CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:

This CONTRACT OF LEASE is made and entered into by and between:

_________________________, a corporation duly organized and existing under the laws of

the Philippines, with official business address at
_______________________________________ represented by
__________________________, of legal age, Filipino, married, and hereinafter referred to
as the “LESSOR”.

-AND-

______________________________, of legal age, Filipino and with principal office address

at ____________________________________, and hereinafter referred to as the
“LESSEE”;

WITNESSETH:

WHEREAS, the LESSOR is the registered and absolute owner of a parcel of commercial
land with a total land area of THREE THOUSAND (3,000) SQUARE METERS, located along
corner of New Molino Blvd., Masaito Drive, Bacoor, Cavite, Philippines and covered by Transfer
Certificate of Title No. _____________ issued by the Registry of Deeds of Trece Martires (“Lot
Property”);

WHEREAS, the LESSEE desires to lease portion of the above property and the LESSOR
has agreed to grant the LESSEE the abovementioned parcels of land, hereinafter referred to as the
Leased Premises, for the operation of Restaurant as attached Lot Plan marked as Annex “A”;

NOW THEREFORE, for and in consideration of the foregoing premises, the herein parties
have mutually agreed and bind themselves to the following and conditions, to wit:

TERMS AND CONDITIONS

ARTICLE I

1. LEASED PREMISES. The Lessor hereby leases the LEASED PREMISES, with the right
to use all adjoining parking areas, and all means of ingress and egress thereto;

2. TERM OF LEASE. This Contract shall have an initial term of ______ years which shall
commence on the first day of the first calendar month following the actual turnover of the
LEASED PREMISES by the LESSOR and acceptance thereof in writing by the LESSEE,
renewable at the option of the LESSEE for another _____ years, unless sooner terminated
or extended as hereinafter provided. LESSEE shall notify the LESSOR of its intention to
renew within _____ days prior to expiration of the term;

3. RENT-FREE PERIOD. Rental payments shall be paid by the LESSEE after the rent-free
period. Initial rental payment shall be computed pro-rata to cover the remaining days of the
month. The rent-free period shall be for _____ days commencing on the actual turnover by
the LESSOR of the LEASED PREMISES and acceptance thereof in writing by the LESSEE
or upon complete submission by the LESSOR or certified true copies of the Transfer
Certificate of Title of the LEASED PREMISES, tax declaration, updated property tax
payments and VAT registration certificate, whichever comes later.
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4. RENTAL. In consideration for the use and occupancy of the Leased Premises, the LESSEE
shall pay the LESSOR the amount of rent in accordance with the following schedule, every
______ day of the month, without need of demand and shall be subject to an escalation rate
of ________ percent annually, beginning on the ____ year and the year thereafter:

PERIOD COVER ANNUAL RENTAL

(VAT Exclusive)

The payment of VAT shall be shouldered by and for the account of the LESSEE. With the
above computation as basis, the LESSEE shall deduct from the rental fees and shall withhold
the applicable withholding tax on all rental payment and remit the same to the Bureau of
Internal Revenue within the time prescribed by law.

a. LESSOR shall issue Official Receipts (O. Rs) VAT registered O. Rs should issue
within ____ days from receipt of payment from LESSEE. Failure of the
LESSOR to issue an O.R. shall be a ground to discontinue VAT payments (as
part of succeeding rentals) and for LESSEE to hold succeeding rental payments
until O.R. is issued. LESSE shall deposit the rentals in a designated bank until
LESSOR complies with its obligation to issue O.R.

5. ADVANCE RENTAL AND DEPOSIT. The LESSEE shall, within ___ days upon
turnover by LESSOR of the LEASED PREMISES and acceptance thereof in writing by the
LESSEE, pay to the LESSOR advance rent in the sum of _____________ pesos, Philippine
Currency, which shall be applied by the LESSOR as full payment of rental for the first _____
months on which rental is due under this Contract.

In the same manner, LESSEE shall deposit with LESSOR the amount of ____________
pesos, Philippine Currency, which is equivalent to _______ months’ rent of the term. The
LESSOR shall apply such deposit toward the payment of any claim that the LESSOR may
have against the LESSEE upon the termination of this Contract. Any balance remaining on
such deposit shall be returned to LESSEE upon the expiration of the Contract, or LESSEE
can apply the same as rental payment corresponding to the last ______ months of this lease,
and any amount remaining after applying the said balance of deposit shall be returned by the
LESSOR to LESSEE as herein stated.

