STREET KINGS TAKOYAKI FRANCHISE AGREEMENT

THIS FRANCHISE AGREEMENT (“Agreement”) is effective as of [DATE], 2021

(“Effective Date”) by STREET KINGS, a sole proprietorship organized and existing under Philippine
laws (“Franchisor”) and NAME OF FRANCHISEE (“Franchisee”).

RECITALS
A. Franchisor and its Affiliates (as defined below) own the System (as defined below)
for the Street Kings (as defined below); and
B. Franchisee is the owner of the Basic Cart/Kiosk (as defined below), and Franchisee
desires to operate the Basic Cart/Kiosk as a Street Kings and wishes to obtain a license to use the System
and the Proprietary Marks (as defined below) for that purpose; and
C. It is the intention of the parties that the Basic Cart/Kiosk, together with other Street
Kings will be part of a nationwide chain of Basic Cart/Kiosks providing distinctive, high-quality Basic
Cart/Kiosk services, and Franchisee agrees that it is important to operate the Basic Cart/Kiosk in strict
conformity with the System in order to enhance public acceptance of, and demand for, all Street Kings;
and
D. In agreeing to grant the non-exclusive license under this Agreement to Franchisee,
Franchisor is relying upon the business skill, financial capacity, and character of Franchisee and its
principals.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Franchisee and Franchisor agree as follows:

SECTION 1 DEFINITIONS
1.1 Definitions. The following terms when used in this Agreement have the following
meanings:
“Affiliate” means, for any Person, a Person that is related directly (or indirectly through
one or more intermediaries) Controlling, Controlled by, or under common Control with such Person.

“Approved Location” means the site described in Exhibit A to this Agreement.

“Basic Cart/Kiosk” means the Basic Cart/Kiosk and all land used in connection with
the Basic Cart/Kiosk located or to be located at the Approved Location, including: (i) the freehold or
long-term leasehold title to the Approved Location; and (ii) all improvements, structures, facilities,
entry and exit rights, parking, landscaping, and other appurtenances (including the Basic Cart/Kiosk
building, Public Facilities, and all operating systems) located at the Approved Location.
“Case Goods” means furniture and fixtures used in the Basic Cart/Kiosk, and its
Public Facilities, such as chairs, stools, tables, television sets, mirrors, pictures, wall decorations,
graphics and all other unspecified items of the same class.
“Competitor” means any Person that: (i) owns, has an interest in, or (ii) is an Affiliate,
principal, director, officer, or other individual with management responsibility of a Person that owns or
has an interest in a Basic Cart/Kiosk brand, trade name, trademark, system, or chain (a “Brand”) that is
comprised of at least two (2) full-service Basic Cart/Kiosks; provided, such Person will not be deemed to
be a Competitor if such Person has an interest in such Brand merely as a mere passive investor that has
no Control or influence over the business decisions concerning the Brand at issue, such as limited
partners in a partnership or as a mere non-Controlling stockholder in a corporation.
 “Confidential Information” means any or all of the following information: (i) any
Standards, documents, or trade secrets approved for use in the System or in the design, construction,
renovation or operation of the Basic Cart/Kiosk; (ii) any Electronic Systems and accompanying
documentation developed for the System or elements thereof; or (iii) any other confidential information,
knowledge, trade secrets, business information or know-how obtained through the use of any part of the
System or concerning the System or the operation of the Basic Cart/Kiosk.

“Data Protection Laws” means data protection and privacy laws and regulations in
each relevant jurisdiction.

“Franchisor Basic Cart/Kiosk Facilities” means all Basic Cart/Kiosks and eating facilities,
chains, brands, or Basic Cart/Kiosk systems owned, leased, under development, or operated or franchised,
now or in the future, by Franchisor or any of its Affiliates, including: (i) Street Kings; and (ii) any other Basic
Cart/Kiosk product or concept developed or utilized by Franchisor or any of its Affiliates in the future.

“Intellectual Property” means all of the following items, regardless of the form or medium
involved (e.g., paper, electronic, tape, tangible or intangible): (i) all Software, including the data and
information processed or stored by such Software; (ii) all Proprietary Marks; and (iii) all Confidential
Information and all other information, materials, and copyrightable or patentable subject matter
developed, acquired, licensed, or used by Franchisor or any of its Affiliates in the operation of the Basic
Cart/Kiosk or in any other Basic Cart/Kiosk in the System.

“Inventories” means (i) provisions in storerooms, refrigerators; (ii) beverages; (iii) other
merchandise intended for sale; (iv) fuel; (v) mechanical supplies; (vi) paper items; and (vii) other
expensed supplies and similar items.
“Licensed Marks” means one or more of the registered trademarks, registered service
marks, and registration applications, and any other Proprietary Mark designated in writing as a Licensed
Mark by Franchisor, all as may be changed, deleted, added to or otherwise modified by Franchisor in its
sole discretion.
“Marketing Materials” means all advertising, marketing, promotional, sales and
public relations concepts; press releases; materials; copy; concepts; plans; programs; brochures; or
other information to be released to the public whether in digital, electronic or computerized form, or in
any form of media now or hereafter developed.
“Other Mark(s)” means any trademark, trade name, symbol, slogan, design,
insignia, emblem, device, or service mark that is not a Proprietary Mark.
“Ownership Interest” means all forms of ownership of legal entities or property, both
legal and beneficial, voting and non-voting, including stock interests, partnership interests, limited
liability company membership or ownership interests, joint tenancy interests, leasehold interests,
proprietorship interests, trust beneficiary interests, proxy interests, power-of-attorney interests, and
all options, warrants, and any other forms of interest evidencing ownership or Control.
“Proprietary Marks” means the Licensed Marks, the name “Street Kings” in any form,
the Street Kings logo, and all other trademarks, trade names, trade dress, words, symbols, logos, slogans,
designs, insignia, emblems, devices, service marks, and indicia of origin (including Basic Cart/Kiosk
names, lounge names, or other outlet names), or combinations thereof, that are registered by Franchisor
or any of its Affiliates, or are used to identify or are otherwise associated by virtue of usage with Street
Kings,
all as may be changed, deleted, added to or otherwise modified by Franchisor in its sole discretion. The
term applies whether the Proprietary Marks are owned currently by Franchisor or any of its Affiliates, or
are later developed or acquired, and whether or not they are registered in any state, foreign country or in
the Philippine Patent and Trademark Office.
 “Public Facilities” means any dining facilities, Basic Cart/Kiosks, bars, lounges, and
all other similar public facilities at the Basic Cart/Kiosk.

