FRANCHISE AGREEMENT

This FRANCHISE AGREEMENT (hereinafter referred to as the “Agreement”) is

effective as of this _____ day of ________________, 20____. (“Effective Date”) by and between:

AAAAAAAAAAph Corporation a domestic corporation duly organized and existing

under and by virtue of the laws of the Philippines with principal office address at
______________________________, Quezon City, Philippinesand represented by its President
and Chief Executive Officer, MR.MCH; (“Franchisor”)

and

[xxxxxxx], a [xxxxxxxx] (“Franchisee”).

both parties hereinafter collectively referred to as the “PARTIES.”

RECITALS

WHEREAS, Franchisor is engaged in the business of operating a mobile solution and

tech innovation for tourism development including but not limited to providing travel,
tours and transport packages, hotel booking accommodations, tourism-related promotion,
advertising, etc. (“Business”);
 WHEREAS, Franchisor wishes to expand the Business and is willing to grant to the
Franchisee rights set forth herein;

WHEREAS, Franchisee desires to be licensed to operate the AAAAAAAAAA Business

and all other related products and services pursuant to the provisions herein set forth and
at the location specified herein, and without prejudice to any proposal by the Franchisor
deemed best for the interest of the Franchisee;

WHEREAS, it is the intention of the Parties that the Business, together with other
AAAAAAAAAA businesses will be part of a growing chain of similar businesses providing
tour and transport services, and Franchisee agrees that it is imperative to operate the
Business in strict conformity with the Franchisor’s policies as to maintain the quality of
and enhance demand for AAAAAAAAAA services;

WHEREAS, Franchisee recognizes the benefits to be derived from being identified

with and licensed by Franchisor, and being able to utilize the AAAAAAAAAA goodwill,
system, names, marks, services and products that the Franchisor makes available to all
licensees; and

WHEREAS, in agreeing to grant a non-exclusive license under this Agreement

to Franchisee, Franchisor is relying upon the business skills, financial capacity, and
character of Franchisee.

NOW, THEREFORE, in consideration of the foregoing premises contained in this

Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties have agreed to strictly comply with following terms
and conditions:

I. GRANT OF LICENSE

1.01. Limited Grant.

Upon the terms and conditions of this Agreement, Franchisor hereby grants to
Franchisee the non-exclusive license to use the AAAAAAAAAA trade names and trade
marks and all other rights in connection therewith and the right to operate the Business
solely at the location approved and agreed upon as referred to in Section III hereof.

II. LICENSED PREMISES

2.01. Location.

Franchisee’s right and license to conduct operational activities of the Business

under the AAAAAAAAAA system and to use said trade name and trademark and shall be
limited exclusively in ______________________________________________________ (“Licensed
Premises”).

2.02. Limitation.

The Franchisee shall not change the location of its operations within the province of
the Licensed Premises without the Franchisor’s prior written consent.

2.03. Reference.

In the event the location of the Licensed Premises has not been selected and
approved as of the effective date of this Agreement, then the Parties shall, when it has been
selected and approved, describe it in an exhibit which they shall initial, date and annex to
this Agreement as “Exhibit”. When annexed hereto, said Exhibit shall be incorporated into
this Agreement by this reference as though set forth herein in full.

2.04. Non-Competition.

So long as Franchisee is not in breach of its obligations contained in this Agreement

or any other agreement with Franchisor, Franchisor agrees not to open or allow another
franchisee to operate the Business nearer than or within _________ kilometers from the
licensed premises or in the same town/municipality/city of the licensed premises for the
duration of this Agreement.

III. TERM

3.01. Term.

The term of this Agreement shall be for a period of ________ ( ) years. The
commencement of the term shall be reckoned from the Effective Date of this Agreement
and shall terminate ________ ( ) years thereafter.

3.02. Renewal.

The Franchisee shall notify the Franchisor through a written notice a least six (6)
months prior to the expiration of the term of this Agreement of its desire to renew this
Agreement. If the Franchisor shall determine not to allow Franchisee to renew this
Agreement, then the Franchisor shall notify the Franchisee in writing setting forth the
reasons for non-renewal.

