JLT BREAKTHROUGH REVOLUTION CORPORATION

FRANCHISE AGREEMENT

This Franchise agreement governs MITCH MONESA B. TISEKAR/IRIS CATHRINE B.

CORPORAL_license to operate an authorized VITA BELLA STORE TYPE COFFEE
STOP Franchise under the JLT Breakthrough Revolution Corporation umbrella. The
agreement is valid as of 28th day of AUGUST 2024 and will lasts for a period of TWO
(2) year.

• Unit 1201 Summit One Tower, Brgy Highway Hills, Shaw Boulevard
Mandaluyong City.
• www.breakthroughrevolution.com
• www.facebook.com/breakthroughrevcorp
• +6326210925

• Name: MITCH MONESA B. TISEKAR/IRIS CATHRINE B. CORPORAL

• VALID I.D # DL:043206475/PRC#0773100

• ADDRESS: 9 CAPE PDE POINT COOK VICTORIA AUSTRALIA
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 VITA BELLA FRANCHISE AGREEMENT

This FRANCHISE AGREEMENT is executed on 28TH DAY OF AUGUST in 1201

Summit One Tower, Brgy. Highway Hills Shaw Boulevard Mandaluyong City by and
between:

JLT BREAKTHROUGH REVOLUTION CORPORATION, a corporation

organized and existing under the laws of the Republic of the Philippines,
with business address at Unit 1201 Summit One Tower, Shaw Boulevard,
Mandaluyong City, represented by its Chief Operating Officer, Francis T.
Tolentino, hereinafter referred to as the “FRANCHISOR”;

MITCH MONESA B. TISEKAR/IRIS CATHRINE B. CORPORAL _of legal age,

single/married, Filipino, with residence at 9 CAPE PDE POINT COOK VICTORIA
AUSTRALIA hereinafter referred to as the “FRANCHISEE”.

WITNESSETH

WHEREAS, the FRANCHISOR developed a distinctive system of high-quality

coffee shops, a product brand hereinafter called “VITA BELLA FRANCHISE”.

WHEREAS, the FRANCHISEE desires the right to establish, own and operate a
Vita Bella Coffee Shop subject to and in accordance with all the terms and conditions of
this AGREEMENT, and in adherence and conformity to the SYSTEM STANDARDS.

WHEREAS, the FRANCHISOR wishes to grant the FRANCHISEE the rights

establish, own and operate a Vita Bella Coffee Shop at the SHOP PREMISES, subject to
and in accordance with all the terms and conditions of this AGREEMENT, and in
adherence and conformity to the SYSTEM STANDARDS.

WHEREAS, the FRANCHISEE, by paying an initial deposit or any portion of the

franchise fee thru online means in the Order Request/Receipt form or otherwise, has
already undertaken to be bound by the terms and conditions stated in this Franchise
Agreement which shall govern the operations of the franchise business.

NOW, THEREFORE, for and in consideration of the foregoing premises, the

Parties hereby agree to the terms and conditions hereinafter set forth as follows:

ARTICLE I.
DEFINITION OF TERMS

1. For purposes of this FRANCHISE AGREEMENT, the following terms shall have the
following meanings:

a. VITA BELLA COFFEE shall mean Vita Bella Brand beverages, drinks, other
frozen dessert products and other food items, distributed under a license for
distribution and sale.

b. MARKS shall mean the Vita Bella name and trademarks, service marks, logos,
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trade dress, and other commercial symbols.

 c. SHOP shall mean the Vita Bella Coffee Shop established and operated by the
FRANCHISEE under the terms of this AGREEMENT. "SHOP" also includes any
facility used to store, handle or display food, or other items, which are sold or
used at the SHOP.
d. SHOP PREMISES shall mean the area or location approved and designated by
the FRANCHISOR (in accordance with Annex “A”) for the design and
construction of the SHOP (in accordance with Annex “B”).

