FRANCHISE AGREEMENT

SO THE PUBLIC MAY KNOW:

This FRANCHISE AGREEMENT (Agreement) is signed this November 8, 2011 in
Quezon City between:
GENEROUS AND JOYOUS VENTURES, INC., a domestic
corporation organized and existing under Philippines laws, with
principal office at 50 Scout Tuazon St., Quezon City represented here
by its Chief Operation Officer, Mr. Gilbert C. Jim hereinafter referred to
as the FRANCHISOR;
-andAWESOMICITY VENTURES, INC., a domestic corporation
organized and existing under Philippine laws, with principal office at 2 nd
Floor Jesnor Building, Otek St., cor. Carino St., Baguio City represented
here by its President Mr. Roderick Rondez referred hereto as the
FRANCHISEE;
WITNESSETH thatWHEREAS, FRANCHISOR holds the exclusive franchise authority of
BUBBATEALICIOUS pursuant to a Memorandum of Agreement (MOA) executed
between it and proprietor, Gilbert Jim, the owner of the trademark;
WHEREAS, the FRANCHISEE wishes to establish a food business
engaged in the preparation and selling of Pearl Milk Tea and other related
food products in conformity with FRANCHISORS preparation procedures and
business methods, and benefit from the public goodwill inherent in its
trademark;
WHEREAS, the initial fees that are established and imposed in Section
Fourteen (14) of this Agreement constitute the sole consideration to
FRANCHISOR for exploitation of its trademark and system. The restrictions
and controls on FRANCHISORS operation and acquisition of supplies
established here are intended solely to protect its rights to its trademark and
to discharge its obligation to other FRANCHISEEs to maintain a high level of
quality of trademark products;
NOW, THEREFORE, for and in consideration of the foregoing premises
and the mutual covenants and stipulations stated hereunder, the parties
hereto hereby agree as follows;
SECTION ONE
LICENSE OF TRADEMARK
FRANCHISOR licenses and grants FRANCHISEE the right to sell prepared tea
products bearing the trademark BUBBATEALICIOUS and to generally operate a

business in conformity with the FRANCHISORs trademark of the preparation and

service, in accordance with the procedures made known to the FRANCHISEE prior to
the signing of this Agreement.
This license shall continue for a period three (3) years from the date of the
establishment of FRANCHISEEs place of business, unless sooner terminated as
provided for in this Agreement.

Any intention by FRANCHISEE to renew this Agreement for another term of one (1)
year may be made by submitting a prior written request for such extension not later
than ninety (90) days before the expiration of the original three (3) year term.
However, it shall be understood that any such extension shall be approved at the
sole and executive direction of the FRANCHISOR, which approval shall be based on
systems and standards. Furthermore, any such extension of the term of the license
herein granted shall be subject to an additional Fifteen percent (15%) of the
franchise package prevailing at the time of such extension.

The parties understand and agree that the license herein granted is for the use of
the FRANCHISORs registered trademark Bubbatealicious and of the related
system of preparation and sale to tea and other various product lines, which
FRANCHISOR has developed, as such system presently exist, including any
modifications thereto as may hereafter be implemented, as well as the right to use
all the names, symbols, and trademarks associated with FRANCHISORs name and
system of operation only for a Cart type module described in Annex A which is
attached hereto and made an integral part hereof.

SECTION TWO
LOCATION OF UNIT

FRANCHISEE shall operate her unit in SM Baguio.

The use of the Franchise in any other location other than the specified herein shall
constitute an unauthorized use of the Franchise and may subject the FRANCHISEE to
the cancellation of this Agreement without prejudice to such other remedies
available to FRANCHISOR under the law.
FRANCHISOR shall furnish the structure for a free charged to FRANCHISEE. All
permits and licenses required for the construction of the franchised branch shall be
for the account of and responsibility of the FRANCHISEE.

SECTION THREE
PRELIMINARY AGREEMENT
Upon approval by the FRANCHISOR of a site/location, the parties shall execute a
Preliminary Agreement to as Memorandum of Agreement, which shall stipulate,
among others, for the payment of a non-refundable fee of PHP 35, 000.00 to cover
initial costs for the FRANCHISOR. However, the amount shall be deducted from the
Franchise Package provided in Section Fourteen.
SECTION FOUR
OPENING ASSISTANCE
The FRANCHISOR shall provide the FRANCHISEE with an opening assistance team
consisting of two (2) personnel that will assist the latter in the opening of the unit
for a period of four (4) days.

For a provision branch, the FRANCHISEE shall shoulder the expenses for board and
lodging, allowances and other incidental costs incurred by the opening assistance
team.