The Parties shall execute a new Franchise Agreement for the renewal term.

IV. FEES

4.01. Franchise Fee

The Franchise Fee shall be TEN MILLION PESOS (Php 10,000,000.00), inclusive of
the following:
and all other expenses for the establishment of the Business. This FRANCHISE FEE IS
NON-REFUNDABLE. All other expenses necessary for the operation of the Business shall
be for the account of the Franchisee.

4.02. Royalty Fee

Commencing from the Effective Date of this Agreement is signed, on the ___x__ day of
every month, the Franchisee shall pay the Franchisor a Royalty Fee in the amount of _____
per cent (___) % from the total monthly income from the operations of the Business.

The Franchisee shall pay the Royalty Fee on monthly basis, and such payment must
be received no later than ____ business days after the __x___ day the relevant month.

V. OBLIGATIONS OF THE PARTIES

5.01. Obligations of the Franchisor

The Franchisor shall:

a. Assist the Franchisee to establish and efficiently operate the Business in the
Licensed Premises;

b. Conduct training programs and seminars relating to the operations of the Business
and assist the Franchisee in the initial hiring and training of the needed manpower
of the Franchisee’s franchise outlet. However, it is not the responsibility of the
Franchisor to hire all the needed employees and personnel all throughout the
duration of this Agreement. All wages, salaries and benefits under the labor laws of
the Philippines shall be borne by the Franchisee.
 c. Provide technical assistance and 24/7 client support.

d. Provide the Franchisee with reasonable continuing assistance and advice as the
Franchisor considers necessary for the efficient running of the Business.

e.

f.

g.

h.

5.02. Obligations of the Franchisee

The Franchisee shall:

a. Ensure the attendance and participation of its employees in the training programs
and seminars.

b. Provide an excellent quality of Business operations and services to reflect and

conform with the standards of operations and values of the Franchisor.

c. Maintain and operate the transport vehicles pertaining to the Business operations in
a high standard of sanitation and cleanliness at all times. Further, all personnel
 working or employed by the Franchisee shall be appropriately attired in complete
compliance to Franchisor’s requirements in regard thereto and shall observe the
highest standards of personal hygiene.

d.

e.

f.

g.

h.

VI. ADVERTISING OBLIGATIONS

6.01. Advertising by Franchisor

Advertising, as used hereinabove shall be defined in its broadest sense, including,

but not limited to, radio, television, newspapers, magazines, billboards, premiums, point of
sale materials, coupons, public relations activities, and any other activities reasonably
determined by Franchisor to promote the services and operations of the Business.

6.02. Advertising by Franchisee

Franchisee shall prominently use and display, in connection with the Business, (i)
Marketing Materials and signs only in the combination, arrangement, and manner
approved or required by Franchisor, and (ii) such other trade names, trademarks, logos,
and designs as may be provided, approved, or required by Franchisor.
 VII. PERMITS AND LICENSES

In the event Franchisor pays for or secures any licenses or permits on behalf of
Franchisee for the Business operations, Franchisee shall reimburse Franchisor for the cost,
expense or amount of payment for any such licenses or permits.

VIII. FRANCHISEE’S INTEREST IN TRADE NAME AND SYSTEM

It is understood and agreed that the trade name and trade marks of AAAAAAAAAA
is the sole and separate property of Franchisor and that nothing in this Agreement shall be
construed as giving the Franchisee or any other person any right, title or interest therein,
except as to the license herein expressly granted to use such name for the period on the
conditions herein stated.

Further, that immediately upon termination of this Agreement for any reason
whatsoever, Franchisee, including but without limitation to, its heirs, administrators,
executors, agents, successors in interest or assigns, shall immediately thereupon and
forever cease the use of said trade names and trade marks connected therewith or in any
way related thereto and shall thereupon at Franchisee’s sole cost remove from any
premises or properties owned or in the possession of Franchisee or over which Franchisee
has any control, all signs, service-menu boards, writings and notices and any other indicia
or material related to or referring in any way to said trade name and trade marks of and
associated with AAAAAAAAAA.