ARTICLE II.
TERM, COMMENCEMENT, EXPIRATION AND RENEWAL

1. TERM – The franchise term is for a period of Two (2) years.

2. COMMENCEMENT OF OPERATIONS – The commencement date of operations

shall be the day the SHOP first opens for business.

3. EXPIRATION OF TERM – The expiration date is the day immediately before the
second anniversary of commencement date of operations. This AGREEMENT confers
no right to continuation, renewal, or a subsequent franchise agreement on or after the
EXPIRATION DATE.

4. RENEWAL
a. The FRANCHISEE shall have the opportunity to renew the contract for a
second two (2)-year term (the "RENEWAL TERM") subject to the mutual
agreement of the parties.
b. To renew the contract, the FRANCHISEE must make a request in writing, at
least sixty (60) days before the EXPIRATION DATE.
c. If the FRANCHISOR agrees to renew the franchise, the FRANCHISEE must
timely execute that RENEWAL AGREEMENT in accordance with the
FRANCHISOR’s current requirements.

ARTICLE III.
OBLIGATIONS OF THE FRANCHISOR

1. In consideration of the franchise fee, the FRANCHISOR shall:

a. Assist the FRANCHISEE in establishing efficient business operation and to
provide him with a Manual, the copyright of which shall at all times remain
the property of the FRANCHISOR;
b. Train the FRANCHISEE, his designated shop manager and one (1) additional
staff in the correct operation of the Business before the opening of the shop;
c. Upon the FRANCHISEE’s request, the FRANCHISOR may provide additional
or further trainings on business operation after the opening of the shop subject
to reasonable fees as may be determined by the FRANCHISOR;
d. Give the FRANCHISEE such reasonable continuing assistance and advice as
the FRANCHISOR considers necessary for the efficient running of the
Business;
e. Provide the FRANCHISEE with standard criteria for the design and
configuration of a typical VITA BELLA COFFEE SHOP;
f. Regularly and randomly inspect the SHOP during reasonable hours of day to
determine that it reasonably conforms to the plans and specifications.
g. Provide staff who will be providing assistance on the first two (2) days of
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operations;
 h. Provide and deliver the ingredients, products, and food items to the
FRANCHISEE. The FRANCHISOR will make its best effort to deliver these
items within one (1) week after order confirmation. However, it is the duty of
the FRANCHISEE to maintain proper stock levels to ensure continuous
operation and to accommodate potential delivery delays;
i. Process returns provided it meets the following return policies;
j. Provide the inclusions of the franchise as follows:

• Brand name/ trademarks

• Business Model
• Professional Training Support
• Professional Marketing Services
• Administrative System
• Quality Control
• Development Support
• Brand Standards
• Store Type Inclusions (Annex B 3)
• TWO (2) sets of crew uniform
• Ready to operate initial inventory
• Ready to Operate set of Equipment

ARTICLE IV.
OBLIGATIONS OF THE FRANCHISEE

1. The FRANCHISOR authorizes the FRANCHISEE to use the Marks in accordance with
and subject to the directions and limitations set by the FRANCHISOR as follows:

a. The Marks should be used solely for the purpose of promoting the Business
and in connection therewith;
b. The FRANCHISEE shall not prejudice or damage the goodwill in the Marks
nor the reputation of the FRANCHISOR;
c. Should the FRANCHISEE become aware of any infringement on the Marks
committed by any other party or any trading with Marks similar or identical to
the Marks, the FRANCHISEE shall immediately notify the FRANCHISOR
thereof;
d. The FRANCHISEE shall comply with all reasonable requirements from time to
time laid down by the FRANCHISOR as regards the use and presentation of
the Marks;
e. The FRANCHISEE shall avoid putting signages that are not approved by the
FRANCHISOR and those not in line with the company’s standards. Personal
signages made and displayed at store premises must first be approved by the
FRANCHISOR.