SECTION FIVE
TRAINING OF FRANCHISEE
Prior to its opening, the FRANCHISOR shall provide the FRANCHISEE with both
theoretical and actual training in all phases of Bubbatealicious operations. Likewise,
prior to its opening, FRANCHISOR shall also provide both theoretical and actual
training to the following number of employees of the Franchise Branch for a
maximum period of seven (7) days but not less than five (5) days, to wit: a) For Cart
Unit- maximum of three (3) crew/employees and one (1) Franchisee;

Any addition of personnel o the prescribed maximum number of trainees on the

date of the training or subsequent thereto shall be subject to training fees to be
fixed by the Franchisor.
FRANCHISOR will likewise initially pre-qualify core employees before training. After
this initial training, all other pre-qualifying and training of employees shall have
corresponding fees that FRANCHISOR will identify.

The FRANCHISEE shall submit to FRANCHISOR at all times the resume/bio-data of all
new staff applicants for pre-qualifying. All employees to be hired should have the
written approval of FRANCHISOR at all time. All newly hired employees shall be
subject to prior training as approved by FRANCHISOR. The FRANCHISEE shall not
hire employees who have worked for FRANCHISOR in any of its franchised outlets or
other business engagements unless FRANCHISOR gives its prior written consent.
Retraining of existing employees shall be required by FRANCHISOR as needed in
order to maintain its prescribed standard quality of services. In case majority of the
FRANCHISEEs staff require retraining rendering the franchised outlet unable to
operate according to FRANCHISORs standard operations, FRANCHISOR shall takeover the outlet and impose a management fee upon the FRANCHISEE.
Nothing in this Section shall give rise to an employer-employee relationship
between FRANCHISOR and the FRANCHISEEs personnel.
SECTION FOUR
OPENING ASSISTANCE
The FRANCHISOR shall provide the FRANCHISEE with an opening assistance team
consisting of two (2) personnel that will assist the latter in the opening of the unit
for a period of four (4) days.

For a provision branch, the FRANCHISEE shall shoulder the expenses for board and
lodging, allowances and other incidental costs incurred by the opening assistance
team.

SECTION FIVE
TRAINING OF FRANCHISEE
Prior to its opening, the FRANCHISOR shall provide the FRANCHISEE with both
theoretical and actual training in all phases of Bubbatealicious operations. Likewise,
prior to its opening, FRANCHISOR shall also provide both theoretical and actual
training to the following number of employees of the Franchise Branch for a
maximum period of seven (7) days but not less than five (5) days, to wit: a) For Cart
Unit- maximum of three (3) crew/employees and one (1) Franchisee;

Any addition of personnel o the prescribed maximum number of trainees on the

date of the training or subsequent thereto shall be subject to training fees to be
fixed by the Franchisor.
FRANCHISOR will likewise initially pre-qualify core employees before training. After
this initial training, all other pre-qualifying and training of employees shall have
corresponding fees that FRANCHISOR will identify.
The FRANCHISEE shall submit to FRANCHISOR at all times the resume/bio-data of all
new staff applicants for pre-qualifying. All employees to be hired should have the
written approval of FRANCHISOR at all time. All newly hired employees shall be
subject to prior training as approved by FRANCHISOR. The FRANCHISEE shall not
hire employees who have worked for FRANCHISOR in any of its franchised outlets or
other business engagements unless FRANCHISOR gives its prior written consent.
Retraining of existing employees shall be required by FRANCHISOR as needed in
order to maintain its prescribed standard quality of services. In case majority of the
FRANCHISEEs staff require retraining rendering the franchised outlet unable to
operate according to FRANCHISORs standard operations, FRANCHISOR shall takeover the outlet and impose a management fee upon the FRANCHISEE.
Nothing in this Section shall give rise to an employer-employee relationship
between FRANCHISOR and the FRANCHISEEs personnel.

SECTION SIX
HIRING OF BOOKKEEPER
Prior to the opening of the franchised branch, the FRANCHISEE shall employ on a
permanent and/or retainer basis the services of a bookkeeper and a certified public
accountant during the term of this Agreement.
Upon the FRANCHISEEs failure to employ on the date specified herein, FRANCHISOR
reserves the right to hire a bookkeeper for the FRANCHISEE, including a certified
public accountant on a retainer basis and upon their hiring, shall charge the
FRANCHISEE the corresponding fee not more that PHP30,000 per month but not less
that PHP6,000.00 per month for services rendered.
SECTION SEVEN
CONTINUING SUPERVISION AND ASSISTANCE
FRANCHISOR shall maintain a bona fide interest in the success of the
FRANCHISEEs business during the term of this Agreement and shall, therefore,
provide the following:

