SUPPLY AGREEMENT

This Supply Agreement (the “Agreement”) is made and entered into by and between:

___________, a domestic corporation organized under Philippine laws with postal

address at ____________, duly represented herein by its ________, __________,
hereinafter referred to as the “COMPANY”;

- and -

________________, a domestic corporation organized under Philippine laws with postal

address at ______________________________, duly represented herein by its
__________, ____________, hereinafter referred to as the “SUPPLIER”;

WHEREAS:

a. The Company is engaged in the business of _______________;

b. The Company is looking for a supplier to supply the necessary goods requirements;
c. The Supplier represents to the Company that it has the sufficient goods and services to supply and
deliver to the Company, and by reason of such representation, the Company is willing to enter into
this Agreement with the Supplier, subject to the terms and conditions set forth herein.

NOW, IN CONSIDERATION OF THE FOREGOING, the Parties agree as follows:

1. Term and Termination – This Agreement shall commence on __________. The Company can
terminate this Agreement by serving upon the Supplier a fifteen (15)-day prior notice. On
termination, any and all accrued obligations shall be payable within thirty (30) days from the
effective date of termination.

2. Supply and Delivery of Goods – The Supplier shall supply and deliver the goods as enumerated in
Annex “A” hereof which shall be ordered and purchased by the Company from time to time. The
Company shall issue a purchase order to the Supplier and the latter shall deliver such goods to the
designated place and/or franchisee on such date indicated in the purchase order. For avoidance of
doubt, time is of the essence in the supply and delivery of the goods.

In the event that the Supplier is unable to deliver on the requirement set in the Weekly Purchase
Order, the Supplier should inform the Company at least five (5) days prior to the required delivery
date/schedule. Unless the Company was duly notified by  the Supplier, a penalty shall be collected
and imposed on the Supplier by the Company, whereby such penalty shall be equivalent to the
price difference between the agreed price of the undelivered items and that of a similar product
purchased in replacement thereof, if the price of said similar product is higher. The Supplier hereby
authorizes the Company to deduct such penalty from any amount due to the Supplier.

Within 24 hours from such delivery, the Supplier shall confirm to the Company the delivery of the
goods to its franchisees. Within the same period after such confirmation, the Company shall notify
and communicate to the Supplier any defects or lacking items in the delivered goods. However, the
Company shall not be bound by this period to notify any defects or lacking items/quantities. The
Supplier shall then replace such defective goods or delivery the lacking items or quantities within
24 hours from such notice.

3. Payment – The Supplier shall issue an invoice to the Company based on the purchase order. Such
invoice shall only be addressed to the Company and no invoice shall be issued under the name of
the Company’s franchisee. For avoidance of doubt, only the delivery receipts shall be issued to the
Company’s franchisee and a copy of such delivery receipt shall be furnished to the Company.

The amount in the invoice issued to the Company shall be payable within thirty (30) days from
receipt thereof, less the applicable withholding taxes. The Supplier shall issue the official receipt of
such payment and the Company shall issue the corresponding withholding tax form.

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 The Company shall be entitled, without derogating from any other right it may have, to defer
payment of part or all of the purchase price until the Supplier has completed, to the satisfaction of
the Company the delivery of the goods and the incidental services to which those payments relate.

4. Delivery cost – The Supplier shall be responsible to shoulder the delivery costs, including freight
and port charges.

5. Non-Liability Prior to Delivery– The Company shall not in any way be liable to the Supplier for
any loss or damage to the goods subject of the purchase order prior to the actual delivery thereof.
The Company shall likewise not be liable to any defects of the goods or lacking items or quantities.
The amount equivalent to the defective goods and/or lacking items/quantities shall be deductible or
adjusted to the amount indicated in the purchase order or invoice, unless replaced or added by the
Supplier.

6. Packaging - The Supplier must provide proper and adequate packaging in accordance with best
commercial practice, to ensure that the goods being delivered to the Company or its franchisee will
be free of damage. Packaging must be adequate to allow for rough handling during transit,
exposure to extreme temperatures, salt and precipitation during transit and open storage, with
consideration for the type of goods and transportation mode. The Company reserves the right to
reject any delivery that is deemed not to have been packaged adequately. Packing, marking and
documentation shall comply with any requirements or instructions notified by the Company

7. Adjustments – The Company reserves the right to change at any time the quantities, packaging,
unit size, place, method and/or time of delivery or the ancillary services to be provided. Where the
goods are being specifically produced for the Company, the Company may also make changes to
the drawings, designs or specifications. No change in, modification of, or revision to this
Agreement shall be valid unless made in writing and signed by an authorized representative of the
Company.