2. In order to maintain the uniform high standards of the VITA BELLA Coffee brand, and
to protect the FRANCHISOR’s intellectual property rights and maintain the common
identity and reputation of the franchise network, the FRANCHISEE hereby undertakes
to;

a. To carry on the Business under the Marks and no other name;

b. Not to carry on the Business from any location other than the Premises without
the FRANCHISOR’s prior written consent. The FRANCHISOR will review,
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assess and approve the location submitted by the FRANCHISEE. If deemed

 unqualified, the Franchisee may present several alternative locations, which
shall be pre-assessed and approved by the FRANCHISOR, for the
FRANCHISEE to consider.
c. Keep the area clean.
d. Limit the number of personnel entering the premises;
e. Non-employees entering the premises should also wear the brand’s associated
colors. Orange, Lime and fuchsia pink with outerwear Vita Bella aprons;
f. Ensure that accessories like electric fans and stools in the premises must be
colored black;
g. Ensure that the order counter must be free of any unsanctioned materials;
h. Ensure that all personnel employed at the shop shall at all times be clean and
tidily clothed in designated uniform.
i. Comply with the FRANCHISOR’s demands for improvement and changes in
the store area and prevent out-of-line practices in the store’s operations;
j. Be responsible for hiring and staffing;
k. Permit the FRANCHISOR, during the inspections, and/or his agent without
any further notice, to speak to customers and the FRANCHISEE’s staff about
the Services being provided by the FRANCHISEE in order to ensure
maintenance of standard operating procedures in all stores;
l. Adhere to the transparency of sales provision through the authorized sharing
portals;
m. Open and operate the business for at least six (6) days a week from Sunday to
Saturday;
n. Ensure that all literature, correspondence, and prominently displayed notice
board at the Premises shall state the fact that it is an independent
FRANCHISEE of the FRANCHISOR and is in no other way connected with
the latter; and
o. Indemnify and keep indemnified the FRANCHISOR from and against all loss
damage or liability suffered by it as a result of the FRANCHISEE’s acts or
omissions or those of his employees or agents.

3. The FRANCHISEE’s financial obligations:

a. A non-refundable franchise fee in the sum of Four Hundred Twenty-Eight
Thousand Eight Hundred Eighty-Eight Php 428,888 shall be paid by the
FRANCHISEE to the FRANCHISOR;
b. Payment of any portion of the franchise fee, including any prior deposit paid
online or otherwise, shall bind the FRANCHISEE to the terms and conditions
of this Franchise Agreement, as well as for the payment of any remaining
balance;
c. Added fees to cover additional expenses will be applied to provincial accounts.
Costs may vary.
d. The FRANCHISEE shall accurately report its GROSS SALES and other
information as the FRANCHISOR requires, on a regular basis as agreed, using
a form prescribed and supported by whatever documentation the
FRANCHISOR reasonable requires.
4. FRANCHISEE’s obligations on Accounting and Audit
a. The FRANCHISEE shall maintain proper books of accounts relating to the
business, employ a Chartered/Certified Accountant to prepare annual
accounts for the business, provide reports as required by the FRANCHISOR.
b. The FRANCHISOR or an authorized representative shall be entitled to inspect
and audit the books of account and all supporting documentation of the
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FRANCHISEE relating to the FRANCHISEE’s Business.

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 c. Sales reporting and auditing shall be facilitated by the authorized sharing of
portals and POS.
d. If the audit (or any other periodic inspection not being a full audit) shows that
the accounting of the FRANCHISEE as faulty or incorrect, the FRANCHISEE
undertakes promptly to rectify the defect.

5. FRANCHISEE’s obligation to immediately commence operations

a. After signing of the Franchise Agreement, designation of shop premises and
the turnover of the cart and products of VITA BELLA, the FRANCHISEE shall,
within a reasonable period of 24 months, commence operations of his/her
franchise business.
b. Should the FRANCHISEE be unable to commence operations without fault or
delay, he/she may sell, transfer or assign the franchise and its products, rights
and obligations to another buyer, transferee or assignee subject to the review,
approval and sound discretion of the FRANCHISOR.
c. The franchisee must fulfill all financial obligations within 24 months, upon first
payment.
d. The franchisee must open and establish their stores within 24 months from
payment.