1. Regular reports of improvement in business methods developed by

FRANCHISOR and other FRANCHISEES.
2. Assistance tot eh FRANCHISEE in planning local advertising
3. A continuing training program for compulsory attendance by the
employees of the FRANCHISEE. The corresponding fees, costs and other
expenses for the training shall be for the sole account of the FRANCHISEE.
4. Periodic field/ site visits. Any incidental cost such as but not limited to
transportation cost, meal, board and lodging that will be incurred by
FRANCHISOR for periodic field/sit visits shall be shouldered by the
FRANCHISEE.
SECTION EIGHT
PERSONAL ATTENTION OF FRANCHISEE
The FRANCHISEE shall continuously and personally manage his unit for one (1) year
from the opening of the unit unless a FRANCHISEES employee or authorized
representative is accepted and approved by FRANCHISOR as a suitable manager for
the FRANCHISEEs operations. However, in the event that the FRANCHISEE, upon
three (3) performance audit evaluation by the FRANCHISOR, is found to have failed
in managing the cart franchise according to the FRANCHISORS standards
prescribed in this Agreement, the FRANCHISEE shall be required to undergo curing
period of fifteen (15) days during which FRANCHISOR shall take- over its cart
operations and supervise the FRANCHISEE. A management fee of one thousand
pesos per day per person (P1000.00/day/person) shall be charged to the
FRANCHISEE for the covered period. Any incidental cost such as but not limited to
transportation cost, meal, board and lodging that will be incurred by the
FRANCHISOR to exercise such action will be shouldered by the FRANCHISEE. When
the curing period has been completed, the FRANCHISEE shall then be given thirty
(30) days to personally manage the cart franchise subject to an audit re-evaluation
by FRANCHISOR. If, after performance audit re-evaluation, the FRANCHISEE again
falls short of the FRANCHISOR standard in managing the cart operations, and has
considerably failed the re-evaluation, FRANCHISOR may, at its option, terminate the
Agreement.
The requirement of personal management established in this section shall, as
understood and agreed by the parties, entail the FRANCHISEEs exercise of his best
personal efforts and devotion to the success of the franchised branch consistent
with the spirit of this agreement. Personal management shall include, but shall not
be limited to hands-on supervision, personal presence at the Branch during
opening, closing, and peak hours; constant inspection of facilities to ensure the
highest standards of sanitation, cleanliness, and general pleasant appearance;
frequent inspection of business operations to ensure compliance with approved
methods of operations and; the preservation of order in the premises.

SECTION NINE
STANDARD OPERATIONS MANUAL
FRANCHISOR has created a Standard Operations Manual (referred as the Manual),
the terms and conditions of which are incorporated herein by reference and made
an integral part of this agreement.

The FRANCHISEE understands and agrees that the FRANCHISOR system is

constantly being modified and improved in order to keep up with the dynamics of
the business and to meet the demands and exigencies in the system of operations.
The FRANCHISEE consent to conduct his operations in strict conformity with any
future modifications in or amendments to the manual, designed solely to promote
the FRANCHISEE's business and uniformly enforced on all other similar situated
FRANCHISEEs.

The manual contains trade secrets and other confidential information vital to
FRANCHISORs business operations. Such manual shall at all times remain the
property of FRANCHISOR and shall be returned after the expiration or termination of
this Agreement. Photocopying or any form of reproduction of the Manual shall not
be allowed. Only the FRANCHISOR may reproduce the Manual. All information
received by the FRANCHISEE in the course of this Agreement and all the contents of
the Manual shall be kept by the FRANCHISEE in the strictest confidence and shall
not be revealed to any unauthorized parties. A violation of this provision shall be
considered a substantial breach of Agreement, which shall entitle FRANCHISOR to
terminate this Agreement.

SECTION TEN
FOOD PRODUCTS TO BE SOLD
A complete menu of the products identified with FRANCHISOR found in the Manual
which shall be kept up to date by the introduction and/or inclusion of new products
that may be developed by FRANCHISOR. The FRANCHISEE is required to carry all
existing and new products that may be introduced by FRANCHISOR in the future.
The FRANCHISEE is also required to add, purchase, upgrade and change its existing
equipment, cart layout and furniture as needed in order to serve the new products
introduced. These are the only products that may be offered by the FRANCHISEE in
its franchised branch.

The FRANCHISEE is prohibited from engaging in wholesale business and from selling
or distributing, in wholesale, its menu of products to friends, relatives, associates,
customers, and/ or other establishments.
SECTION ELEVEN
RESTRICTION ON SALE OF OTHER PRODUCTS
Because the national goodwill inherent in FRANCHISORs trademarked system
depends on the consumers identification of this trademark with high quality
products, and because all products sold at the franchised branch tend to identified
by the consumer as FRANCHISORs trademarked products, the FRANCHISEE shall
not prepare or sell any products and/ or retail merchandise other than
FRANCHISORS product lines without FRANCHISORs prior written approval.
SECTION TWELVE
PURCHASE OF SUPPLIES BEARING TRADEMARK
FRANCHISOR reserves the right to supply the FRANCHISEE with its proprietary
products and other products, which FRANCHISOR required the latter to purchase
from the central warehouse.
Suppliers may be identified by FRANCHISOR after a process of evaluation and
accreditation. Only suppliers with prior written accreditation from FRANCHISOR can
supply the franchised branch.
The FRANCHISEE may pick up all purchased food products and supplies bearing the
system trademark from FRANCHISORS identified warehouse. The FRANCHISEE shall
abide by the rules and procedure of proper product handling required by
FRANCHISOR during pick up. Any modification in the prices of such suppliers shall
become effective within 20 days from the FRANCHISEEs receipt of prior written
notice from FRANCHISOR.