Except as otherwise herein provided, in the event, however, that this Contract will not take
effect or pre-terminated or cancelled due to the fault, negligence or breach of any of the
provisions of this Agreement by the LESSOR, the LESSOR shall return to the LESSEE any
unused advance rental and security deposit within a period of _____ days from the effective
date of pre-termination.

In addition to the other grounds of pre-termination provided elsewhere in this Contract,

should any of the following events occur, the LESSEE shall have the right to pre-terminate
at any time this Contract of Lease with immediate effect and the LESSOR shall return to the
LESSEE the unapplied portion of the advance rental within a period of _______ days from
the effective date of pre-termination:

a. The LESSOR is in breach of any of their representations/warranties or

covenants under this Contract and is unable to correct such breach within a
certain number of days depending on the complexity of the breach or situation
not exceeding ____ days from notice; or

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 b. The LESSEE is deprived by the LESSOR of access to and from the subject
Leased Premises, or unable to enjoy peaceful and possession thereof brought
about by the fault of the LESSOR.

6. ANNOTATION OF THE LEASE. The LESSOR hereby undertakes and warrants to

annotate or cause the annotation of this Contract of Lease executed between the herein
LESSOR and the LESSEE in the Transfer of Certificate of Title covering the
aforementioned parcel of land within a period of _____ days after the signing of this
Contract for its account. Expenses of such annotation and registration of Contract of Lease
is for the LESSEE’s account. In case of LESSOR’s failure or refusal to comply with this
undertaking, the LESSEE may undertake to cause of such annotation with the cooperation
of the LESSOR and the LESSOR shall fully reimburse the former for all the expenses
incurred therein upon demand.

ARTICLE II

7. USE OF PROPERTY, IMPROVEMENTS, RESTRICTIONS AND

UNDERTAKINGS.

a. PURPOSE OF LEASE. The LESSEE agrees that the Leased Premises shall be
used for the purpose of putting up and operating a Restaurant and LESSEE’s other
related business activities which are necessary and incidental to their operation. The
LESSEE shall be allowed to use the Leased Premises for other use only upon prior
written consent of the LESSOR. LESSEE shall not use the Leased Premises for any
illegal or unlawful purposes.

b. CONSTRUCTION. The LESSEE shall construct on the Lease premises at its own
expense a building which shall be in conformity with the design of the LESSOR and
this building shall upon termination of this Contract of Lease, belong exclusively to
the LESSOR without any obligation to the LESSEE whatsoever.

The LESSEE shall secure construction permit from the LESSOR prior to the construction of the building.
The LESSEE shall strictly observe and comply with the requirements of the applicable Government Agencies
safety regulations and with the guidelines set by the LESSOR on the manner by which the constructions,
improvements, renovations, alterations will be undertaken and the maximum electrical load and the nature
of the fixtures, appliances, and equipment to be installed in the Leased Premises.

c. IMPROVEMENTS. It is expressly agreed and understood that the LESSEE shall

have the right to introduce alterations, additions and improvements, renovations and
repairs in such part of the Leased Premises as the LESSEE finds necessary to suit
the purpose for which the property is leased to it, at its own expense.

d. FIXED IMPROVEMENTS. Any structure and fixed improvements or alterations,

of whatever nature, introduced by the LESSEE, shall form part of the Leased
Premises and shall not be removed at the end of the lease and the same shall become
the property of the LESSOR upon the termination of the contract of lease, without
need of reimbursement EXCEPT those that are enumerated in the succeeding
paragraph which are deemed to be exclusively owned by the LESSEE.

e. EXCLUSIVE OWNERSHIP OF THE LESSEE. The various equipment

installed, machineries and other movable properties which may be removed without
impairing the leased premises used by the LESSEE in its principal business or trade,
will be exclusively owned by the LESSEE, even after the expiration of the Contract
of Lease.
f. OWNERSHIP DURING THE EFFECTIVITY OF THE CONTRACT.
During the life of this Contract of Lease the LESSEE is deemed to be the exclusive
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 owner of any building structure, improvements, alterations and additions made on
the Leased Premises.

