1.  OWNERSHIP

 Ownership and title, as well as risk of damage or loss, over the Products supplied by the Franchisor shall immediately transfer to the Franchisee as soon as the Products are placed for delivery. The Franchisor warrants that title to such Products shall be free and clear from any liens or encumbrances.

The Products shall become the property of the Franchisee upon full payment of all the sums due and upon acceptance by the Franchisee of the Products at the Delivery Point.

2.  TERMINATION OF WORK

• Termination for Convenience. Franchisee may terminate this Agreement or any Purchase or Work Order at any time by giving at least thirty (30) days prior written notice. In such event, Franchisor shall be paid at the applicable rates stipulated herein on a pro-rated basis or as the parties otherwise agree, for services rendered up to the date of such termination without further liability for the unexpired term.

• Termination for Cause. Franchisee or Franchisor may terminate this Agreement upon fifteen (15) day’s notice on any of the following grounds:

• breach by either Franchisee or Franchisor of any of the terms and conditions of this Agreement;

• fraud, dishonesty, misconduct, negligence, bad faith or violation of the Franchisors policies by the Franchisee;

• undue delay in the performance of Services, as may be reasonably determined by Franchisee;

• if any of the representations and warranties is untrue or misleading or becomes untrue or misleading in a material respect;

• if any of the Parties goes into insolvency, bankruptcy, liquidation, receivership, rehabilitation, judicial or official management, makes any arrangement or composition with its creditors or ceases to carry on business in the ordinary course; or

• if the Philippine Government or any of its agencies suspends or terminates the license or authority to do business of either Party, such license or authority to do business has expired and either Party fails to renew the same within areas on a period of time.

• Termination of Purchase or Work Order. Franchisor may terminate a particular Purchase or Work Order, which termination shall not be deemed a termination of this Agreement or any other Purchase or Work Order(s), unless otherwise stated by Franchisor. Nonetheless, termination of this Agreement shall automatically terminate all Purchase or Work Order(s) issued by Franchisor unless Franchisor states otherwise.

3.  PUBLIC DISCLOSURE AND CONFIDENTIALITY

Public Disclosure

Each party agrees that no press release or public announcement relating to the existence or terms of this Agreement (including within the context of a trade press or other interview or advertisement in any media) shall be issued without the express prior written approval of the other party hereto.

Confidential Information

 All knowledge and information, not already available to the public, which Franchisor acquire, have acquired, or will acquire in the course of its engagement with Franchisee with respect to Franchisee’s business, work methods, or pending regulatory matters, or other Franchisee matters that are treated by Franchisee as confidential, shall be regarded by Franchisor as trade secrets, whether or not they are classifiable legally as trade secrets, and shall be treated by Franchisor as strictly confidential. Such knowledge and information shall not either directly or indirectly be used, disclosed, or made accessible to anyone by Franchisor for any purpose, except in the ordinary course of Franchisee’s business under circumstances in which the Franchisor is authorized to use or disclose such information. No disclosures of such confidential information shall be made outside of those Franchisor is authorized to make in the regular and ordinary course of its duties unless and until Service Provider receive prior written permission of the Board of Directors of Franchisor to make such disclosure.

Data Privacy

The Parties warrant that, to the extent any confidential information included Personal Data (as defined under the Data Privacy Act of 2012, its implementing rules, and regulations, and issuances issued by the National Privacy Commission, hereinafter“DataPrivacyLaws”),the Discloser, as to its disclosure, and the Recipient, as to its processing, complied with Data Privacy Laws.

In the event that either Party, in connection with the performance of its obligations under this Agreement, takes on the role of a Personal Information Controller (PIC) or Personal Information Processor (PIP), as defined under Data Privacy Laws, such Party herein undertakes to implement the necessary measures and execute its role as PIC or PIP as the case may be in relation to any Personal Data which comes into its possession by virtue of this Agreement, in accordance with Data Privacy Laws.

The Service Provider here by undertakes to indemnify and hold harmless the Indemnitees (as defined in Paragraph 9 above) for any claims, suits, demands, expenses or damages incurred or suffered by the Indemnitees in the event of Service Provider’s breach of the provisions of the Data Privacy Laws with respect to any information under its possession by virtue of this Agreement.

Any Personal Data disclosed by the Parties to each other shall only be used to fulfill their respective obligations under this Agreement.