“Quality Assurance Program” means the quality assurance program required by

Franchisor or its Affiliates for Street Kings as set forth in the Standards for evaluating or ensuring
compliance of Street Kings with the Standards.
“Software” means all computer software and accompanying documentation (including
all future enhancements, upgrades, additions, substitutions, and other modifications) provided to
Franchisee by or through Franchisor and/or third parties designated by Franchisor or its Affiliates
required for the operation of and connection to the applicable Electronic System.
“Standards” means Franchisor’s operating rules, manuals, standard operating and
other procedures, systems, guides, programs (including the Quality Assurance Program), requirements,
directives, standards, specifications, design criteria, and such other information, initiatives and controls
that are necessary for planning, constructing, renovating, refurbishing, and operating Street Kings, as
such may be modified, amended or supplemented by Franchisor or its Affiliates. The Standards may be
in paper or in electronic form (or with Franchisor’s prior approval take into account specific
characteristics and conditions of the local market).
“System” means the Standards, Confidential Information and other distinctive,
distinguishing elements or characteristics that Franchisor or its Affiliates have developed, designated or
authorized for the operation of Street Kings, including advertising programs and training.
“Street Kings” means the group of Basic Cart/Kiosks serving Street Kings Takoyaki and
other food products known, as of the Effective Date, as “Street Kings Takoyaki”, which Basic
Cart/Kiosks are operated by any approved party under the System or are designated by Franchisor as
“Street Kings”. Franchisor or its Affiliates may elect to increase or decrease the number of “Street
Kings.”
“Taxes” means all taxes (including any sales, gross receipts, value-added or goods and
services taxes), levies, charges, impositions, stamp or other duties, fees, deductions, withholdings or other
payments levied or assessed by any competent governmental authority, including by any federal, national,
state, provincial, local, or other tax authority.
“Transfer” means any sale, conveyance, assignment, exchange, pledge, encumbrance,
lease or other transfer or disposition, directly or indirectly, voluntarily or involuntarily, absolutely or
conditionally, by operation of law or otherwise. For purposes of determining whether a Transfer or
change of Control has occurred, any prior Transfers of an Ownership Interest to the same Person or
an Affiliate of such Person may be considered together.

“Travel Expenses” means all reasonable and documented travel, food and lodging, living,
and other out-of-pocket costs and expenses.

SECTION 2 LICENSE
2.1 Limited Grant. Upon the terms and conditions of this Agreement, Franchisor hereby grants to
Franchisee the non-exclusive license to use the Licensed Marks and the System and the right to operate
the Basic Cart/Kiosk as a Street Kings solely at the Approved Location. Franchisee agrees: (i) to operate
the Basic Cart/Kiosk as a Street Kings in accordance with the System and this Agreement as and when
authorized by Franchisor under this Agreement; and (ii) to identify or name the Basic Cart/Kiosk in
accordance with the Standards.
2.2 Franchisor’s Reserved Rights.
Franchisee agrees that, except as set forth below in Section 2.3: (i) Franchisor and its Affiliates retain the
right to develop, promote, construct, own, lease, acquire and/or operate, or authorize or otherwise license
or franchise to other Persons the right to develop, promote, construct, own, lease, acquire and/or operate:
(a) Franchisor Basic Cart/Kiosk Facilities; (b) Basic Cart/Kiosks; and (c) other business operations; (ii)
Franchisor or its Affiliates may exercise such right without notice to Franchisee and (iii) Franchisee is
not entitled to any protected territory, territorial rights or exclusivity. Franchisee covenants that it will
not interfere with the exercise of such right by Franchisor or any of its Affiliates.
2.3 Restricted Territory. Neither Franchisor nor any of its Affiliates shall open for business to the
public, grant a franchise or license or otherwise authorize any other Person to open for business to the
public, a Street Kings during the Initial Term and any subsequent Renewal Term, within the area
designated on the attached Exhibit B (the “Restricted Territory”). The restrictions set forth in this Section
2.3 shall not apply to (i) any future Basic Cart/Kiosk product developed by Franchisor or one of its
Affiliates that is not included within the System; or (ii) to any Basic Cart/Kiosks (whether under
development or already in operation) included in any Basic Cart/Kiosk chain acquisition.

SECTION 3 FEES
3.1 Initial Franchise Fee. The initial franchise fee in consideration of Franchisor’s investigation,
review and approval process, inclusions and other administrative functions and undertakings in
connection with this Agreement is a non-refundable amount of ONE HUNDRED FORTY
THOUSAND PESOS (Php 140,000.00) (the “Initial Franchise Fee”). In cases of renewal of franchise
(“Renewal Term”), a renewal fee in the amount of THIRTY THOUSAND PESOS (Php. 30,000.00)
shall be collected by the Franchisor or its affiliate from the Franchisee.
3.2 Royalty Fees.