6. In addition to the foregoing obligations, the FRANCHISEE shall comply with all the
laws and legal compliance in connection with and incidental to the operation of the
business.

ARTICLE V.
PROHIBITIONS AND PENALTIES

1. The following acts are strictly prohibited:

a. Selling of other products not within the VITA BELLA COFFEE SHOP menu is
prohibited, with the exemption of ice, tissue paper, and other food items pre-
approved by the FRANCHISOR;
b. Alteration of ingredients;
c. Alteration or adding to the menu;
d. Buying of ingredients from other entities or parties;
e. Creating another Facebook account for the franchise;

2. FRANCHISEEs not abiding with the operational procedures will be subject to

penalties as follows:
a. For any first two (2) violations of the prohibitions in par.1, a warning will be
issued with a notice directing the FRANCHISEE to correct the violation/s
within five (5) days from receipt thereof;
b. A penalty of ONE HUNDRED THOUSAND PESOS (Php100,000.00) with final
warning for non-compliance with the direction to correct the violation; or
c. Revocation of the franchise for non-compliance with the final warning or for
commission of a third violation of the prohibitions.

3. Non-ordering in four (4) month’s period will subject the FRANCHISEE to an

investigation. Penalties will be applied if and once violations are proven.
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 ARTICLE VI.
TERMINATION

1. The FRANCHISOR may terminate this Agreement forthwith by notice in writing to

the FRANCHISEE:
a. If the FRANCHISEE shall have committed any material breach of his
obligations and failed to remedy within twenty-eight days of the receipt of a
notice in writing;
b. If the FRANCHISEE files for bankruptcy;
c. If any sum or document required under the terms of this Agreement is not paid
or submitted at the latest within twenty-one days following its due date;
d. If the FRANCHISEE ceases or takes any steps to cease his business; or
e. If the FRANCHISEE challenges the FRANCHISOR’s intellectual property
rights.

2. The termination or expiry of this Agreement shall be without prejudice to any rights
and obligations conferred or imposed by this Agreement.

3. In the event of termination due to noncompliance and/or a material breach of contract,

the FRANCHISEE is liable to pay the FRANCHISOR the termination fee of ONE
HUNDRED THOUSAND PESOS (Php100,000.00). Any violation or non-performance
of the FRANCHISEE’s obligations stated in Article IV hereof constitutes material
breach.

ARTICLE VII.
POST TERMINATION

1. In the event of the expiration or termination of this Agreement howsoever arising. In

order to protect the FRANCHISOR’s intellectual property rights and reputation:
a. the FRANCHISEE shall forthwith return to the FRANCHISOR all stationery
and signs bearing the Marks then in its possession whether or not supplied by
the FRANCHISOR;
b. the FRANCHISEE shall forthwith return to the FRANCHISOR everything
provided for in the inclusions of the franchise including but not limited to
additional equipment gratuitously provided by the FRANCHISOR which are
not otherwise included as products nor included in the franchise package as
expenses for the franchise fee.

2. The FRANCHISEE shall not at any time thereafter:

a. disclose or use any confidential information related to the business acquired
by him during or as a result of this;
b. make any use of the Marks;
c. purport to be a FRANCHISEE of or otherwise associated with the
FRANCHISOR;
d. use any recommendation or reference provided as a result of his work as a
FRANCHISEE;

3. The FRANCHISEE shall not, for a period of one (1) year, thereafter directly or
indirectly participate, be engaged, concerned, or interested in a business that
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competes with the VITA BELLA COFFEE brand, which operates within a radius of
 sixteen kilometers (16km) from any other shop premises or businesses of the
FRANCHISOR or other FRANCHISEES. This restriction does not apply to a
"carinderia," which is a small-scale, local eatery that primarily serves traditional,
homemade meals and does not focus on selling coffee or similar beverages as a
primary product.

ARTICLE VIII.
COPYRIGHT

1. The copyright and all other rights in the text of the Manual photographs all other
documents supplied by the FRANCHISOR and all trade secrets or confidential
information contained therein are the property of the FRANCHISOR.