4.  NO RIGHT TO USE NAMES

1. Neither Franchisee nor Locations nor Participating Franchises shall acquire any right to use, nor shall use any copyrights, trademarks, characters or designs owned or controlled by Franchisor or any of its Affiliates, including without limitation, all Supremacy Products , alone or in conjunction with other words or names, in any advertising, publicity or promotion, either express or implied, without Franchisor’s prior consent in each case, and in no case shall any Franchisee or Location advertising, publicity, or promotion, express or imply any endorsement of the same.
2. Franchisee shall not acquire any right to use, nor shall use the names of Supremacy Products, alone or in conjunction with other words or names, or any copyrights, trademarks, characters, or designs of the same in any advertising, publicity or promotion, either express or implied, without Franchisor’s prior consent in each case, and in no case shall any Franchisee advertising, publicity, or promotion, express or imply any endorsement of the same.

5.  NON-COMPETE

During the term of this Agreement and for a period of twelve (12) months after the end thereof (the “Restricted Period”), no franchisee shall, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with Supremacy’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) member’s or director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, stockholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with Supremacy;

6.  ASSIGNMENT

This Agreement and the rights and licenses granted hereunder are personal and neither party shall have the right to sell, assign, transfer, mortgage, pledge nor hypothecate (each an “Assignment”) any such rights or licenses in whole or in part without the prior written consent of the non-assigning party, nor will any of said rights or licenses be assigned or transferred to any third party by operation of law, including, without limitation, by merger or consolidation or otherwise; provided, however, that an Assignment pursuant to or resulting from a sale of all or substantially all of the assets or all or a majority of the equity of Franchisee to any Person or Persons or any other form of business combination, such that the Franchisee business as currently existing remains substantially intact, including, without limitation, a sale to the public, shall not require such consent so long as such Assignment is provided further that any Assignment by (i) Franchisee, to transferor (ii) Franchisor to any Affiliate of Franchisor. In the event that Franchisee or Franchisor assigns its rights or interest in or to this Agreement in whole or in part, the assigning party will nevertheless continue to remain fully and primarily responsible and liable to the other party for prompt, full, complete and faithful performance of all terms and conditions of this Agreement.

7.  AUDIT RIGHTS

1. During the Term and continuing until one (1) month following the date of expiration or earlier termination of this Agreement Franchisor may, audit the financial books, information systems and records of Franchisee as reasonably necessary to verify Franchisee’s compliance with its obligations under this Agreement; provided, however, that
   1. Such audit shall be at the sole cost and expense of Franchisor (unless such audit reveals that payments due to Franchisor for any month period were understated by more than 80%, in which case, in addition to all other rights which Franchisor may have, Franchisee shall promptly reimburse Franchisor to the extent of its reasonable out-of-pocket costs of such audit);
   2. Franchisor may audit once a month (and no such audit shall continue for more than [5]calendar days from the date the auditors are given access to the applicable records),and
   3. Any such audit shall be conducted only during regular business hours and in such a manner as not unreasonably to interfere with the normal business activities of Franchisee.
   4. Franchisee should submit monthly generated report to the Franchisor, before the 5^th of the following month.
2. Franchisee shall keep and maintain complete and accurate books of account and records in connection with its obligations under this Agreement at its principal place of business until the date of following the date of rendering of the initial statement reflecting such records unless a legal action with regard there to is commenced during such period.
3. During the Term and continuing until one (1) month following the date of expiration or earlier termination of this Agreement, Franchisor may inspect and audit the books, records and store premises of Locations and Participating Franchises as reasonably necessary to verify compliance with this Agreement; provided, however, that
4. Such audit shall be at the sole cost and expense of Franchisor (unless such audit reveals that payments due to Franchisor for any one [1] month period were understated by more than [%], in which case, in addition to all other rights which Franchisor may have, Franchisee shall promptly reimburse Franchise or to the extent of its reasonable out-of-pocket costs of such audit), and (b) any such audit shall be conducted only during regular business hours and in such a manner as not unreasonably to interfere with the normal business activities of Location or Participating Franchises.

8.  FRANCHISOR’S REPRESENTATIONS AND WARRANTIES

Franchisor represents and warrants that:

1. It is a corporation organized and existing under the laws of Republic of the Philippines with its principal place of business in West Avenue, Quezon City
2. The undersigned has the full right, power and authority to sign this Agreement on behalf of Franchisor;
3. The execution, delivery and performance of this Agreement does not and will not, violate any provisions of The Republic of The Philippines articles or certificates of incorporation and bylaws, or any contract or other Agreement to which Franchisor is a party;
4. There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement;
5. This Agreement has been duly executed and delivered and constitutes a legal, valid and binding obligation, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws nowhere in after in effect, affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforce ability is considered in a proceeding in equity or at law.