Franchisee shall pay Franchisor an annual royalty with rate of FIVE THOUSAND PESOS (Php.
5,000.00) (the “Royalty Fee”).
3.3 Making of Payments and Performance of Services. Payments due to Franchisor or its
Affiliates will be paid by any means convenient to both parties or such other method as Franchisor
approves to the accounts designated by Franchisor. Franchisor has the right to have any service or
obligation of Franchisor under this Agreement be performed by an Affiliate of Franchisor. Franchisor
also has the right to designate that payment be made to one of its Affiliates instead of Franchisor, and,
provided that such designation is in writing, Franchisee must make such payments as designated. All
payments will be made subject to applicable withholding and other taxes.
3.4 Late Fee and Interest on Late Payments. If any payment by Franchisee to Franchisor pursuant
to this Agreement is not received within seven (7) days following its due date, such payment will be
deemed overdue, and Franchisee must pay to Franchisor, in addition to the overdue amount, an interest
equal to SIX percent (6%) on such overdue amounts.
3.5 Taxes. Franchisee must promptly pay when due all Taxes levied or assessed by any Tax
authority relating to the Basic Cart/Kiosk, Franchisee, this Agreement, any other agreement or in
connection with operating the Basic Cart/Kiosk.

SECTION 4 TERM AND RENEWAL

4.1 Term and Renewal. The term of this Agreement shall begin on the date first set forth above
and shall expire on the date that is THREE (3) years after the Effective Date (the “ Initial Term”). The
term will automatically renew for an additional THREE (3) year period unless a party chooses not to
renew by submitting written notice to the other party at least SIX (6) months prior to the expiration of
the then current term (each such term, a “Renewal Term” and together with the Initial Term, the
“Term”).
SECTION 5 CONSTRUCTION; SOURCING AND DESIGN APPROVALS
5.1 Construction, Conversion, and Renovation of the Basic Cart/Kiosk. Franchisor, at its expense,
must start and complete in a timely fashion and to Franchisor’s satisfaction the construction or renovation, as
the case may be, of the Basic Cart/Kiosk in accordance with (i) Exhibit A, and (ii) the Standards.

5.2 Supplies and Signage.

(a) Franchisee must use only such signs and Inventories that conform to the
Standards and are purchased from a vendor, supplier or manufacturer designated as “approved” by
Franchisor. Franchisor may designate approved vendors and suppliers, including Franchisor or any of its
Affiliates, as the only approved supplier for certain items. The requirements imposed by this Section 5.2
are to insure that the Inventories, and other items used by Street Kings will be uniform and of high-
quality, and Franchisee agrees that the restrictions imposed on Franchisee in this Section 5.2 constitute
the measures necessary to maintain the identity, integrity and reputation of the System.
(b) Franchisee must prominently display in, on, and around the Basic Cart/Kiosk
signs using the Licensed Marks and other advertising signs of such nature, form, color, number,
location, and size, and containing such material, as Franchisor provides in the Standards or otherwise
approves. All signs will comply with all Applicable Law. Franchisee must not display in or upon the
Basic Cart/Kiosk premises or elsewhere, any sign or Marketing Materials of any kind that does not
comply with Section 6 or to which Franchisor objects.
5.3 Design Approval.
(a) If Franchisee elects or is required by this Agreement (including, pursuant to
Section 10) to perform construction work or significant renovations or refurbishment of the Basic
Cart/Kiosk affecting the design, character, or appearance of the Basic Cart/Kiosk, Franchisee will obtain
the prior approval of Franchisor that any such construction work or significant renovations or
refurbishment complies with the Standards and the requirements set forth in Section 5. Prior to
commencing such construction, renovation, or refurbishment, Franchisee will engage a qualified
designer and other qualified consultants and cause them to prepare and submit to Franchisor for its
review and approval for compliance with the Standards, complete design drawings and specifications
based on the Standards. If such drawings and specifications are not approved by Franchisor, Franchisor
will provide recommendations to Franchisee related to the Standards that Franchisee must incorporate
into such designs and drawings. Once approved, no changes will be made to any design, drawings, and
specifications previously approved by Franchisor without Franchisee re-submitting such changes to
Franchisor for its review and approval. Each party will act promptly in the preparation, submission,
approval, and revision of all of said design drawings and specifications.
(b) Franchisee agrees that Franchisee, and not Franchisor or its Affiliates, is
responsible for: (i) ensuring that any design, working drawings, specifications, construction, renovation,
or refurbishment complies with any Applicable Law, including any requirements relating to disabled
persons; (ii) any errors or omissions; or (iii) discrepancies (of any nature) in any drawings or
specifications. Franchisor’s review and approval under this Section 5.3 is limited solely to confirming
Franchisee’s compliance with the Standards. Except for Franchisee’s own uses related to its construction
or operation of the Basic Cart/Kiosk, Franchisee must not reproduce, use or permit the use of any of the
design concepts, drawings, or Standards without the prior approval of Franchisor.