g. OWNERSHIP AFTER EXPIRATION OF THE CONTRACT. After the

expiration of this contract, the parties agree that the LESSOR becomes the owner of
the building structure and other fixed improvements, excluding the various
equipment installed by the LESSEE as enumerated in paragraph ten (10) of this
article, for these remain to be exclusively owned by the LESSEE.

h. COSTS FOR NECESSARY REPAIRS. The LESSEE shall, at its own expense,
make the necessary repairs on the premises, its existing improvements and
installations in order for the same to remain in serviceable condition.

i. REMOVAL OF IMPROVEMENTS. At the expiration of this Lease Contract,

the LESSEE shall only remove its machineries, equipment, accessories as described
in paragraph D of this article, which are exclusively owned by the LESSEE, excluding
the building structures and other fixed improvements described herein, and the
removal shall be borne exclusively by the account of the LESSEE. The LESSEE is
hereby given a period of _____ days from the expiration of the Contract of Lease or
from pre-termination thereof to remove all machineries, equipment and its
accessories exclusively owned by the LESSEE as described in paragraph D herein
and with the assurance that such removal will conserve the good tenantable condition
of the Leased Premises.

j. UTILITIES. The accounts for water, telephone, electricity, power and other utilities
shall be registered in LESSEE’s name, and the bills shall be for the account of the
LESSEE, including their application for connections with and the installations by
the utility companies. Upon termination of this Contract of Lease, it is the sole
responsibility of the LESSEE to have the aforesaid services disconnected and
cancelled.

k. ASSIGNMENT AND SUBLEASE. The LESSOR understands that the LESSEE

enters into a restaurant operation and that the LESSEE may engage in other related
and incidental businesses and hence, LESSEE is hereby expressly allowed to sublease
any or a portion the Leased Premises, provided that it shall secure written approval
from the LESSOR at least ____ days before the LESSEE turns over the Leased
Premises to the appointed dealer/sub-lessee. Provided further, that no right, title or
interest therein shall be conferred or vested in any person or entity except those
granted to the LESSEE by the LESSOR under this lease agreement and to those
conferred by the LESSEE to its qualified and appointed sub-lessee.

The LESSEE shall pay additional rentals to the LESSOR equivalent to ____ percent VAT exclusive
of all sublease rentals fully paid to the LESSEE by the Sub-Lessees, applicable only to locators/tenants not
owned or operated by LESSEE. Remittances are to made by the LESSEE to the LESSOR quarterly.
This provision does not cover the restaurant of the LESSEE, which shall be directly owned and operated by
the LESSEE.

The LESSOR shall have the first preferences on all income of the LESSEE from its own business on the
leased premises and on the monthly rentals due its sub-leases as against any of the LESSEE’s creditors.

l. RULES AND REGULATIONS. The LESSEE shall comply with any and all
reasonable rules and safety regulations necessary and incidental to the course of his
business as well as the rules, regulations and other ordinances of the local and
national government, including permits and licenses now existing or may hereafter
be adopted, regarding the use and occupancy of the Leased Premises.

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 m. WARRANTY AGAINST EVICTION. The LESSOR warrants and guarantees the
LESSEE’s peaceful and continuous use and possession of the Leased Premises
during the entire life of this Contract of Lease and warrants that there is/are no
tenant(s) in the said Leased Premises.

n. RIGHT TO ENTER AND/OR POSSESSION OF THE PREMISES. The

LESSOR warrants that the LESSEE or his duly authorized representative(s) may
enter, work and/or take possession of the said Leased Premises or any portion
thereof after the execution of this contract without any interference or opposition
from the LESSOR or any third (3rd) person.

o. TAXES, PENALTIES AND SURCHARGE. The LESSOR warrant that all taxes
or government-imposed fees on the subject land have already been fully paid upon
the signing of this Contract of Lease. Any unpaid government taxes, penalties or
surcharges may at the option of the LESSEE, be paid by the latter, provided that
such payment shall be deducted from the rentals due to the LESSOR under this
Contract of Lease.

