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Venue Agreement

A. Venue Hotel Suites, Philippines


2009 Holiday Release &
2010-2011 Enjoy Philippines Edition

This agreement forms the basis of understanding of the terms involved with becoming a venue of the Enjoy the
Best of the Philippines Promotional Venue Program.

This Agreement is provided by Super Lucky Happy Potato Corporation, hereafter known as “ENJOY”, operating
from 5D L&F Building, 107 Aguirre Street, Makati City 1229, Philippines.

This Agreement fully explains the Benefits, Methods and Guidelines of The Enjoy the Best of the Philippines
Program (a.k.a. Enjoy Philippines), as well as the responsibilities of the Venues to ensure protection of the
integrity of all involved, and the success of the program.

In order to maintain a consistent and smoothly operating program and to troubleshoot potential problems, an
Enjoy support team will be available for ongoing account management, training, and problem resolution.

Part 1 – Nature of the Program

A. Venue Benefits

Inclusion in the Enjoy the Best of the Philippines program starts immediately after payment of program
fees and includes the following:

1. Promotion of venue through the member newsletter, mobile marketing blasts and on
www.enjoythebest.com.ph website.

2. One (1) double sided page in the Enjoy Philippines 2009 – 2010 Holiday Release.

3. One (1) double sided page in the Enjoy Philippines 2010 – 2011 Edition.

4. Preparation of the voucher design

5. POS Display and other in store promotional materials

B. Voucher Offer 2009 Holiday Release + 2010 – 2011 Edition


A participating Venue first decides on promotional offers it wishes to make to new patrons. The offers
should be valid for the entire duration of the ENJOY 2009-2010 Holiday edition and ENJOY 2010 –
2011 Edition. The offers is presented in the form of a professionally designed vouchers which will be
included in the primary vehicle of this promotion, the Philippines Edition Benefits package containing an
Enjoy Member Benefits Guide, an Enjoy Card and other materials, hereafter collectively referred to as
the “Enjoy Member Benefits Kit”. In order to maintain the high status and exclusive nature of the Enjoy
Member Benefits Kit, the voucher should represent a substantial retail value. (The actual cost to Venues
may be considerably less.) The voucher offer should be easy and straightforward to redeem, without
excessive restrictions.

C. Enjoy VIP Card

The Enjoy Member Benefits Kit is packaged with a loyalty VIP Card which is used to generate repeat
business amongst Enjoy Patrons (The Enjoy Card). Venues are strongly encouraged to use this to offer a
flat discount to all Enjoy Cardholders throughout the year.

D. Membership Sales

The Enjoy Membership Kit will be sold according to the fixed retail price as set by ENJOY.

Enjoy will stock Enjoy Member Benefits Kit with the venue. Proceeds from sales of this additional stock
will be split between the parties, with Enjoy keeping 60%/unit sold and the venue keeping 40%/unit
sold.

Venues should offer staff commissions on membership sales of around Php 100 per kit. This ensures
that staff are motivated to sell and will improve the venues results from the program.

Part II – Venue Agreement

The Venue does agree to honor the following commitments:

A. Venue Commitments

1. Provide a privilege offer for the Enjoy Membership Kit which is true, easily understood by Patrons,
and not in fraud of customers

2. Honor the offer shown on the Voucher and any benefits offered via the Enjoy Card for the duration
of the Enjoy edition without exception.

Enjoy the Best of the Philippines Venue Agreement 1  


3. Instruct staff to actively sell the Enjoy Member Benefits Kits, at the fixed price set by Enjoy.

4. Display the Enjoy the Best of the Philippine stickers and other Point-of-Sales materials at prominent
locations in their establishment. One sticker should go on the main entrance.

5. Instruct staff to collect Enjoy Membership Registration Cards (or business cards of purchasers) at
the time of sale.

6. Provide necessary materials as required for design and production of the Enjoy Philippines voucher
guide.

B. Intellectual Property

1. Venue is required to submit its logo or logos, selected photo images, descriptive text, privilege offer
and additional service information to Enjoy (hereafter known as “Content”). In doing so, Venue does
grant the right to Enjoy to use any and all such Content, in original or modified form, in English, for
any and all program publications and communications, including but not limited to the Enjoy
Member Benefits Kit, Enjoy program Websites or WAPsites, Mobile telephone marketing, Enjoy
monthly members’ newsletter, advertising, direct marketing or other devices used in promotion of
the Enjoy program, during the length of the program.

2. Venue attests that the Content submitted is its rightful and lawful property, does not infringe the
copyright of any other party, and does not violate the Advertising laws, Intellectual property laws or
any other regulations of the Philippines. Venue does indemnify Enjoy from any legal liability
whatsoever relating to the Content as submitted, and does accept responsibility for any fine, legal
expense, or damage to business resulting directly from such infringements.

3. In submitting Content to Enjoy, Venue does also authorize Enjoy to register any and all works
containing the Content, including but not limited to the Enjoy Member Benefits Kit, with relevant
copyright authorities in the Philippines or other countries as necessary, subject to paragraph 5
below.

4. Where Enjoy itself modifies, translates, edits, or otherwise lawfully alters the Content to make it
more suitable for publication, Venue recognizes the copyright of Enjoy to those parts created anew,
changed, translated, or otherwise altered and makes no claim of copyright thereupon.