IX. ASSIGNMENT

9.01. Assignment by the Franchisee

 This Agreement, including the rights and obligations contained herein, may not be
assigned by the Franchisee to any other third party without prior written approval from
the Franchisor.

9.02 Assignment by the Franchisor

The Franchisor may assign any right and obligation as stipulated in the Agreement
to the affiliated third party.

X. CONFIDENTIALITY AND NON-DISCLOSURE CLAUSE

The Franchisee, executives, directors, employees, and agents shall keep confidential
all information obtained from the Franchisor, and the Franchisee is prohibited from using
such information for purposes other than as stipulated in this Agreement, except for
information which is already known by the public, and information that has become public
information after its disclosure.

XI. TERMINATION OF AGREEMENT

This Agreement may be terminated only after ________ (___) years of operation. The
Franchisor acquires a unilateral right and authority to terminate the Agreement even on an
earlier date which arises only if the Franchisee violates any or all provisions and standard
operating procedures herein set forth.

The termination shall be done after thirty (30) days notice of termination. If the
Franchisee wishes to terminate this agreement prior to the expiration of the franchise, the
Franchisee shall be charged _______________________________________________________________ (Php
__________________) as termination fee.
 XII. NON-COMPETITION CLAUSE

Within ________ ( ) years after the expiration or termination of the term of this
Agreement, the Franchisee undertakes not to engage in similar business of the Franchisor.

Franchisee further agrees, and will cause its agents, employees and associates to
agree, that Franchisee shall in no way compete with Franchisor and its other franchisees or
utilize directly or indirectly any information herein and hereby obtained in a business
employing the same or similar services or products during the life of this Agreement.

XIII. VENUE STIPULATION, DISPUTE RESOLUTIONS AND GOVERNING LAWS

This Agreement shall be construed and enforced under the laws of the Republic of
the Philippines.

All disputes arising between the Parties shall be settled through mutual discussions
within ____________ (____) calendar days of a Party serving written notice to the other Party
concerning a dispute pertaining to the implementation of or differences of interpretation to
this Agreement.

Any and all actions arising from this Agreement, which either of the Parties may
institute, shall be brought exclusively before the proper court in Quezon City, Philippines.

XIV. MISCELLANEOUS PROVISIONS

14.01. Amendment and Modification

This Agreement may not be altered, modified, or amended, except upon mutual
written agreement between the Parties.
14.02. Final Agreement

This Agreement shall constitute the final and comprehensive agreement between
the Parties and cover the mutual and entire understanding between the Parties on the
matters covered in this Agreement and shall therefore supersede all mutual
understandings which may have been reached by the Parties prior to the date of this
Agreement, whether written or otherwise.

14.03. Severability

In the event any provision in this Agreement shall be declared invalid, illegal and
otherwise unenforceable by the enactment of new laws or regulations or a final and
binding decision of a competent court or arbitration tribunal, the remaining provisions
contained herein shall remain valid. The Parties shall then replace the invalid, illegal or
unenforceable provisions with valid, legal and enforceable provisions.

14.04. Other matters

All other matters not covered by this agreement shall be subject to the agreement in
writing by the parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
day and year first above written.

TOURISMO PH (FRANCHISOR) FRANCHISEE

By: By:

__________________________ __________________________
 SIGNED IN THE PRESENCE OF:

__________________________ __________________________

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)

City of ) S.S.

BEFORE ME, a Notary Public for and in the City of ___________________, this ___ day of
___________, 20__, personally appeared:

NAME VALID IDs Date/Place of Issue

(in representation of TOURISMO PH)

(Franchisee)
known to me and to me known to be the same __________________, in representation of
TOURISMO PH as a juridical entity, and __________________________, who executed the foregoing
Agreement consisting of ____ pages including the page on which this Acknowledgement is
written, signed by the Parties and their witnesses on each and every page thereof, and
acknowledged to me that the same is their free and voluntary act and deed, and of the
entity represented.

WITNESS my hand and notarial seal this ____ day of _________, 20__ at City of
___________________________, Metro Manila, Philippines.

Doc. No. _____

Page No. _____
Book No. _____
Series of 2020.