SECTION 6 ADVERTISING AND MARKETING

General. Franchisee will prominently use and display, in connection with the Basic Cart/Kiosk,
(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.
SECTION 7 ELECTRONIC SYSTEMS
7.1 Systems Installation. Franchisor may provide to Franchisee the specifications for the
Electronic Systems and other systems required to be utilized at the Basic Cart/Kiosk. Franchisee must,
at its expense: purchase or lease, install, maintain, and use at the Basic Cart/Kiosk all Electronic
Systems necessary for the proper and efficient utilization and operation of such systems.
7.2 Electronic Systems Provided Under License. The Electronic Systems will remain the sole
property of any third party vendors, as applicable. Franchisee will at all times treat the Electronic
Systems as confidential. Franchisee acknowledges that the Electronic Systems will be modified,
enhanced, replaced, become obsolete, and that new Electronic Systems will be created to meet the needs
of the System and Basic Cart/Kiosks operating in it and the continual changes in technology. Franchisee
agrees that Franchisee shall, at its expense, purchase, install, maintain and use the Electronic Systems
required by Franchisor during the Term of this Agreement by Franchisor, and (ii) such other trade
names, trademarks, logos, and designs as may be provided, approved, or required by Franchisor.

SECTION 7 ELECTRONIC SYSTEMS

7.1 Systems Installation. Franchisor may provide to Franchisee the specifications for the
Electronic Systems and other systems required to be utilized at the Basic Cart/Kiosk. Franchisee must,
at its expense: purchase or lease, install, maintain, and use at the Basic Cart/Kiosk all Electronic
Systems necessary for the proper and efficient utilization and operation of such systems.
7.2 Electronic Systems Provided Under License. The Electronic Systems will remain the sole
property of any third party vendors, as applicable. Franchisee will at all times treat the Electronic
Systems as confidential. Franchisee acknowledges that the Electronic Systems will be modified,
enhanced, replaced, become obsolete, and that new Electronic Systems will be created to meet the needs
of the System and Basic Cart/Kiosks operating in it and the continual changes in technology. Franchisee
agrees that Franchisee shall, at its expense, purchase, install, maintain and use the Electronic Systems
required by Franchisor during the Term of this Agreement.

SECTION 8 OPERATIONS
8.1 Operating the Basic Cart/Kiosk. Franchisee will operate the Basic Cart/Kiosk using the
System and in compliance with Standards in such a manner as to provide courteous, uniform, respectable,
and high-quality lodging, food and beverage, and other services and conveniences to the public.
Franchisee will maintain a high moral and ethical standard and atmosphere at the Basic Cart/Kiosk.
Franchisee will comply with all of the terms of this Agreement and will:
(a) Permit the duly authorized representatives of Franchisor to: (i) enter
Franchisee’s facilities and inspect same at all reasonable times to confirm that Franchisee is complying
with the terms of this Agreement and the Standards, and operating in compliance with the System; and
(ii) test any and all equipment, food products, and supplies located at the Basic Cart/Kiosk;

(b) Fully participate in all complaint resolution programs specified in the Standards;
(c) Except as otherwise set forth herein, make when due all payments in
accordance with the terms of all contracts, agreements, and invoices, except for payments that are
disputed by Franchisee in good faith;
(d) Offering or selling services or products from or through the Basic Cart/Kiosk
that have not been previously authorized by Franchisor; and
(e) If Franchisor makes available for Franchisee’s use certain of Franchisor’s
trademarked food and beverage items, Franchisee will prepare such trademarked items strictly in
accordance with the specifications, recipes, and formulas supplied by Franchisor (Franchisee’s right
to use such trademarked food and beverage items may be revoked by Franchisor at any time).
 8.2 Initial package inclusion.

(a) 56 holes heavy duty Takoyaki machine;

(b) 1000 grams Aonori powder;
(c) 20 Kilos Takoyaki Flour;
(d) 6 bottles of Takoyaki sauce;
(e) 1000 grams Bonito flakes;
(f) Takoyaki Box;
(g) Measuring cup;
(h) Chopsticks;
(i) Takoyaki lantern;
(j) Canister;
(k) Sause dispenser;
(l) Whisk;
(m) Pitcher;
(n) Chest freezer;
(o) Batter container;
(p) 2 sets uniforms;
(q) 2-day training of staff;
(r) 4-wheel Cart (wood frame, marine plywood sidewalls, gloss paint finish,
panalex, sticker on sintra, with cash drawer and cabinet) and signage.

8.3 Raw supplies.

Initial raw supplies not listed under Section 8.2, such as fresh or frozen octopus, including
baby octopus, among others, are to be exclusively supplied by the Franchisor for a fee. Raw
supplies shall also include those items from (a) to (f) of Section 8.2, and the Franchisee shall
inform the Franchisor of the required raw supplies within reasonable time or TWO (2) weeks
prior whichever is earlier. The Franchisor shall exclusively supply the Franchisee fresh /frozen
octopus, including baby octopus at the minimum order amount of SEVEN THOUSAND PESOS
(Php. 7,000.00) every TWO (2) WEEKS or earlier. All raw supplies are for pick up at the main
branch.

8.3 Employees.
(a) Franchisee must employ suitable individuals as a general manager and other
managers and qualified personnel sufficient to staff all positions at the Basic Cart/Kiosk as required by
the Standards or Franchisor. Franchisee must use its best efforts to ensure that Franchisee’s employees:
(i) at all times conduct themselves in a competent and courteous manner in accordance with the image
and reputation of Franchisor and the System; and (ii) maintain a neat and clean appearance and render
competent, sober, and courteous service to all Persons at all times, wearing uniforms designated or
approved by Franchisor.
(b) Franchisee agrees that Franchisor has the right to communicate directly with the
general manager and the other managers at the Basic Cart/Kiosk regarding day-to-day operations of the
Basic Cart/Kiosk, and such communications will be deemed made to Franchisee, as the agents of
Franchisee. Franchisee authorizes Franchisor to rely on the statements of such managers as to matters
relating to the operation of the Basic Cart/Kiosk.