The LESSOR shall pay the real property taxes levied on the leased premises corresponding to the
aforementioned parcel of land. The LESSEE shall pay the real property taxes levied on the building and
other improvements that shall be introduced by the latter. The LESSOR ensures all payments of real property
taxes prior to the signing of this lease contract are complete and up to date covering the year ___. For this
purpose, the LESSEE shall furnish the LESSOR a copy of the official receipt evidencing the payment of
the said real property taxes every quarter. The LESSEE shall not be allowed to default in the payment of
the real property taxes for more than ____ year, and violation thereof shall be an additional ground for
termination of this lease.

8. ADVERTISEMENT. The LESSOR allows LESSEE to affix its standard signage as shown
in the Perspective attached as Annex “B”, and install signs, notices or other advertising media
of its business on the inside and outside portions of the LEASED PREMISES. LESSEE
shall be responsible for compliance rules, laws and ordinances and for any damage to
property or injury to persons in connection therewith or arising therefrom.

ARTICLE III

9. TERMINATION AND RENEWAL OF CONTRACT.

a. UNPAID UTILITIES IN CASE OF PRETERMINATION. In the event that

any of the parties exercise their right to pre-terminate this contract, it is the
responsibility of the LESSEE to settle all its financial accountabilities with the
respective utility companies and all costs will be solely borne by the amount of the
LESSEE.

b. BREACH AND DEFAULT. The LESSOR shall have the right to pre-terminate,
rescind or cancel this Contract of Lease on any of the following grounds:

 Non-payment of advance ___ monthly rentals when it falls due provided

that the LESSOR has previously sent the LESSEE a statement of account
_____ days before the date of payment;

 If the LESSEE shall, at any time, fails or neglects to perform or comply

with any of the covenants, conditions, agreements or restrictions stipulated
hereto; or

 If the LESSEE shall become insolvent. Provided however, that the cost for
the removal of the improvements made in the Leased Premises shall be
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 borne by the LESSEE. Provided further, that any unused portion of the
advanced rental paid should be returned in full to the LESSEE.

Any violation of the terms, conditions and covenants of this Contract of Lease shall
give the LESSEE and the LESSOR the right to terminate, rescind or cancel the same,
and the guilty party shall be liable for any and all damages, actual and consequential
resulting from such breach or default.

c. RETURN OF THE LEASED PREMISES UPON TERMINATION OF

LEASE. At the expiration of the term of this lease or upon cancellation thereof as
herein provided, the LESSEE shall promptly surrender the premises to the
LESSORS in as good condition as reasonable wear and tear will permit, and free
from any tenant, squatter, or encumbrances, except those already existing from the
affectivity of this Contract.

d. UNPAID UTILITIES UPON TERMINATION OF LEASE. After the

expiration of this Contract of Lease, it is the responsibility of the LESSEE to settle
all its financial accountabilities with the respective utility companies and all costs will
be solely borne by the account of the LESSEE.

e. ASSIGNMENT AND SUBLETTING. LESSEE shall have the right to assign or

sublease the whole or any part of the LEASED PREMISES, provided that any
assignment or sublease shall be subject to all the terms and conditions of the Contract
and the LESSEE shall remain primarily liable for the payment of the rent and
performance of the terms and conditions of this Contract.

ARTICLE IV

10. MISCELLANEOUS PROVISIONS.

a. MUTUAL WARRANTIES. The LESSOR and LESSEE represent and warrant on

favor of each other that:

 Each has full power, authority and legal right to execute, deliver and
perform this contract and has taken all the necessary corporate actions to
authorize the foregoing;

 This contract contributes the legal, valid and binding obligations of the
LESSOR or LESSEE, enforceable in accordance with its term; and

 The execution, delivery and performance of this contract do not and will
not violate any provision of or result in a breach of or constitute a default
under any law, regulation or judgement, or violate any agreement binding
upon either of them or any of their property.