8. Warranties – The Supplier represents and warrants the following:

a. All goods supplied shall have no defect, arising from design, materials, or workmanship or
from any act or omission of the supplier that may develop under normal use of the supplied
goods in the conditions prevailing in the place of final destination;

b. All goods do not infringe any intellectual property rights of third parties.

c. All goods supplied are new and unused, and conform to the specifications and descriptions
of the Company;

d. It has full title to the goods, is fully qualified to sell the goods to the Company, and is a
company financially sound and duly licensed, with adequate human resources, equipment,
competence, expertise and skills necessary to carry out fully and satisfactorily the delivery
of the goods in accordance with this Agreement;

e. It shall comply with all applicable laws, ordinances, rules and regulations when
performing its obligations under this Agreement;

f. In all circumstances it shall act in the best interests of the Company and no official of the
Company or any third party has received or will be offered by the Supplier any direct or
indirect benefit arising from this Agreement or award thereof;

g. It has not misrepresented or concealed any material facts in the procuring of this
Agreement and shall abide by the highest ethical standards in the performance of this
Agreement; and

h. The prices for the goods do not exceed those offered for similar goods to Supplier’s other
customers.

9. Force Majeure - Neither Party will be liable for any delay in performing or failure to perform
any of its obligations under this Agreement if such delay or failure is caused by force majeure,
such as civil disorder, military action, natural disaster, epidemic or pandemic and other

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 circumstances which are beyond the control of the Party in question. In such event, the Party will
give immediate notice in writing to the other Party of the existence of such cause or event and of
the likelihood of delay.

10. Indemnification - The Supplier shall at all times defend, indemnify, and hold harmless the
Company, its officers, employees, and agents from and against all losses, costs, damages and
expenses (including legal fees and costs), claims, suits, proceedings, demands and liabilities of
any kind or nature to the extent arising out of or resulting from acts or omissions of the Supplier
or its employees, officers, agents or subcontractors, in the performance of this Agreement.

11. Relationship - The Supplier shall provide the goods under this Agreement as an independent
contractor and not as an employee, partner, or agent of the Company.

12. Confidentiality
a. Each Party agrees that it shall, at all times keep in strict confidence and not disclose any
proprietary or Confidential Information and Personal Information (as defined below)
relating to this Agreement, including the businesses, operations, financial transactions,
procedures or other practices of the Company and those of its customers, its subsidiaries,
affiliates, directors, officers or employees, which it may acquire by reason of this
Agreement, except those which are generally known or available to the public and as
permitted in this Agreement.
b. “Confidential Information” shall mean all information pertaining to a Party or any of its
affiliates or subsidiaries, furnished, communicated or made available by that Party to the
other Party in any fashion in connection with the conduct of the Services and shall include,
but not be limited to, the following information, whether communicated in writing, orally, in
graphic or electronic form and regardless of the form or storage medium: (a) all business
information, plans, tactics, or materials, including, without limitation to, business plans and
strategies, employee lists, employee benefit programs, personnel matters, customer lists,
market information, pricing policies, methods, financial information, or information
regarding financing plans, current planned and optional considerations for capital structure
and liquidity needs, any customer contract or proposal for a customer contract, investor
information, test data relating to any research or pilot projects, work in process, present or
future products; (b) all computer programs (including object, source codes of the actual
application/system processes and/or enhancements thereof), software processes, systems
writings, technical know-how or ideas, and algorithms; (c) user manuals, process flows and
diagrams, and all other manuals, systems documentation, confidential reports,
correspondence, memoranda or other materials related to any of the items described in
clauses (a) and (b) above; (d) documentation notes, minutes of the meetings, previous
discussions of the parties regarding the Contracted Services, names and contact details of
the key personnel involved or leading specific activities; and (e) any other materials or
information identified in writing as proprietary or confidential. Information
communicated orally or by inspection shall be considered Confidential Information if
such information is confirmed in writing as constituting Confidential Information within
thirty (30) days of the initial disclosure.
c. In the event of a disclosure, (a) required by law, the disclosing party shall, at a reasonable
time before making any such disclosure or filing, consult with the other party regarding
such disclosure or filing and, to the extent possible, seek confidential treatment for such
portions of the disclosure or filing as may be requested by the other party, or (b) to
persons associated with each party, including external directors, professional advisors or
consultants, these associated persons shall sign a confidentiality or non-disclosure
agreement, prior to the disclosure, with the same terms as are set out in this Section.
d. Each Party shall be jointly and severally responsible for any breach of the terms of this
provision by it or by its personnel and shall indemnify each Party and/or its customers,
subsidiaries, affiliates, directors, officers, employees or any third person for any damage
resulting from the disclosure or consequent unauthorized use of any Confidential
Information.
e. Without limiting the foregoing, each Party shall use utmost efforts to prevent any
unauthorized disclosure or use of Confidential Information, including the exercise of
necessary security measures and applying the degree of care which it applies to its own
Confidential Information, such as but not limited, to keeping all documents and other
materials bearing or incorporating any of the Confidential Information separate from all
other documents and materials.