(c) Unless the employee in question first solicits Franchisee or Franchisor (as
applicable), neither Franchisee nor Franchisor will seek to employ or employ any person who is
employed by the other without obtaining the other party’s prior written consent.
 8.3 Employees.
(c) Franchisee must employ suitable individuals as a general manager and other
managers and qualified personnel sufficient to staff all positions at the Basic Cart/Kiosk as required by
the Standards or Franchisor. Franchisee must use its best efforts to ensure that Franchisee’s employees:
(i) at all times conduct themselves in a competent and courteous manner in accordance with the image
and reputation of Franchisor and the System; and (ii) maintain a neat and clean appearance and render
competent, sober, and courteous service to all Persons at all times, wearing uniforms designated or
approved by Franchisor.
(d) Franchisee agrees that Franchisor has the right to communicate directly with the
general manager and the other managers at the Basic Cart/Kiosk regarding day-to-day operations of the
Basic Cart/Kiosk, and such communications will be deemed made to Franchisee, as the agents of
Franchisee. Franchisee authorizes Franchisor to rely on the statements of such managers as to matters
relating to the operation of the Basic Cart/Kiosk.

(d) Unless the employee in question first solicits Franchisee or Franchisor (as
applicable), neither Franchisee nor Franchisor will seek to employ or employ any person who is
employed by the other without obtaining the other party’s prior written consent.

SECTION 9 PROPRIETARY MARKS AND INTELLECTUAL PROPERTY

9.1 Franchisor’s Representations and Responsibility Regarding Ownership and Use.
(a) Franchisor represents with respect to the Licensed Marks that (i) Franchisor and
its Affiliates are the owners of all right, title, and interest in and to the Licensed Marks or have the right
to grant Franchisee’s use thereof in accordance with this Agreement; and (ii) Franchisor will take all steps
reasonably necessary to preserve and protect the ownership and validity of the Licensed Marks; provided,
however, this provision will not require Franchisor to maintain any registration for the Licensed Marks
that Franchisor determines, in its sole discretion, cannot or should not be maintained.
(b) Subject to Franchisee’s compliance with the terms of this Agreement, Franchisor
will indemnify and hold Franchisee harmless against claims that Franchisee’s use of the Licensed Marks,
infringes upon the rights of any third party unrelated to Franchisee; so long as, Franchisee gives
immediate written notice of any such claim to Franchisor, permits Franchisor to have sole control over the
defense or settlement of the claim, and cooperates fully with Franchisor in defending or settling the claim.

(c) A royalty fee of THREE HUNDRED PESOS (Php. 300.00) per day whenever
the Franchisee used any proprietary marks of the Franchisor in any trade or food events. Such fee may be
waived upon approval of the Franchisor.

9.2 Franchisee’s Use of System and Intellectual Property.

(a) With respect to Franchisee’s use of the System and Intellectual Property under
this Agreement:
(1) Franchisee will use the System and Intellectual Property only for such
uses regarding the operation of the Basic Cart/Kiosk as are expressly authorized under this Agreement
or otherwise authorized by Franchisor and only in the form and manner authorized by Franchisor, and
any use thereof not so authorized will constitute an infringement of Franchisor’s rights as well as a
material default of this Agreement.
(2) Franchisee does not have any right to and will not Transfer, sublicense,
or allow any Person to use any of the Intellectual Property, except as set forth in this Agreement.
(3) Franchisee will not use the Intellectual Property to incur any
obligation or indebtedness on behalf of Franchisor or any of its Affiliates.
 (b) Franchisee agrees that:
(1) Franchisor and its Affiliates are, in the aggregate, the owners or licensees
of all right, title, and interest in and to the Intellectual Property (other than Electronic Systems provided
by or licensed by third parties) and the goodwill associated with and symbolized by the Proprietary
Marks.
(2) The Proprietary Marks are valid and serve to identify the System
and those who hold rights to operate Basic Cart/Kiosks under the System.

(3) During the Term and thereafter, Franchisee will not directly or indirectly
(i) attack the ownership, title or rights of Franchisor or its Affiliates in and to any part of the System or
Intellectual Property, including the Proprietary Marks; (ii) contest the validity of any part of the
Intellectual Property, including the Proprietary Marks, or the right of Franchisor to grant to Franchisee
the use of the System and Intellectual Property, including the Proprietary Marks (other than Electronic
Systems provided by or licensed by third parties) in accordance with this Agreement; (iii) take any action
or refrain from taking any action that could impair, jeopardize, violate, or infringe the Intellectual
Property, including the Proprietary Marks; (iv) claim adversely to Franchisor or its Affiliates any right,
title, or interest in and to the Intellectual Property, including the Proprietary Marks; or (v) misuse or harm
or bring into dispute the Intellectual Property, including the Proprietary Marks. All goodwill arising from
Franchisee’s use of the Intellectual Property (other than Electronic Systems provided by or licensed by
third parties) and any other aspect of the System will inure solely and exclusively to Franchisor’s benefit,
and upon expiration or termination of this Agreement, no monetary amount will be assigned as
attributable to any goodwill associated with Franchisee’s use of the Intellectual Property or any other
aspect of the System.

SECTION 10 CONFIDENTIAL INFORMATION; DATA PROTECTION LAWS

10.1 Confidential Information. Franchisee will not during the Term or thereafter, without
Franchisor’s prior consent, which consent may be granted or withheld in Franchisor’s sole discretion,
copy, duplicate, record, reproduce, in whole or in part, or otherwise transmit or make available to any
“unauthorized” Person (see below) any Confidential Information. Franchisee may divulge such
Confidential Information only to such of Franchisee’s employees or agents as require access to it in
order to operate the Basic Cart/Kiosk; provided, that such employees or agents are apprised of the
confidential nature of such information before it is divulged to them and agree to comply with
confidentiality obligations substantially similar to those listed above. All other Persons are
“unauthorized” for purposes of this Agreement. Franchisee agrees that the Confidential Information
has commercial value and is not publicly available. Franchisee further agrees that Franchisor and its
Affiliates have taken measures to maintain its confidentiality, and, as such, the Confidential
Information is proprietary and a trade secret of Franchisor and its Affiliates.