2. For purposes of this Clause:

a. The Manual includes the Manual as originally provided to the FRANCHISEE
together with all additions and amendments thereto from time to time;
b. Trade secrets or confidential information provided to the FRANCHISEE from
time to time by memorandum or any other medium or correspondence are
included within the scope of this Article.

ARTICLE IX.
MISCELLANEOUS

1. Entire agreement – This Agreement and the Manual expresses the entire agreement
between the parties hereto which supersedes any other and conflicting negotiations or
agreements on the subject matter hereof and that:
a. the parties confirm that the whole of their negotiations and intentions have
been included herein;
b. the FRANCHISEE, having been informed of the terms and conditions of the
franchise in the Order Receipt online form and the Order Policy on non-
issuance of monetary refunds, have already agreed to be bound by the terms
and conditions of the franchise as set forth herein upon making such deposits
or payments online prior to the execution of this Franchise Agreement;
c. a FRANCHISEE who makes a deposit or pays in full simultaneously with the
execution of this Agreement shall likewise be bound to the covenants stated
herein, as well as the applicable and consistent terms of the Order Receipt and
Order Policy reproduced herein;
d. any extraneous agreement or covenant that may be made with third parties
including but not limited to independent distributors or other agents, as the
case may be, made before, during or after execution of this Franchise
Agreement, in relation to matters and terms of the franchise, shall be
ineffective and shall in no way bind the parties hereto without their express
written consent; and
e. there are no warranties, representations or other matters relied upon by the
FRANCHISEE causing his signature hereto which have not been satisfied
herein;

2. Amendment – This Agreement shall not be modified or amended in any way except
by a written instrument signed by both parties hereto, which shall be attached to this
original Agreement and shall form an integral part hereof.
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3. Waiver – Waiver by the FRANCHISOR of any particular default by the FRANCHISEE
shall not affect, impair or delay the FRANCHISOR’s rights in respect of any
subsequent default of any kind by the FRANCHISEE

4. Severability – If any item or provision contained in this Agreement or any part thereof
shall be declared or become unenforceable invalid or illegal for any reason, the
FRANCHISOR shall have the right to terminate this Agreement on thirty days’ notice
in writing to the FRANCHISEE.

5. Warranties – The FRANCHISEE shall make no statements representations or claims

and shall give no warranties to any customer or potential customers in respect of the
Business.

6. Improvements
a. The FRANCHISEE shall use all reasonable endeavors to conceive and develop
new and improved methods of carrying out the business and improvements
in the operating procedures and other additions or modifications to the
business model.; and
b. The FRANCHISEE shall give the FRANCHISOR the right of first refusal at a
fair price.

7. Force majeure – Force majeure events will render this Agreement suspended during
the period and until such period that the FRANCHISOR reasonably believes any party
to this agreement is prevented or hindered from complying with its obligations. If such
a period of suspension exceeds 180 days:
a. all money due to the FRANCHISOR shall be paid immediately; and
b. the FRANCHISEE shall immediately cease trading, until further notice from
the FRANCHISOR.

8. Arbitration – If any dispute arising between the parties hereto concerning the
construction interpretation or application of any of the provisions of this Agreement,
during or after the termination of this agreement, shall be referred to the arbitration of
a single arbitrator to be determined by the FRANCHISOR

9. Voluntariness and Mutual Understanding – In addition to the FRANCHISEE’s

undertaking to be bound by the Franchise Agreement upon making a deposit or full
payment of the franchise fee, thereby agreeing to the terms and conditions stated in
the Order Receipt and Order Policy, the foregoing terms and conditions stated herein
have been explained to the FRANCHISEE in a language known to him/her. By signing
this Agreement, the FRANCHISEE acknowledges that he/she has fully understood the
terms and conditions hereof, as well as the consequences and performance of mutual
obligations arising here from.