In addition, the LESSOR represents and warrants to the LESSEE that:

i. The LESSOR is the true, absolute, and registered owner of the Leased
Premises subject of this lease and that in case of any litigation or controversy
concerning the LESSOR’s right, title, or interest over the Leased Premises,
the LESSOR shall defend and hold harmless the right of the LESSEE under
the terms and conditions of this Contract at the LESSOR’s expense;

ii. The LESSOR has the absolute right to lease out the Leased Premises to the
LESSEE and shall keep the LESSEE in the peaceful possession thereof for
the duration of the Term of Lease;
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 iii. The LESSOR has paid any and all taxes, charges, assessments, dues and fees
imposable on the Leased Premises as of date of signing of this Contract. The
LESSOR shall promptly pay any and all taxes, charges, assessments, dues and
other fees imposable non the Leased Premises, if any is due and outstanding
at the time of the execution of this Contract;

iv. There are no tenants, squatters, or other individuals occupying the Leased
Premises, or any portion thereof; and

v. In the event of sale, transfer, and mortgage or any other encumbrance of the
Leased Premises or any portion thereof or any other existing sale, mortgage
or encumbrance of the same, the LESSOR warrants that the Purchaser,
mortgagee, or assignee, or encumbrance shall respect all the terms, covenants,
obligations and conditions of this Contract, including the provisions of
renewal thereof, and the LESSOR undertakes to incorporate in the Deed of
Sale or Mortgage, or other deed or instrument, either be reference or
otherwise, of the terms and conditions of this Contract;

b. DATA PRIVACY. Any personal data collected or disclosed in connection with this
Contract shall be processed by both Parties pursuant to the Data Privacy Act of 2012,
its Implementing Rules and Regulations (“IRR”) and any applicable legislation, rule,
or issuance. Such data shall be processed solely for the purposes of the performance,
management and monitoring of the Lease Contract.

The LESSOR acknowledges that the information in this Contract is true and correct
agrees to indemnity and hold LESSEE and its representatives free and harmless from
and against any and all suits or claims, actions, or proceedings, damages, cost and
expenses including attorney’s fees, which may be filed, charged or adjudged against
LESSEE or any of its directors, stockholders, officers, employees, agents or
representatives in connection with or arising from the use, processing and disclosure
by LESSEE or its representatives of the aforementioned information pursuant to
LESSEE’s reliance on the representation and warranties of the LESSOR.

c. FORCE MAJEURE. Neither the LESSOR nor the LESSEE shall be responsible
for any failure to fulfill any terms for this Agreement if fulfillment has been delayed,
hindered, interfered with, or prevented by any circumstances whatsoever which is
not within the control of the parties, as the case may be.

Likewise, in the event of non-performance due to force majeure, war, revolt, and
invasion the parties shall not be held liable. The party claiming Force Majeure should
notify the other party within ___ days from the time or date it first knew or ought to
have known of the Force Majeure situation. A party shall cease to be relieved from
liability by reason of Force Majeure upon cessation of the Force Majeure and only
on such time that the parties shall resume the performance of their obligations under
this Agreement.

d. LITIGATION AND VENUE OF ACTIONS. Should it become necessary for

either party to resort to judicial proceedings in order to enforce any of its rights
hereunder, all actions and controversies that may arise under this Agreement shall be
brought exclusively before the proper courts of the Municipality of Bacoor, each
party hereby expressly waiving any other venue.

e. ATTORNEY’S FEES. In case the any of the parties’ resort to judicial action base
upon or in connection with this lease contract, the party adjudged to be fault hereby

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 agrees to pay attorney’s fee equivalent to _____ percent of the total amount involved
plus all court expenses and costs of litigation.

f. SEPARABILITY CLAUSE. Invalidation of any one of the terms, conditions,

restrictions or other provisions contained herein by judgment or court order shall in
no way affect any of the other terms, conditions, restrictions or provisions hereof,
and the same remain in full force and effect.

g. CONTRACT MODIFICATION. No modification or alteration of this Contract

shall be considered as having been made unless executed in writing and duly signed
by the parties hereto. If any part thereof be declared null and void by competent
authority, the other not affected shall thereby remain valid and binding between the
parties.

h. ENTIRE CONTRACT AGREEMENT. It is hereby understood that all the

terms, stipulations, conditions, covenants and provisions contained in this
instrument constitute the entire agreement between the parties, and is deemed to
exclude any and all representations, promises, commitments made by the parties,
verbal or otherwise prior to the execution hereof. It is therefore, expressly agreed
that the parties or their duly authorized representative(s) shall not be bound by any
representations, promises and commitments not contained or expressly provided to
this Contract.

_________________________ ________________________
Lessor Lessee

IN WITNESS WHEREOF, the parties hereunto set their hands at the place first
above written on this _______ day of _____________, 2019.

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