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 f. Each Party shall disclose any information that a Party reasonably requests in order to verify
the other Party’s compliance with this Agreement.
g. Each Party agree that the duty of confidentiality established in this Agreement will
survive the expiration and/or termination of this Agreement, for any reason whatsoever.
h. Upon the termination of this Agreement, each Party undertakes to immediately return to the
other Party any and all information in tangible form, including but not limited to copies,
summaries, excerpts, extracts or other reproduction thereof as well as documents acquired in
the performance of the Services that may be in its possession.
i. The Parties agree to keep this Agreement confidential except as required by law or where
both parties consent in writing.
13. Intellectual Property Rights – The Supplier hereby unconditionally and completely assigns,
transfers, and conveys to Company, or its assign/s all rights, title, and interests in and to
all copyrightable material, notes, records, drawings, designs, inventions, improvements,
developments, discoveries, and trade secrets conceived, discovered, developed, or reduced to
practice by Supplier, solely or in collaboration with others, during the term of this Agreement and
in the course of the Supplier’s engagement with the Company that relate in any manner to
the business of Company that Supplier may be directed to undertake, investigate, or experiment
with or that Supplier may become associated with in work, investigation, or experimentation in
Company’s line of business in performing the assistance needed in the engagement (collectively,
the “Inventions”). Inventions are/shall become the sole property of Company. The Supplier also
hereby assigns fully to Company all Inventions and any copyrights, patents, utility models,
industrial designs, trademarks or other intellectual property rights relating to all Inventions.
Supplier likewise hereby irrevocably and unconditionally waives in favor of Company the moral
rights that the Supplier may have with respect to the Inventions.

14. Restrictions – The Supplier shall be absolutely restricted to perform the following:

a. Sell any goods directly to any of the Company’s employees, franchisees or the franchisees’
affiliates, including but not limited to any related companies, its owners and employees,
b. Supplier should not disclose the price of the goods and the terms agreed with the Company
c. All orders, both for company-owned and franchisees stores, will come directly from the
Company’s head office, unless otherwise stipulated.
d. Invoices and billing of the Supplier should be sent directly to the Company’s head office.
Documents such as delivery receipts provided to the stores should not contain any details
of price or terms agreed with the Company.

In case of any violation on this Section, the Supplier shall be liable to pay double the amount of
the items purchased from and delivered by the Supplier, without prejudice to any claim for
damages that the Company may have against the Supplier under applicable laws.

15. Non- Compete Clause – During the term of this Agreement and five (5) years thereafter, the
Supplier commits the following:

a. Not to engage or form a business in the same or similar business of the Company in the
Philippines;
b. Not to directly or indirectly, on its own behalf or on behalf of or in conjunction with any
person or legal entity, recruit, solicit, induce, or attempt to recruit, solicit, or induce any
employee of the Company, to terminate their employment relationship with the
Company;
c. Not to canvass or solicit any partners, distributors, suppliers, vendors, contractors or
consultants of the Company who were engaged by or associated with the Company, nor
proceed with any approach made by or on behalf of any such personnel, unless with the
Company’s prior written consent;
d. Not to solicit, either directly or indirectly, from any of the Company’s work or
franchisees or the latter’s affiliates which is connected with the services or which the
Supplier became aware of as a result of the engagement with the Company; and
e. Not to solicit, either directly or indirectly, any of the Company’s distributor/s or
prospective distributor/s introduced to the Supplier, or influence distributor/s to refrain
from using the Company’s services, whether by using the Supplier’s own services or any
other entity or person.

16. Exclusivity – The Company is not restricted to engage or contract with any other supplier.

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17. Severability - Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in
any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained
herein.

18. Entirety/Amendment. This Agreement constitutes the entire and only agreement of the parties and
effectively supersedes and cancels all of their previous, contemporaneous and existing agreements
and contracts. No amendment or modification of any of the provisions hereof shall be binding upon
the parties unless made in writing and signed by their duly authorized representatives.

19. Successors and Assigns. This Agreement will be binding upon the Supplier’s successors,
assigns, and other legal representatives and will be for the benefit of the Company, its successors,
and its assigns. The Supplier may not assign any of the rights, or delegate any of the obligations,
under this Agreement.

20. Waiver and Remedies - The failure to exercise any right provided in this Agreement shall not be
a waiver of prior or subsequent rights.

21. Governing Law/Venue Of Action. This Agreement shall be governed by the laws of the
Philippines without regard to its conflicts of law provisions. Any litigation arising from, or relating
or incidental to, this Agreement shall be filed exclusively in the proper courts of _________, to the
exclusion of any other applicable venue.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures this ____ day of
___________________ at _______________.

____________ _____________

By: By:

_________ _________
____ ________

William Ong How Jr.

Vice President

SIGNED IN THE PRESENCE OF:

______________________ _____________________

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REPUBLIC OF THE PHILIPPINES)
______________________________) S.S.

ACKNOWLEDGMENT

BEFORE ME, a Notary Public, this ______________, personally appeared the following -

Name Competent Evidence of Identity Place of Issue / Date of

Expiry

who were identified by me through competent evidence of identity to be the same persons who
executed the foregoing AGREEMENT and who acknowledged to me that the same is his/her free and
voluntary act and deed as well as the authorized act and deed of the principals represented.

WITNESS MY HAND AND SEAL at the place and on the date abovementioned.

NOTARY PUBLIC
Doc. No. ___;
Page No. ___;
Book No. ___;
Series of ___.