5. The above provisions are with respect to limited use of the Content and claim of copyright on
Enjoy’s original alterations to Content as described in this document only, and do not in any way
supercede or replace the Venue’s rightful claim of copyright to its original Content. Under no
circumstance may Enjoy claim the Content submitted under this agreement as its own, or use the
Content beyond the terms and provisions of this agreement.

6. Service Information collected in execution of this agreement, including but not limited to venue
address, telephone, contact information, opening hours, average cost, facilities and service
description shall be deemed to be non-proprietary Content, and may be retained and used by Enjoy
beyond the terms of this agreement without express permission.

7. Venue does expressly grant Enjoy the right to store in electronic form all original Content and/or
altered or translated Content indefinitely, and retain for potential re-use beyond the term of the
program. Enjoy shall, however, take reasonable security measures to protect this Content and shall
under no circumstance use Content (other than that Service information described in paragraph 6
above) for any purpose beyond those stipulated in this agreement without express written
agreement by the Venue.

8. By participating in the Enjoy program and by retaining its right to ownership of its own proprietary
Content, Venue makes no claim on any other part of the Enjoy Member Benefits Kit, Enjoy
advertising and communications, or other program materials, including but not limited to the Terms
and Conditions printed on the back of each voucher, the original, translated or altered Content
created by Enjoy.

C. Events of Defaults & Termination of Venue

The signing of this agreement and payment for the starter kit results in Venue Membership of the signed
party’s establishment in the Enjoy the Best of the Philippines 2009 Holiday Release and the Enjoy the
Best of the Philippines 2010-2011 Edition.

Due to the nature of the promotion, the venue membership cannot be terminated during the term of the
existing edition, except by closure of the Venue’s establishment or due to default of the Venue. This
agreement assumes the following conditions.

a. The Venue will be in business throughout the term of the 2009-2010 Holiday Release and
2010-2011 Edition.
b. The Venue will endeavor to genuinely maintain its status as one of the top experiences in the
Philippines.
c. The Venue pledges to adhere to the commitments set out in this agreement.
d. The Venue will not participate in activities that directly compete with or cause detriment to the
success of the Enjoy program.

Enjoy the Best of the Philippines Venue Agreement 2  


Gross failure of the Venue to honor the commitments of this agreement may result in the venue being
asked to stand down from the Program. In this event, the Venue will be required to remove any Enjoy
Philippines paraphernalia from their establishment, will not have a voucher in subsequent print runs of
the Enjoy Members Benefits Kit, or maybe denied participation in the succeeding edition.

Part III – Legal Statement

A. Legal Disclaimer

1. Enjoy warrants that it is a legally registered entity entitled and competent to execute the Program
described herein.

2. Enjoy shall honor its commitments under this agreement, and shall genuinely endeavor to execute
the Enjoy Program in a fashion so as to maximize benefits to Venues.

3. Enjoy reserves the right to alter any part of the Program as circumstances may require, at its
discretion.

4. Enjoy reserves the final editorial rights on any aspect of the program, including but not limited to
printed material, website and WAP content.

5. Enjoy furthermore reserves the right to use any recorded program results for general
communication (i.e. case studies for our sales kit, corporate reports etc.) as it sees fit.

6. Enjoy shall in no way be held responsible for failures or delays resulting from force majeure, actions
enforced by government authorities, Epidemics or other Public Hazards, or other circumstances
beyond its reasonable control.

7. The Venue accepts sole responsibility for the Content and does guarantee the offer to be true,
accurate, clear, easily understood, and not in fraud of Patrons.

8. The Venue does further indemnify Enjoy from any claims made by Patrons against the Venue,
whether or not said Patron has purchased or used the Enjoy Membership Kit and whether or not
said claim pertains to the Venue’s Voucher in the Enjoy Membership Kit.

B. Additional Rights and Provisions

1. Enjoy reserves the right to exclude any Venue from involvement in the program at any time at its
discretion.

2. This Agreement is a legal contract binding the undersigned to the stipulations contained herein.
Any dispute arising from this contract shall be settled according to the law of the Philippines.

3. Venue participation in the Enjoy the Best of The Philippines program commences upon receipt of
the completed, signed, and chopped form below and full payment.

This agreement may be assigned by Enjoy in whole or in part to any parent, subsidiary or other affiliated
body without notice. The assignment by the venue of this agreement or any interest therein, or of any
money due or to become due by reason of the terms hereof without the prior written consent of Enjoy
shall be void.

C. Warranties and Representation

1. Both parties warrant and represent that they are duly authorized by their respective Board of
Directors to enter into this Contract.

2. Both parties warrant and represent that their respective representatives are duly empowered to
sign and execute this Contract for and on behalf of the respective companies they represent.

3. Both parties warrant and represent that they will observe and comply with the terms and
conditions of this Contract.

4. ENJOY warrants and represent that it has or will secure all governmental permits and licenses
required for the lawful execution and performance of the services under this Contract.

In Witness Whereof, the parties have caused this instrument to be signed this at
Makati City, Philippines.

Super Lucky Happy Potato Corporation

By: Director Signature

Enjoy the Best of the Philippines Venue Agreement 3  

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