SECTION THIRTEEN
FAITHFUL COMPLAINCE
The FRANCHISEE acknowledges that every component of the system is important to
FRANCHISOR and to the operation of the franchised branch, including food and
beverage products; uniformity of products specifications, recipes and preparation
methods, quality and appearance; packaging; employees uniform; and uniformity
of facilities and service;
FRANCHISOR shall have the right to periodically inspect the FRANCHISEE at any
reasonable time to ensure that its operation complies with the standards and
policies of the system.
The FRANCHISEE shall comply with the entire FRANCHISORS system and operations
manual including but not limited to the following:

1. Purchase of supplies from FRANCHISORs accredited suppliers;

2. Consistently follow the prescribed standards of quality, service, and
cleanliness as indicated in the standard franchise business system of the
operations manual;
3. Comply with all FRANCHISOR imposed business policies, practices and
procedures;
4. Follow the standard look and design for all franchised branches;
5. Not to alter, convert or add to the branch lay-out or design or equipment
without FRANCHISORs prior written consent;
6. Use only the approved packaging materials in the sale of its products;
7. Remodel, modernize and redecorate the premises, furniture, utility box
and the cart to bring the branch up to the current FRANCHISORs
standards. The FRANCHISEE shall replace worn-out or obsolete equipment,
fixtures and signs; repair the exterior and interior of the branch; and
purchase and install new or modified equipment or fixtures. All
improvements shall be for the account of the FRANCHISEE but should not
be done with FRANCHISORs approval.
8. Wear the prescribed uniforms for the FRANCHISEEs employees;
9. Comply with all national and local laws, ordinances and regulations
affecting the operation of the branch;
10.Ensure that all franchised branch management and staff complete address
and pass the training program/s provided by FRANCHISOR;
11.Maintain reasonable standards of customer service in the franchised
branch;
12.Adhere to the retail prices for all products;
13.Comply with the reporting and auditing requirements set by FRANCHISOR;
and,
14.Maintain confidentiality of all materials and information or disclosure
relevant to the relevant to the operation of the franchised branch.
SECTION FOURTEEN
INITIAL FEES AND FRANCHISE PACKAGE

Initial Fee. In consideration of the foregoing license grant to use

FRANCHISORs trademark, the FRANCHISEE shall pay an Initial Fee
immediately after the execution of this agreement. This fee is nonrefundable and is embedded in the franchise package offered to the
FRANCHISEE.
Franchise Package. The franchise package is the total amount of
investment needed to operate the franchised business describe in Annex
B of this Agreement which is attached hereto and made an integral part
hereof. The franchise package shall be PHP350,000.00 net of any
applicable national or local taxes or fees, if any.
Security Deposit. In addition, the FRANCHISEE shall likewise remit the FRANCHISOR
the amount of PHP30,000.00 as security deposit within seven (7) days prior to the
opening. The deposit shall be returned without interest to the FRANCHISEE upon the
termination or expiration of this AGREEMENT, less any amount due to the
FRANCHISOR for unpaid supplies and other expenses.
SECTION FIFTEEN
LICENSES AND PERMITS
Within thirty (30) days form this Agreements execution date, the FRANCHISEE shall
obtain from all appropriate local, regional, or national government office all
applicable approvals, permits, and licenses, which shall be necessary or advisable to
consummate the transactions provided in this Agreement.

SECTION SIXTEEN
TAXES AND INSURANCE
The FRANCHISEE shall be liable for the payment of all applicable tax liabilities that
may be incurred in the course of the implementation of this agreement.
The FRANCHISEE shall secure al the required insurance coverage as may be
required by any local or national law. In addition, the FRANCHISEE shall maintain
though out the franchise term, at its sole expense, an insurance against all types of
liabilities. Such insurance shall be secured from a reputable company accredited by
FRANCHISOR which shall provide sufficient coverage as required by the latter, and
shall insure both parties as primary beneficiaries to the extent of their respective
interests. FRANCHISOR shall be furnished with certificates of such insurance
together with evidence showing payment of the premiums within five (5) days
before the opening of the franchised branch. Its non-submission shall mean the
FRANCHISEEs failure to secure the proper insurance that will authorize
FRANCHISOR in turn to obtain the necessary insurance on the FRANCHISEEs behalf.
In which case, the FRANCHISEE shall be liable to pay FRANCHISOR any and all
expenses related to the procurement of such insurance.