Franchisee will be liable to Franchisor for any breaches of the confidentiality obligations in
this Section 10.1 by its employees and agents. Franchisee will maintain the Confidential Information
in a safe and secure location and will immediately report to Franchisor the theft or loss of all or any
part of the Confidential Information.

SECTION 11 INDEMNIFICATION AND INSURANCE

11.1 Indemnification. Franchisee must and hereby does indemnify, defend, and hold harmless
Franchisor and its Affiliates, their officers, directors, agents and employees, and their respective
successors and assigns, from and against all losses, costs, liabilities, damages, claims, and expenses of
every kind and description, including allegations of negligence by Franchisor and its Affiliates and their
officers, employees, and agents, to the fullest extent permitted by Applicable Law, and including
reasonable attorneys’ fees, arising out of or resulting from: (i) the unauthorized use of the Proprietary
Marks; (ii) the violation of Applicable Law; or (iii) the construction, renovation, upgrading, alteration,
remodeling, repair, operation, or use of the Basic Cart/Kiosk or the Approved Location or of any other
business conducted on,

related to, or in connection with the Basic Cart/Kiosk by Franchisee or any Person acting for or on behalf
of Franchisee. Franchisee must promptly give notice to Franchisor of any action, suit, proceeding, claim,
demand, inquiry, or investigation related to the foregoing. Franchisee shall not be required to indemnify
Franchisor for claims in which Franchisor, its Affiliates or their respective officers, employees or agents
are found to be solely responsible by final non-appealable judicial decision for such damages or losses
based upon such person's or entity's willful misconduct or gross negligence. Franchisor will in any event
have the right, through counsel of its choice, at Franchisee’s expense, to control the defense or response
to any such action to the extent such action affects the interests of Franchisor, and such undertaking by
Franchisor will not, in any manner or form, diminish Franchisee’s obligations to Franchisor hereunder.
Under no circumstances will Franchisor (or any of its Affiliates) be required or obligated to seek
recovery from third parties or otherwise mitigate its losses in order to maintain a claim under this
indemnification and against Franchisee, and the failure of Franchisor (or any of its Affiliates) to pursue
such recovery or mitigate a loss will in no way reduce the amounts recoverable by Franchisor from
Franchisee. Franchisee’s obligations under this Section 11.1 will survive the termination or expiration of
this Agreement.

SECTION 12 TRANSFERABILITY OF INTERESTS

12.1Transfers by Franchisee.
Franchisee agrees that Franchisee’s rights and duties stated in this Agreement are
personal to Franchisee, and that Franchisor has entered into this Agreement in reliance on the business
skill, financial capacity, and character of Franchisee and its principals and Affiliates. Accordingly, except
as otherwise provided in this Section 12, a Transfer of any Ownership Interest in Franchisee, the Basic
Cart/Kiosk, or a Transfer of any of Franchisee’s rights or obligations under this Agreement, or a Transfer
of or change of Control of Franchisee or in any Person that Controls Franchisee, without the prior written
approval of Franchisor, which approval may be withheld in Franchisor’s sole discretion, is prohibited and
shall be a breach of this Agreement.

12.2Transfer of Controlling Ownership Interests.

If Franchisee or any Person who directly or indirectly Controls Franchisee wishes to engage in a
transaction that will result in a Transfer of the Basic Cart/Kiosk, Franchisee’s Ownership Interest in the
Basic Cart/Kiosk or a direct or indirect Controlling Ownership Interest in Franchisee (not otherwise
meeting the requirements of Section 12.1), Franchisee shall provide or cause to be provided notice of
such transaction to Franchisor, stating the full name and identity of all of the parties to the transaction
including the owners or holders of the Ownership Interests of such parties, the price or rental and the
terms and conditions of such proposed transaction together with all other information with respect thereto
that is reasonably requested by Franchisor and reasonably available to Franchisee. Within thirty (30) days
after receipt by Franchisor of such notice and required data.

SECTION 13 DEFAULT AND TERMINATION

13.1 General. Franchisor may terminate this Agreement for any breach of this Agreement by
giving Franchisee notice of default and termination as set forth in this Section 17. Any notice of default
or any decision not to place Franchisee in default at any given time shall not prejudice any rights of
Franchisor under this Agreement, and Franchisor may, in its sole discretion, determine when to exercise
its rights under this Section 13.

13.2 Termination by the Franchisee. In cases of termination at the instance of the Franchisee and
before the expiration of this franchise agreement, the Franchisee shall be liable to pay liquidated
damages of THIRTY THOUSAND PESOS (Php. 30,000.00).
 13.3 Termination Upon Notice with Opportunity to Cure. Franchisor may terminate this
Agreement and all rights granted to Franchisee hereunder for the reasons set forth below if (i) Franchisor
gives Franchisee notice of default that provides fourteen (14) days for cure of the default (or such
greater number of days given by Franchisor in its sole discretion or required by Applicable Law) and
identifies the breach or breaches of this Agreement, and (ii) Franchisee fails to cure in the time and
manner specified in the notice of default or as specifically provided in this Section 13.3:
(a) Franchisee, as applicable, fails to do any of the following in a timely manner to
Franchisor’s satisfaction: (i) perform any of the requirements stated in Exhibit A by the dates required for
completion of such requirements; or (ii) begin or complete any renovation, repair, refurbishment,
upgrading or remodeling of the Basic Cart/Kiosk as required by Franchisor pursuant to Section 6 and
Section 10 or any Standards for the renovation, repair, refurbishment, upgrading or remodeling of the
Basic Cart/Kiosk.
(b) Franchisee and its Affiliates fail to pay any indebtedness to Franchisor or any of
its Affiliates when same becomes due and payable.
(c) Franchisee fails to comply with or satisfy the thresholds of performance
established by the Quality Assurance Program and such failure has not been cured within the
applicable cure period for such failure under the Quality Assurance Program.