IN WITNESS WHEREOF, the parties hereunto affix their signatures on

______________ at ___________________________.

FRANCIS T. TOLENTINO
COO, JLT BRC MITCH MONESA B. TISEKAR/IRIS
Franchisor CATHRINE B. CORPORAL
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Franchisee
 SIGNED IN THE PRESENCE OF:

____________________________________ ____________________________________

REPUBLIC OF THE PHILIPPINES)

CITY OF MANDALUYONG) S.S.

ACKNOWLEDGMENT

BEFORE ME, a notary public in ____________________, personally appeared the

following and exhibited to me their competent proof of identity:

NAME VALID ID VALID UNTIL

FRANCIS T. TOLENTINO TIN:009-907349-000
MITCH MONESA B. DL:043206475/PRC#0773100
TISEKAR/IRIS CATHRINE
B. CORPORAL

known to me and to me known to be the same persons who executed the foregoing
instrument, VITA BELLA FRANCHISE AGREEMENT, consisting of TEN(10) pages
including this page where this Acknowledgment is written and acknowledged to me that
the same is their free and voluntary act and deed.

WITNESS MY HAND AND SEAL on _____________ at ______________________.

NOTARY PUBLIC

Doc. No. ______;

Page No. ______;
Book No. ______;
Series of 2024.
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 ANNEX A: Area and Location

Different Areas and Location are considered in the establishment of stores as well as how it is presented
in chosen locations.

Different store set ups

a. Indoor Private Area

b. Indoor Small Establishment
c. Indoor Big (Mall Establishment) Caters to 300 moving people at the same time.
d. Semi Indoor with at least 2 open walls with roofing at least 4 meters from store and not
susceptible to rain and sun.
e. Outdoor window type grab and go pop up with alfresco seating
f. Semi Outdoor with minimal roofing of starting to 0.50 meters with 2 open walls or more. (
Similar to Al Fresco with minimal roofing)

Representation of some examples of considerable areas for store establishment as seen on Google
Maps.

1. Between a Indoor Big Establishment-

nearby Indoor Private area
-2 KM Marker distance depending on the road traffic.

2. Between Indoor facility small Bldg. with 20 steps from Main Entrance with own foot traffic-
road near Indoor Private
-2 KM marker distance depending on the road traffic.
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3. Between Semi outdoor near main road –
semi outdoor near main road
-2.5 km marker distance depending on the concentration of market.

4. Between mall to –
mall
-less than 1km marker distance depending on the placement in malls. Preferably 1 branch at
least 60 steps from main door of mall or depending on the mall foot traffic.

5. Between outdoor township area and

-a semi outdoor central Business District area
less than 1km marker distance and high in vehicular traffic
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6. Between Highways and a –
sub highway either of the set up with both have areas of collective establishment at
-least 2km market distance

7. Between Town Center to-

Town center
-can be 2.5km marker distance depending on the concentration and foot traffic
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8. Exclusive area –
to semi outdoor
-2km marker distance depending on the density of Exclusive area.

9. Between a recreational outdoor hectar property-

and a main road
- 2km marker distance

10. Between a recreational outdoor area

to secondary road Indoor Private.
- 2km marker distance
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11. Between CBD semi outdoor facility -
and another CBD semi outdoor.
-2km marker distance depending on vehicular and foot traffic.

12. Between CBD semi outdoor -

and CBD indoor facility
- Less than 2km marker distance with existing heavy market inside indoor facility
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Area and Location must be first approved and designated by the franchisor.
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 Image 2.2 Photo Not Ours and for illustration only items are not included in the inclusions

1.1 For the alfresco outdoor type setup, a sample outdoor arrangement covering approximately 30
square meters of kiosk area is recommended. Please note that renovations are not included in
the package and will be the responsibility of the franchisee. This outdoor setup is perfect for
attracting a large market of bikers and pedestrians who enjoy walking, strolling or cycling around
the area

Image 2.3 Photo Not Ours

1.2 Open store type inside a facility. Must be placed in a secure indoor environment. Extension and
other designs not included in the package.
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 2. Equipment and Ingredients Inclusions

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*Subject to change upon notice

depending on the market need
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