INSURANCE RENEWAL. Thirty (30) days before the expiration of the insurance the
FRANCHISEE shall renew the insurance and shall inform FRANCHISOR in writing that
the latter has renewed his insurance and shall submit photocopy of the new
insurance policy to FRANCHISOR. Its non-submission shall mean failure on the
FRANCHISEEs part to renew the insurance and will authorize FRANCHISOR to obtain
the necessary insurance on its behalf. In which case, the FRANCHISEE shall be liable
to pay FRANCHISOR any all expenses related to the procurement of such insurance.
SECTION SEVENTEEN
INDEMNITY OF FRANCHISOR
The FRANCHISEE shall not hold FRANCHISOR free and harmless against any all
claims, actions, proceddings, damages, and liabilities, including attorneys fees,
arising from or connected with the operation of the franchised branch, including all
personnel-related matters. In the event that FRANCHISOR shall be held liable for any
such damage, the FRANCHISEE shall indemnify and reimburse FRANCHISOR for the
full amount of such liability.

SECTION EIGHTEEN
MARKETING SUPPORT FUND
The FRANCHISEE shall allocate for its local use, a local branch marketing fund
(LBMF) equivalent to one percent (1%) of gross sales less VAT. Subject to the written
approval of FRANCHISOR, the fund shall be used to promote and market the brand
and conduct activities that will solely benefit the franchised branch. Any implement
local branch marketing activity that is not communicated in writing at least one
month ahead to FRANCHISOR or unapproved by FRANCHISOR shall be subject to a
Notice to Cure treatment.
SECTION NINETEEN
DESIGN AND APPEARANCE
FRANCHISOR shall have the option to implement changes in the general design and
appearance, as well as propriety marks, of the franchised branch to which all
FRANCHISEEs must comply. The BUBBATEALICIOUS CART is considered as a
propriety design of the FRANCHISOR and therefore the FRANCHISEE shall be
required to allocate capital expenditures in remodeling/refurbishing the franchised
branch on an annual basis to reflect the then current image or look of the
BUBBATELICIOUS name and mark.

SECTION TWENTY

ASSIGNMENT BY FRANCHISEE

Sale or Assignment. FRANCHISOR has entered into the Franchise Agreement upon
its reliance of the FRANCHISEEs qualifications and its commitment to open and
operate in SM Baguio- Bubbatealicious franchise branch and the rights granted here
to the FRANCHISEE are personal to it. Consequently, the FRANCHISEE may not sell,
assign or otherwise transfer any rights granted under this Agreement or any
interest in the franchise granted before opening the franchised branch and at any
time subsequent to it, except as may be authorized by FRANCHISOR as elsewhere
provided here. Any unauthorized sale, assignment or transfer shall not be binding
upon the FRANCHISOR nor shall it relieve the FRANCHISEE of its obligations under
this Agreement any other related contracts with FRANCHISOR>
Sub-Franchising. The FRANCHISEE shall have no right whatsoever to sub-franchise
the franchise granted here or any interest in it. Assignment of an interest under this
Agreement to an individual, partnership, corporation or other business entity shall
be deemed as sub-franchising and shall be considered a material breach which shall
entitle the FRANCHISOR, at its option, to terminate this Agreement.
Non-Competition. During the effectivity of this Agreement, the FRANCHISEE shall
not, without FRACNHISORs prior written consent, directly or indirectly, engage in or
acquire any financial or beneficial interest, including interest in corporations,
partnerships, or trusts, unincorporated associations and joint ventures in, or
become a landlord for, any business employing or using the concepts and record
closely similar to the tradename, mark and system of FRANCHISOR.
The FRANCHISEE shall not engage in an business of like kind, form and style of
FRANCHISOR which pertains to any establishment that offers to sell to the public the
same food product line or service or which uses a similar physical layout, image,
sign or graphic presentation of FRANCHISOR, as the case may be, at any time
during the term of this agreement an there years after expiration of termination
thereof regardless of the name, or manner under which the product line or service is
sold or such physical lay-out, image, sign or graphic presentation used.
If the FRANCHISEE is a juridical person, it undertakes not to change the nature of
the juridical person, its board of directors, the shareholding structure, or scope of its
business operation. Neither shall it to go into any merger, consolidation, or reorganization, which may affect the operation of the franchise under this agreement
without the prior written consent from FRANCHISOR.
CONFIDENTIAL INFORMATION. In view of the confidential information granted,
disclosed to and/or accessed by the FRANCHISEE by virtue of this agreement, the
FRANCHISEE covenants and agrees that, in the event of any default under this
agreement which shall result in the termination of the FRANCHISEEs rights, and for
a period of three (3) years subsequent to the date of such termination [ reckoned
from the date on which the FRANCHISEE receives notice of such termination], the

