purchases by
the FRANCHISEE from any such supplier; and who have not thereafter been
disapproved.

TRAINING & ASSISTANCE

The FRANCHISEE agrees that it is important to the operation of the System and
the SALON franchised hereunder that the FRANCHISEE and the FRANCHISEE'S
employees receive such training as the FRANCHISOR may require, and to that end
agrees as follows:

1. Prior to the opening of the SALON, the FRANCHISEE and FRANCHISEE'S

managers shall attend and complete, to the FRANCHISOR'S satisfaction, the initial
training program conducted by the FRANCHISOR and/or employees of the
FRANCHISEE who have satisfied the initial training program criteria. The
FRANCHISOR shall provide instructors and training materials for the pre-opening
initial training of five (5) representatives of the FRANCHISEE. Any person
subsequently employed by the FRANCHISEE in the position of manager shall attend
and complete, to the FRANCHISOR'S satisfaction, an initial training program.
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 2. The FRANCHISEE shall cause its managers and other employees to attend
and complete, to the FRANCHISOR'S satisfaction, such courses, seminars, conferences
and other training programs as the FRANCHISOR may require from time to time. The
FRANCHISEE shall pay to the FRANCHISOR the training fee, if any, then being
charged by the FRANCHISOR to franchisees for such additional required or optional
training.

3. The FRANCHISEE or its employees shall be responsible for any and all
other expenses incurred by them in connection with any training programs hereunder,
including, without limitation, the costs of transportation, lodging, meals and wages.

The training program will cover all aspects of the operation of a KEIKAI
SALON franchise, including conceptual plan; financial; promotion and merchandising,
techniques and procedures; other public facility management and operational
techniques; marketing and advertising; deployment of labor; maintenance of quality
standards; and on-the-job traning.

On the first month of operation, the FRANCHISOR may at its option and
expense, for the period of seven (7) days, provide to the FRANCHISEE at the
FRANCHISEE’S premises, one (1) of the FRANCHISOR’S representatives to facilitate
the opening of the Franchised Facility. Should the FRANCHISEE request for additional
assistance from the FRANCHISOR, the FRANCHISEE will reimburse the expense of the
FRANCHISOR for providing additional assistance.

PROPRIETARY MARKS

The FRANCHISOR is the owner of all right, title and interest in and to the
Proprietary Marks. The FRANCHISOR has taken and will take all steps reasonably
necessary to preserve and protect the ownership in and validity of the Proprietary
Marks.

The FRANCHISEE’S right to use the Mark is limited to the conduct of business
during the contract. Any unauthorized use of the Mark by the FRANCHISEE shall be
considered a breach of the Agreement. The FRANCHISEE shall not use any of the
Mark or portion of it as part of any corporate or trade name, or with any prefix, suffix,
or other modifying words, terms, designs, or symbols, or in any modified form.
Moreover, the FRANCHISEE shall not be allowed to use any Mark in the sale of any
unauthorized product or service or in any other manner not authorized in writing by
the FRANCHISOR.

CONFIDENTIAL OPERATIONS MANUAL

The FRANCHISOR will provide the FRANCHISEE a copy of the Confidential

Operations Manual which shall, at all times, be available at the Franchised Facility
premises. The FRANCHISEE shall not at any time copy, duplicate, record or otherwise
reproduce the manual, in whole or in part, nor otherwise make the same available to
any unauthorized person.

The Confidential Operations Manual, which contains Proprietary information of

the FRANCHISOR, must, at all times, remain in the property of the FRANCHISOR and
must promptly be returned upon the expiration or termination of the Agreement. It
shall also be kept confidential by the FRANCHISEE during and after the expiration or
termination of the franchise.
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CONFIDENTIAL INFORMATION

The entire knowledge of the operation of a KEIKAI SALON, including the

knowledge or know-how regarding the specifications, standards and operating
procedures disclosed to the FRANCHISEE by the FRANCHISOR, is proprietary,
confidential, and a trade secret of the FRANCHISOR. Hence, the FRANCHISEE has the
responsibility to maintain the absolute confidentiality of all proprietary information
during and after the term of this Franchise Agreement. No such information shall be
used in any other business or in any manner not specifically authorized or approved in
writing by the FRANCHISOR.

The FRANCHISEE shall divulge such confidential information only to such

FRANCHISEE'S employees as must have access to it in order to operate the franchised
business. They shall also be required to execute and sign a Confidentiality Agreement
pursuant to this paragraph.