SECTION 14 COMPLIANCE WITH LAWS; LEGAL ACTIONS

Compliance with Laws.
Franchisee must comply with all Applicable Law, and will obtain in a timely manner all
permits, certificates, and licenses necessary for the full and proper operation of the Basic Cart/Kiosk
and compliance with the Agreements. Franchisee must forward to Franchisor within seven (7) days of
Franchisee’s receipt copies of all inspection reports, warnings, certificates, and ratings issued by any
governmental entity related to the Basic Cart/Kiosk that indicate a material failure to meet or maintain
governmental standards regarding health or life safety or any other material violation of Applicable
Law that may adversely affect the operation or financial condition of the Basic Cart/Kiosk or
Franchisee.

Franchisee must, if required by Applicable Law, timely file, register, or report this Agreement or the
payments to be made hereunder, as applicable, to the appropriate governmental authorities having
jurisdiction over the Basic Cart/Kiosk or this Agreement. Franchisee must provide a copy of all materials
prepared in satisfaction of such Applicable Law to Franchisor for Franchisor’s approval prior to
furnishing such materials to any governmental authority.

SECTION 15 RELATIONSHIP OF PARTIES

15.1 Reasonable Business Judgment. Except where Franchisor has reserved “sole discretion” or
as otherwise indicated in this Agreement, Franchisor agrees to use Reasonable Business Judgment when
discharging its obligations or exercising its rights or discretion under this Agreement, including with
respect to any consents and approvals and the administration of Franchisor’s relationship with
Franchisee. Franchisee will have the burden of establishing that Franchisor failed to exercise Reasonable
Business Judgment, and neither the fact that Franchisor benefited economically from an action nor the
existence of other “reasonable” alternatives will, by themselves, establish such failure. To the extent that
any implied covenant, such as the implied covenant of good faith and fair dealing, or civil law duty of
good faith is applied to this Agreement, Franchisor and Franchisee intend that Franchisor will not have
violated such covenant or duty if Franchisor has exercised Reasonable Business Judgment.
15.2 Independent Contractor. This Agreement does not create a fiduciary relationship between
Franchisor and Franchisee. Franchisee is an independent contractor, and nothing in this Agreement is
intended to constitute either party as an agent, legal representative, subsidiary, joint venturer, partner,
employee, or servant of the other for any purpose. Nothing in this Agreement authorizes Franchisee to
make any contract, agreement, warranty, or representation on Franchisor’s behalf or to incur any debt or
other obligation in Franchisor’s name. Injury and damages of any forms incurred by the Franchisee
against third persons shall be its own liability and nothing in this agreement, whether express or implied,
shall make the Franchisor or any of its affiliates as solidary or jointly liable to the same.

SECTION 16 GOVERNING LAW; DISPUTE RESOLUTION

16.1 Governing Law. This Agreement is executed pursuant to, and will be construed under and
governed exclusively by, the laws of the Philippines.

16.2 Costs of Enforcement. If for any reason it becomes necessary for either party to initiate any
legal or equitable action to secure or protect its rights under this Agreement, the prevailing party will be
entitled to recover all costs incurred by it in successfully enforcing said rights, including reasonable
attorneys’ fees.
16.3 Arbitration.
(a) Any dispute, controversy, or claim arising out of or relating to this Agreement or
the breach thereof shall be settled by arbitration. The arbitration shall be administered by an arbitration
agency as provided for by law. Any judgment rendered by the Arbitrator may be entered in any court
having jurisdiction thereof. The costs of the arbitration will be borne equally by the parties..
(b) Notwithstanding the arbitration clause in Section 22.5(a), Franchisor may bring
an action for injunctive relief in any court having jurisdiction to enforce Franchisor’s trademarks or
proprietary rights, the covenants not to compete, or the restriction on disclosure of Confidential
Information in order to avoid irreparable harm to Franchisor, Franchisor’s Affiliates, and the System as a
whole. Franchisor may, without waiving any rights it has under this Agreement, seek from a court having
jurisdiction any interim or provisional relief that may be necessary to protect its rights or property
(including any aspect of the System, or any reason concerning the safety of the Basic Cart/Kiosk or the
health and welfare of any of the Basic Cart/Kiosk’s guests, invitees or employees).
(c) The provisions of this Section 16.3 will survive the expiration or termination of
this Agreement.

SECTION 17 MISCELLANEOUS
Construction and Severability.
Except as expressly provided to the contrary in this Agreement, each section,
part, term and/or provision of this Agreement (including, Section 16), will be considered severable; and
if, for any reason any section, part, term, or provision is determined to be invalid, unenforceable or
contrary to, or in conflict with, any existing or future Applicable Law or by an arbitral tribunal, court or
agency having valid jurisdiction, such will not impair the operation of, or have any other effect upon,
such other sections, parts, terms, and provisions of this Agreement as may remain otherwise intelligible,
and the latter will continue to be given full force and effect and bind Franchisor and Franchisee; and said
invalid or unenforceable sections, parts, terms, or provisions will be deemed to be replaced with a
provision that is valid and enforceable and most nearly reflects the original intent of the invalid or
unenforceable provision.