FRANCHISEE shall not, directly or indirectly, engage in any business, whether as a

sole proprietor, stockholder, partner or other participant, or possess any ownership
interest in any such business employing or using the concepts and records closely
similar to FRANCHISORs tradename, mark and system.
INDIVIDUAL MEMBERS BOUND. If the FRANCHISEE is a corporation or partnership,
the provisions of this agreement shall be binding upon and enforceable against each
shareholder or general and limited partner of the FRANCHISEE, as the case may be.
SECTION TWENTY-ONE
BUBBATEALICIOUS NAME AND MARK
ACKNOWLEDGEMENT. The FRANCHISEE acknowledges the FRANCHISOR is required
by law to prevent the unauthorized use of the BUBBATIEALICIOUS Name or Mark
and shall accordingly abide by the provisions under this agreement.
NAME. The FRANCHISEE shall not use the words BUBBATEALICIOUS or any stylistic
or its colorable variation as part of the name of any corporation, partnership, or
other business entity in which the FRANCHISEE owns or holds another interest or as
a trade name or assumed name of any such business entity: Provided that the
FRANCHISEE may, if required by law, file an assumed name or similar certificate to
the effect that it is operation the franchised branch under the FRANCHISOR name.
USAGE. The FRANCHISEE shall use the BUBBATEALICIOUS name, mark and trade
assets in strict compliance and in a manner that will promote the goodwill and
image of FRANCHISOR consistent with the standards of quality established by
FRANCHISOR.
SYMBOL. The FRANCHISEE shall not use or allow the use of FRANCHISORS
registered logograph of the word BUBBATEALICIOUS in any promotional material,
advertisement, display, business form on either printed articles, graphic materials,
without affixing the symbol thereto in the manner required by law.
FORM. The FRANCHISEE shall, at all times, use the FRANCHISOR Name and mark in
the precise form described by FRANCHISOR and shall observe reasonable
discretions regarding representation of the FRANCHISOR name and mark and the
manner of its display and use. The FRANCHISEE shall submit to FRANCHISOR all
paper goods, advertising and other promotional materials not furnished by
FRANCHISOR for approval prior to their use.
OTHER SPECIFICATIONS. The FRANCHISEE shall not use the FRANCHISOR name and
mark on any goods and services other than in compliance with specifications issued
from time to time by FRANCHISOR and with such other quality control measures as
FRANCHISOR may adopt TO PROMOTE AND defend goodwill associated with the
FRANCHISOR name and mark.
INFRINGEMENTS. THE FRANCHISEE shall not knowingly permit and shall promptly
report to FRANCHISOR any unauthorized use of the FRANCHISOR name and mark by
any person or the use by any person of the tradename, trademark, service mark, or
symbol which may be construed as an infringement of the FRANCHISOR name and
mark or as an unfair competition. FRANCHISOR reserves the exclusive right to make

the final determination of infringement or other unlawful use and to conduct all
legal proceedings relating to the FRANCHISOR name and mark.
ADMISSIONS. At no time shall the FRANCHISEE make any written or oral admissions,
nor shall FRANCHISOR be bound by any such admissions, which are made in
contravention of this article, that the FRANCHISOR trademark is in any way invalid
of infringes the rights of any person or is open to any other form of attack, but shall
promptly notify FRANCHISOR of any allegation of invalidity or infringement of which
the FRANCHISEE becomes aware of.
SECTION TWENTY-TWO
FINANCIAL STATEMENTS
SUBMISSION. The FRANCHISEE shall submit to FRANCHISOR monthly accounting
reports identified by FRANCHISOR on or before the twenty first (21 st ) day of each
month with respect to the FRANCHISEEs operations. The FRANCHISEE pays a
nominal penalty of PHP5,000.00 for every month of delay it incurs in submitting the
monthly reports. Should the FRANCHISEE commit a delay in submitting the monthly
reports for more than six (6) time, said act shall be considered a breach sufficient to
cause termination of this agreement.
Should the FRANCHISEE completely fail to submit a report within thirty (30) days
after stated deadline, the FRANCHISEE shall send a letter of explanation to
FRANCHISOR which shall have sole discretion to determine whether or not the
reason for such failure is justified. Failure of the FRANCHISEE to submit accounting
reports without justifiable reasons for a maximum of three (3) instances during the
entire period of this agreement shall constitute an event of default under section 26
of this Agreement.
RECORDS. The FRANCHISEE shall maintain complete and accurate records and
books of accounts relating to the operation of the BUBBATEALICIOUS franchise, and
shall permit the authorized representatives of FRANCHISOR to inspect during
reasonable hours of business days such records including its sales, income, gross
receipts, tax returns including VAT returns to insure that they are prepared in
accordance with generally accepted accounting principles within forty five (45) days
after the end of each fiscal or calendar year and that the returns are duly filed with
the Bureau of Internal Revenue. If the FRANCHISEE at any time, is required to
furnish any lender, lessor, government agency or other person, audited financial
statements with respect to its franchised branch operations, FRANCHISEE shall
concurrently furnish FRANCHISOR a copy of such audited financial statements.
SECTION TWENTY-THREE
PROTECTION OF TRADE ASSSETS
FRANCHISORs method of preparing and/or cooking FRANCHISOR products valuable
trade secrets. FRANCHISEE shall not reveal the contents of the procedures manual
or any other information relating to the operation of FRANCHISORS trademark
system.