ACCOUNTING & RECORDS

The FRANCHISEE is required to establish and maintain a standard POS system,

computerized bookkeeping, accounting and record-keeping system

Moreover, the FRANCHISEE will submit a profit and loss statement and balance
sheet, for the last preceding month on or before the fifteenth (15 th) day of each month.
In addition thereto, the FRANCHISEE will likewise submit, at its expense, financial
statements, including an income statement and balance sheet, within fifteen (15) days
after the end of each quarter, and within ninety (90) days after the end of each fiscal
year during the term of the Agreement. The financial statements will be prepared in
accordance with generally accepted accounting principles, and the year-end financial
statements shall be reviewed by an independent certified public accountant.

The FRANCHISOR or its designated agents have the right, at all reasonable
times, to examine and copy, at its expense, the books, the records, and the tax returns of
the FRANCHISEE. Additionally, the FRANCHISOR has the right, at any time, to have
an independent audit made of the books of the FRANCHISEE at the FRANCHISOR’s
expense.

DEFAULT & TERMINATION

If the FRANCHISEE is in substantial compliance with this Agreement and the

FRANCHISOR materially breaches this Agreement and fails to cure such breach within
a reasonable time, the FRANCHISEE may terminate this Agreement. Such termination
shall be effective thirty (30) days after delivery to the FRANCHISOR of a notice that
such breach has not been cured and the FRANCHISEE elects to terminate this
Agreement.

This Agreement shall, at the option of the FRANCHISOR, terminate

automatically upon delivery of notice of termination to the FRANCHISEE, if the
FRANCHISEE:
1. Fails to decorate and equip the premises or fails to satisfactorily complete the
training program;
2. Has made any material misrepresentation or omission in its application for the
Franchise;
3. Is convicted of or pleads guilty or admits to a felony or other crime or offense;
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 4. Makes unauthorized use, disclosure or duplication of any portion of the
Confidential Operations Manual or makes any unauthorized use of any trade
secret or confidential information;
5. Abandons or fails or refuses to actively operate the franchised facility for five (5)
business days in any twelve (12)- month period, unless the franchised facility has
been closed for a purpose approved by the FRANCHISOR or act of God, fire or
other natural disaster;
6. Surrenders or transfers control of the operation of the franchised facility, makes
or attempts to make an unauthorized assignment of the franchise or an
ownership interest in the franchise or fails or refuses to assign the franchise of a
deceased or incapacitated controlling owner;
7. If the FRANCHISEE shall be adjudicated bankrupt, becomes insolvent, commits
any affirmative act of insolvency or files any action or petition of insolvency;
8. Execution is levied against the FRANCHISEE’S business or property; suit to
foreclose any lien or mortgage against the restaurant or equipment in the
franchised business is instituted against the FRANCHISEE and is not dismissed
or a bond posted within 60 days; or the real or personal property of the
franchised business is sold after levy thereupon by any sheriff;
9. Materially misuses or mistakes an unauthorized use of any of the Marks or
commits any other act which can reasonably be expected to materially impair the
goodwill associated with KEIKAI SALON;
10. Fails on two (2) or more separate occasions to submit when due reports or other
information or supporting records, to pay when due the advertising
contributions, amounts due for purchases from the FRANCHISOR; and
11. The FRANCHISEE loses possession of the facility location through its own fault
or its failure to extend the lease for the facility location.

This Agreement shall terminate at the FRANCHISOR’S sole option, without

notice to the FRANCHISEE, if the FRANCHISEE:

1. Fails or refuses to make payments of any amounts due to the FRANCHISOR

and does not correct such failure or refusal within ten (10) days after written
notice of such failure is delivered to the FRANCHISEE; and
2. Fails or refuses to comply with any other provision of the contract.

In addition to the FRANCHISOR’S right to terminate the contract, the

FRANCHISOR may enter upon the premises of the franchised facility and exercise
complete authority until such time as the FRANCHISOR determines that the fault of the
FRANCHISEE has been cured and that there is compliance. The FRANCHISEE
specifically agrees that a designated representative of the FRANCHISOR may take over,
control, and operate said business, and that the FRANCHISEE shall pay the
FRANCHISOR a service fee equal to _________________ (Php_____________________)
per day, plus all travel expenses, room and board and other expenses reasonably
incurred.

RIGHTS & DUTIES OF PARTIES UPON EXPIRATION OR TERMINATION

Upon the expiration or termination of this Agreement, the FRANCHISEE shall

immediately and permanently cease to operate the franchised facility and use any
confidential methods, procedures and techniques associated with the System; the marks
and any distinctive forms, slogans, signs, symbols, logos or devices associated with the
Marks or System which in any manner that might tend to give the public the impression
that the FRANCHISEE is connected in any way with the FRANCHISOR or have any
right to use the System or the Marks.
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 The FRANCHISEE shall promptly pay all sums owing to the FRANCHISOR and
all damages, costs and expenses, including reasonable attorney’s fees, incurred by the
FRANCHISOR subsequent to the termination or expiration of the franchise. Moreover,
the FRANCHISEE shall immediately turn over to the FRANCHISOR all manuals,
including the Confidential Operations Manual, computer software and system,
customer lists, records, files instructions, brochures, agreements, disclosure statements,
and any and all other materials provided by the FRANCHISOR to the FRANCHISEE.