SECTION 18 REPRESENTATIONS, WARRANTIES AND COVENANTS

18.1 Existence and Power. Franchisee represents, warrants and covenants that: (i) it is a legal
entity duly formed, validly existing, and in good standing under the laws of the jurisdiction of its
formation; (ii) it and its Affiliates have and will continue to have throughout the Term hereof the ability
to perform its obligations under this Agreement; and (iii) it has and will continue to have throughout the
Term hereof all necessary power and authority to execute and deliver this Agreement.
 18.2 Authorization. Franchisee represents, warrants and covenants that the execution and
delivery of this Agreement and the performance by Franchisee of its obligations hereunder: (i) have been
duly authorized by all necessary action; (ii) do not require the consent, vote, or approval of any third
parties (including lenders) except for such consents as have been properly obtained; and (iii) do not and
will not contravene, violate, result in a breach of, or constitute a default under (a) its certificate of
formation, operating agreement, articles of incorporation, by-laws, or other governing documents, (b)
any Applicable Law; or (c) any agreement, indenture, contract, commitment, restriction or other
instrument to which it or any of its Affiliates is a party or by which it or any of its Affiliates is bound.
18.3 Contravention. Franchisee represents and warrants that all of the representations and
warranties in the application, and any information provided in addition to the application in connection
with this Agreement, is true, correct and complete as of the time made and as of the date hereof,
regardless of whether such was provided by Franchisee, one of its Affiliates, or by a third party on behalf
of Franchisee, unless Franchisee has notified Franchisor of a change in the representations and warranties
or the information and Franchisor has approved the change.
18.4 Ownership of the Basic Cart/Kiosk. Franchisee hereby represents, warrants and
covenants to Franchisor that (i) Franchisee is the sole owner of the Basic Cart/Kiosk and (ii)
Franchisee holds good and marketable fee title to the Approved Location.

18.5 Additional Franchisee Acknowledgments and Representations.

(a) FRANCHISEE AGREES THAT THE BUSINESS VENTURE
CONTEMPLATED BY THIS AGREEMENT INVOLVES SUBSTANTIAL BUSINESS RISKS, AND
ITS SUCCESS WILL BE LARGELY DEPENDENT UPON THE ABILITY OF FRANCHISEE AS AN
INDEPENDENT BUSINESS. FRANCHISOR EXPRESSLY DISCLAIMS THE MAKING OF, AND
FRANCHISEE AGREES FRANCHISEE HAS NOT RECEIVED, ANY WARRANTY OR
GUARANTEE, EXPRESS OR IMPLIED, AS TO THE POTENTIAL VOLUME, PROFITS, OR
SUCCESS OF THE BUSINESS VENTURE CONTEMPLATED BY THIS AGREEMENT. IF
FRANCHISOR FURNISHES ADVICE, CONSULTATION, TRAINING, OR OTHER FORMS OF
ASSISTANCE IN CONNECTION WITH THE BASIC CART/KIOSK WITH REGARD TO
MATTERS SUCH AS FINANCING, DESIGN, CONSTRUCTION, RENOVATION, MENU
PLANNING, OPERATION AND MANAGEMENT OF THE BASIC CART/KIOSK, FRANCHISOR
DOES NOT GUARANTEE OR ASSURE THE SUCCESS OR SATISFACTORY RESULT OF SUCH
MATTERS AND FRANCHISOR WILL NOT THEREBY INCUR ANY LIABILITY OR BE
RESPONSIBLE IN ANY WAY FOR ANY ERROR, OMISSION OR FAILURE OF WHATEVER
NATURE IN SUCH FINANCING, DESIGN, CONSTRUCTION, RENOVATION, MENU
PLANNING, OPERATION OR MANAGEMENT OF THE BASIC CART/KIOSK.

(b) FRANCHISEE AGREES THAT IT HAS READ AND UNDERSTOOD THE

DISCLOSURE DOCUMENT PROVIDED TO FRANCHISEE, THIS AGREEMENT, INCLUDING ALL
EXHIBITS, ATTACHMENTS AND ADDENDA, AND RELATED AGREEMENTS, IF ANY, AND
FRANCHISEE HAS HAD AMPLE TIME AND OPPORTUNITY TO CONSULT WITH ADVISORS
AND LEGAL COUNSEL OF FRANCHISEE’S OWN CHOOSING ABOUT THE POTENTIAL
BENEFITS AND RISKS OF ENTERING INTO THIS AGREEMENT. FRANCHISEE AGREES THAT
FRANCHISEE HAS HAD AN OPPORTUNITY TO NEGOTIATE, AND HAS FULLY NEGOTIATED,
THE ESSENTIAL STIPULATIONS OF THIS AGREEMENT AND THAT SUCH STIPULATIONS
WERE NOT UNILATERALLY IMPOSED ON IT BY FRANCHISOR.

IN WITNESS WHEREOF, the Franchisor and Franchisee have duly executed and delivered this
agreement this ____ day of______ 2021, at the _____________________.
 FRANCIS GONZALES _________________

STREET KINGS TAKOYAKI

FRANCHISOR FRANCHISEE

SUBSCRIBED and SWORN TO before me on the date and at the place indicated
below. The affiant exhibited to me his competent evidence of identity as indicated
above.

Signed this ________________ at __________________,

___________________, Philippines.

WITNESS MY HAND AND SEAL.

Notary Public

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