If the FRANCHISEE engages in any business of selling and/or serving foods within
three (3) years from termination of this Agreement, the FRANCHISEE shall assume
the burden of proving that he has not used FRANCHISORs confidential information
in such business.
SECTION TWENTY-FOUR
RELATIONSHIP OF PARTIES
The FRANCHISEE is and shall be considered an independent contractor with entire
control and direction of his entire business operations, subject only to the condition
and obligations established by this Agreement. The FRANCHISEEs business is
separate and apart from any other business that may be operated by FRANCHISOR.
Neither party to this Agreemetn shall represent anything that tends to create an
apparent agency, employment, or partnership. Neither party will have authority to
act for the other in any manner to create obligations or debts binding on the
other,and neither party shall be responsible for any obligations or expenses
whatsoever of the other. Neither the FRANCHISEE nor any person performing any
duties or work in the premises upon the FRANCHISEEs request shall be deemed
FRANCHISORs employee or agent.
SECTION TWENTY-FIVE
VENUE OF ACTIONS AND ATTORNEYS FEES
Any judicial action arising from this franchise agreement should be filed exclusively
in the appropriate courts of Quezon City to the exclusion of others. The unsuccessful
party in the action shall pay, in addition to all of the sums that either party may be
required to pay, a reasonable sum for the successful partys attorneys fees.
SECTION TWENTY-SIX
EVENTS AND CONSEQUENCES OF DEFAULT
Events of Defaults. Each of the following circumstances and occurrences shall
constitute an event of default under this agreement.
A. Any one of the following events of default shall result in the termination of
the franchise agreement upon receipt of the notice of default:
1. Any representation or warranty of the FRANCHISE contained here proves
to be untrue, incorrect or misleading as of its date in any material respect;
2. The FRANCHISEES unauthorized disclosure of FRANCHISORs trade secrets
and other confidential information;
3. Abandonment of the business for a period of three (3) consecutive days or
a shorter period with intent by the FRANCHISEE not to continue the
operation;
4. The FRANCHISEE fails to perform its obligations and or violates any other
provision of this agreement, the Manual and other related instruments or
instructions of the FRANCHISOR;
5. There occurs any circumstances that, in the opinion of FRANCHISOR, gives
reasonable ground for the belief that the FRANCHISEE may not be able to
perform its contractual obligations under this Agreement or any other
related instruments;

6. The FRANCHISEEs insolvency or bankruptcy;

7. The FRANCHISEEs conviction of a crime involving moral turpitude or any
crime that may damage FRANCHISORs reputation;
8. The FRANCHSEE has received three (3) notices of default within (1) year
period irrespective of whether the defaults were cured of not;
9. The FRANCHSEE transfers the franchise without FRANCHISORs prior
written approval;
10.The FRANCHSEE fails to remit payments on the agreed terms for items or
service purchased or acquired from FRANCHISOR or any other suppliers of
the FRANCHISEE supplying goods or services that are directly related to
the franchised business;
11.It becomes unlawful or violative for the FRANCHISEE to perform any of its
obligation;
12.The FRANCHSEE issues an unfunded check as payment to FRANCHISOR
signifying bad faith for a business relationship;
13.The FRANCHSEE fail to comply with the required government permits 30
days from its opening date;
14.The FRANCHSEE fails to obtain or renew the insurance required and
prescribed by FRANCHISOR and;
15.The FRANCHSEE fails to hires employee who has worked for FRANCHISOR
for his business engagement (whether franchised outlet or other business
ventures) without FRANCHIORS prior written consent;
B. In case an event of default shall occur under any one of the following
circumstances and the FRANCHISEE continues to fail and refuse to correct or
cure such event or default, FRANCHISOR shall have the right to cancel this
Agreements by serving written notice of such termination within 30 days
before the effective date of termination, unless sooner cured or corrected by
the FRANCHISEE within the 30 day period, namely:
1. Failure to meet standards on unkeep and maintenance of the franchised
branch;
2. Engages in unauthorized business or sells unauthorized products;
3. The FRANCHISEEs failure to seek approval of FRANCHISOR as required by
this agreement;
4. The FRANCHISEE fails to comply with the provisions of the operations
manual;
5. The FRANCHISEE violates any term of lease agreement with the lessor
and:
6. The FRANCHISEE violates any other agreement with the FRANCHISOE.
In all cases not covered by the above-mentioned violations, the FRANCHISEE shall
be declared in default if he fails to perform or violate any of the other provisions of
this agreement and related agreements.
Termination. Upon termination and/or expiration of this agreement, the FRANCHISOR
shall buy back the BUBBATEALICIOUS Cart from FRANCHISEE including any of its
marketing collaterals, materials, objects bearing the FRANCHISOR name and mark,
and all such symbols identifying FRANCHISOR for the amount not exceeding
PHP20,000.00 depending on the condition of the cart.
FRANCHISEE shall also take appropriate action to remove, destroy and dispose
properly in accordance with the recommended procedures/means made by