TRANSFERABILITY OF INTEREST

The Agreement can be assigned and transferred by the FRANCHISOR and, if so,
shall be binding upon and inure to the benefit of the FRANCHISOR’S successors or
assigns.

The FRANCHISEE shall not assign, transfer or delegate, sell or otherwise

convey, directly or indirectly, this Agreement and its rights and privileges, hereto either
totally or partially to any other person or entity without the prior written approval of
the FRANCHISOR.

The FRANCHISEE must, within fifteen (15) days of receipt of an offer to buy,
give the FRANCHISOR a copy of such proposal together with any other information
that the FRANCHISOR may reasonably require to evaluate the offer and the identity of
the purchaser. The same is, however, subject to the right of first refusal of the
FRANCHISOR to buy the franchised business for the price and on the terms and
conditions contained in such offer. If within ____ (____) days, the FRANCHISOR does
not exercise such right, the sale may proceed pursuant to and on the terms of such offer,
subject to the approval of the FRANCHISOR.
RELATIONSHIP OF THE PARTIES

It is agreed hereto that this Agreement does not create or intend to create a
fiduciary relationship between the parties. The FRANCHISEE is an entirely
independent business entity and nothing in this Agreement is intended to constitute
either party an agent, legal representative, subsidiary, joint venturer, partner, employee,
or servant of the other to make any contract, agreement, warranty or representation on
behalf of the FRANCHISOR. The FRANCHISEE shall hold itself out to the public as an
independent contractor operating the business pursuant to a franchise from the
FRANCHISOR.

In this view, the workers to be employed by the FRANCHISEE shall not in any
way be deemed as an employee of the FRANCHISOR as they are for all intents and
purposes employees of the FRANCHISEE. As such, any obligation, debts, liabilities,
damages and claims by and against the FRANCHISEE in relation to the operation of the
franchised business, its officers, directors, and employees shall not be assumed by the
FRANCHISOR. Accordingly, the FRANCHISEE hereby holds the FRANCHISOR free
and harmless from all obligations, liabilities and damages which may have been
incurred by the FRANCHISEE in favor of creditors or third parties, and in the event
that the FRANCHISOR is held liable therefore pursuant to any claim, judgment, decree,
writ, order and the like as a result of or arising therefrom, the FRANCHISEE hereby
agrees to indemnify, reimburse and compensate the FRANCHISOR any and all
amounts paid or delivered, if any.

NON-WAIVER

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 Waiver by the FRANCHISOR of any particular default by the FRANCHISEE
shall not be binding unless in writing and executed by the party sought to be charged
and shall not affect or impair the FRANCHISOR’S right.

ENTIRE AGREEMENT, AMENDMENT, SEVERABILITY, AND BINDING EFFECT

This Agreement constitutes the entire agreement and understanding of the

parties on the matters covered hereby and in case of conflict between the provisions of
this Agreement and any other document, the provisions of this Agreement shall prevail.
No change, modification, alteration or amendment to this Agreement shall be valid and
enforceable upon the parties unless in writing and signed by both parties.

In the event that any provision contained in this Agreement or any part hereof
shall, for any reason, be held illegal, invalid or unenforceable in any respect under the
laws of the Philippines, (i) the rest of this Agreement shall remain in full force and
effect, and (ii) the parties shall negotiate in good faith to replace such provision in light
of the intention of the parties expressed herein.

This Agreement shall inure to the benefit of and be binding upon the parties
hereto, including their successors-in-interest and assigns.

IN WITNESS WHEREOF, the parties have signed this Franchise Agreement this
_____ day of _______________ 20___ at _____________, Philippines.

FRANCHISOR FRANCHISEE

By: By:

_________________________________ ____________________________________

Signed in the presence of:

__________________________________ ____________________________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

________________________________ ) S.S.

BEFORE ME, a Notary Public for and in _____________ this ______ day of
_____________________ 20 ____ personally appeared

NAME ID NO. ISSUED ON/AT

all known to me to be the same persons who executed the foregoing instrument and
acknowledged before me that the same is their free and act and deed.
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 This instrument, consisting of __________ (___) pages, including the page on
which this acknowledgment is written, has been signed on the left margin of each and
every page thereof by the parties and their witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunto set my hand, the day and year and the
place above written.

NOTARY PUBLIC

Doc. No.: _____

Page No.: _____
Book No.: _____
Series of 20 ___.

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