9.  FRANCHISEE’S REPRESENTATIONS AND WARRANTIES

Franchisee represents and warrants that:

1. It is a corporation organized and existing under the laws of the Philippines with its principal place of business in the Philippines;
2. The undersigned has the full right, power and authority to sign this Agreement on behalf of Franchisee;
3. There is no broker, finder or intermediary involved in connection with the negotiations and discussions incident to the execution of this Agreement, and no broker, finder, agent or intermediary who might be entitled to a fee, commission or any other payment upon the consummation of the transactions contemplated by this Agreement;
4. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of Franchisee enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereinafter in effect, affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered n a proceeding in equity or at law; and
5. The execution, delivery and performance of this Agreement does not, and will not, violate any provisions of Franchisee’s articles or certificates of incorporation and bylaws, or any contractor other Agreement to which Franchisee is a party.

10.    FORCE MAJEURE

A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is:

1. Beyond there a sonable control of a party;
2. Materially affects the performance of any of its obligations under this Agreement;
3. Could not reasonably have been foreseen;
4. Any present or future governmental law, ordinance, rule, order or regulation which may prevent any or both of the Parties from normal operations;
5. Caused by force majeure or Acts of God, which includes, but not limited to, outbreak, epidemic, pandemic; any strike, boycott, major fire, earthquake; storm/typhoon any riot, civil disturbance, or any act of war or of the public enemy, which prevents either Party from performing under normal operations.

In the event of any such excused delay, the time for performance of such obligations (including payment obligations) shall be extended fora period equal to the time lost by reason of the delay.

A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of any such event, (a) provide written notice to the other Party of the nature and extent of

any such Force Majeure condition; and (b) use commercially reasonable efforts to remove any such causes and resume performance under this Agreement, as applicable, as soon as reasonably practicable.

If the Force Majeure event extends to more than three (3) months, either Party may terminate the Agreement without further liability on the unexpired term.

11.    INDEMNIFICATION 

Each party (the “Indemnifying Party”) shall indemnify and hold the other party and its affiliates and their respective employees, officers, agents, attorneys, stockholders and directors, and their respective permitted successors, licensees and assigns (the “Indemnified Party(ies)”) harmless from and against (and shall pay as incurred ) any and all claims, proceedings, actions, damages, costs, expenses and other liabilities and losses (whether under a theory of strict liability, or otherwise) of whatsoever kind or nature (“Claim(s)”) incurred  by, or threatened, imposed or filed against, any Indemnified Party (including, without limitation, (a) actual and reasonable costs of defense, which shall include without limitation court costs and reasonable attorney and other reasonable expert and reasonable third party fees; and (b) to the extent permitted by Law, any fines, penalties and forfeitures) in connection with any proceedings against an Indemnified Party caused by any breach (or, with respect to third party claims only, alleged breach) by the Indemnifying Party of any representation, term, warranty or agreement hereunder.

Neither party shall settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Claim in respect of which the Indemnified Party is entitled to indemnification hereunder (whether or not the Indemnified Party is a party thereto), without the prior written consent of the other party hereto; provided, however, that the Indemnifying Party shall been titled to settle any claim without the written consent of the Indemnified Party so long as such settlement only involves the payment of money by the Indemnifying Party and in no way affects any rights of the Indemnified Party.

12.  REMEDIES

No remedy offered by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and except as otherwise expressly provided for herein, each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise and no provision hereof shall be construed so as to limit any party’s available remedies in the event of a breach by the other party hereto. The election of any one or more of such remedies by any of the parties hereto shall not constitute a waiver by such party of the right to pursue any other available remedies.

13. VENUE OF SUITS AND GOVERNING LAW

In any judicial action which one party may bring against the other party under this Agreement, the parties hereto agree to submit to the jurisdiction of the courts of Quezon City, Philippines only, to the exclusion of other courts.

14. NON-WAIVER OF RIGHTS

No right under this Agreement will be deemed waived except by notice in writing signed by the waiving Party.

15. SEPARABILITY CLAUSE

If any provision of this Agreement is invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not be affected and such invalid, illegal or unenforceable provision is deemed severed from this Agreement.

16. AMENDMENTS

No part of this Agreement may be amended or modified unless reduced into writing, making specific reference to this Agreement, and signed by the Parties or their authorized representatives.

17. COUNTERPARTS

This Agreement may be executed in more than one counterpart, each of which when executed by both Parties and delivered is deemed to be an original.

18. ENTIRE AGREEMENT

This Agreement sets out the entire agreement and understanding between the Parties and supersedes all prior Agreements, understandings, and representations.