FRANCHISOR any collaterals, materials, objects bearing the FRANCHISOR name and
mark, and all such symbols identifying FRANCHISOR, from the premises of the
building, including appropriate alterations of the building exterior and interior and
the FRANCHISEE shall cancel any advertising related to the FRANCHISEs use of the
FRANCHISOR name and mark within 24 hours. The FRANCHISEE shall return and
deliver to the head office of FRANCHISOR in good working condition.
FAILURE. If THE FRANCHISEE upon request fails or omits to make such changes or
causes them to be made, FRANCHISOR shall have the right to enter the other
FRANCHISEE branch without being deemed guilty of trespassing or any other
unlawful act, and shall have the right to make such changes or cause them to be
made by FRANCHISEEs expense and of which expense the FRANCHISEE shall pay
on demand. The security bond will also be automatically forfeited, without prejudice
to the FRANCHISORS right to demand payment for all other unsecured damages.
SECTION TWENTY-EIGHT
FINAL PROVISIONS
ENTIRE AGREEMENT: AMENDMENT. This Agreement shall constitute the parties
entire agreement with respect to the subject matter here and shall supersede any
prior expression of intent or undertaking with respect to this transaction. This
agreement may be amended only by an instrument in writing signed by the party or
parties bound or burdened by such amendments.
WAIVER AND CUMULATIVE RIGHTS. FRANCHISORs failure or delay to require
performance by the FRANCHSEE of any provisions of this agreement shall not affect
the formers rights to require such provisions unless and until such performance has
been effectively waived by FRANCHISOR in writing. Furthermore, each and every
right granted to either party here or under any other document or instrument
delivered under or in connection with the agreement, or is granted to either party
under the law or in equity, or by any other subsequent agreement, shall be
cumulative and may be exercised from time to time.
SEPARABILTY. IF any section, subsection, paragraph, term or provision of this
Agreement is determined to be illegal, invalid, or unconstitutional by any court of
competent jurisdiction or by any government regulatory authority having
jurisdiction on them, such determination shall have no effect on the validity of any
other section, subsection, paragraph, term or provision of this agreement, all of
which will remain in full force and effect for the term of the Agreement.
NOTICES. All notices or demands required or permitted under this franchise
agreement shall be in writing and shall be deemed delivered seven (7) days after
such notices or demands are delivered by mail, return receipt requested, at the
address as provided in the introduction of this franchise agreement or to such other
address as either party, may, from time to time, designate.
STATUS AND PARTIES. The FRANCHISOR franchise is not intended to create and shall
not be interpreted as creating a partnership, joint venture, agency, employment,

master and servant or similar relationship between the parties and no

representation to the contrary shall be binding upon either party.
BINDING EFFECT. This franchise agreement shall be binding upon and inure to the
benefit of the parties and, subject to the pertinent provisions of this contract, their
respective successors, assigns, executors, heirs, and authorized personal
representatives.
SECTION TWENTY-NINE
GOVERNING LAWS
The terms and provisions of this agreement shall be interpreted in accordance with
and governed by Philippine laws.
SECTION THIRTY
ADMISSIONS
THE FRANCHISEE ADMITS THAT:
1. It has conducted an independent investigation regarding the franchised
business;
2. No representation has been made by FRANCHISOR as to the future
profitability of the branch;
3. No refund will be given partially or in whole, in any form or manner by
FRANCHISOR to the FRANCHISEE pertaining to the amount paid for the
Franchise package whether paid in whole or in part by the FRANCHISEE
regardless of the latters personal situation and franchised branchs
business condition;
4. Insurance is a vital necessity for the franchised branch and shall maintain
such throughout the franchise term and;
5. The FRANCHISEE represents that he has receives a copy of the agreement
and has had an opportunity to consult with his attorney with respect to it
before its execution.
The term of this franchise agreement is for three (3) years. FRANCHISOR has made
guarantee or representations as to the renewal of this agreement or grant of a new
franchise upon expiration.
SIGNED by the parties on the date written above.

GENEROUS AND JOYOUS

VENTURES, INC.
Franchisor

FRANCHISEE

BY:
MR. GILBERT JIM

MR. RODERICK M. RONDEZ

SIGNED IN THE PRESENCE OF:

______________________

______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

DONE IN THE CITY OF BAGUIO

) S.S.

BEFORE ME, this ____ day of _____________ in the ____________, Philippines,

personally appeared the parties, who both presented to me their respective identifications, and whose
identifications are written below their names, known to me to be the same parties who executed the
foregoing document, and who acknowledged that the same is their voluntary act and deed.

This instrument, consisting of four ( ) pages, including the page where this acknowledgment is
written, has been signed on the left margin of each and every page thereof by the parties and their
instrumental witnesses, and sealed with my notarial seal.

IN WITNESS WHEREOF, I hereunto set my hand and affixed my notarial seal on the day, year
and place above written.

Doc. No. ___;

Page No. ___;
Book No. ___;
Series of 2014