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CONTRACT OF LEASE

KNOW ALL MEN BY THESE PRESENTS:


This CONTRACT OF LEASE, made and entered into this 15th day of June, 2014
at Bacolod City, Philippines, by and between:
MA. XENIA A. ESTEBAN, of legal age, Filipino and a resident of Bacolod
City, Philippines, hereinafter referred to as the LESSOR,
- and WIN ENTERPRISE HEALTH AND WELLNESS PRODUCTS, a business
enterprise/ corporation duly organized and existing under Philippine Laws, with
principal office address at Ilo-ilo City, Philippines, duly represented by Roland
Janolino Tiu, hereinafter referred to as the LESSEE,
WITNESSETH:
That for and in consideration of the payment of the rent and the compliance
of all the terms, conditions and covenants hereinafter contained, the LESSOR has
agreed to lease, as it does hereby lease, let and demise unto the LESSEE and the
latter has agreed to accept under this lease, the premises known and designated
as:
Room No. 2, 2nd floor of the X.A Esteban Building located at
Galo-Gatuslao Sts., Bacolod City.
subject to the following covenants and conditions:
1)

This lease shall be for a period of ONE (1) YEAR ONLY with postdated
checks, which shall commence on October 15, 2014 and shall expire on
October 15, 2016.

2)

For the duration of the lease period the LESSEE agrees to pay the
LESSOR or its authorized representative for the use of the leased
premises, a monthly rental of FIVE THOUSAND (P5,000.00) PESOS.

3)

Upon signing of this contract, the LESSEE shall issue TWELVE (12)
postdated checks payable to the LESSOR to cover the first twelve (12)
months of the lease and the said checks shall be dated on the fifth
(5th) day of each month starting October, 2014 and every month
thereafter.

4)

Without prejudice to the exercise by the LESSOR of its rights under


paragraph 36 hereof or the right of the LESSOR to terminate this
agreement for failure to pay the monthly rental within the period
stipulated, should be herein post-dated checks be dishonored for
whatever reason or cause or should any of the above monthly rental be
not paid on the date specified, said monthly rental shall draw a penalty
in the sum equivalent to ten (10%) percent a month of the same.

5)

Upon signing of this contract, the LESSEE shall remit a sum equivalent
to TWO (2) months rentals or TEN THOUSAND (P10,000.00) PESOS,
which is not interest-bearing and shall not be applied to current rentals
due but will serve as a security deposit to answer for any and all
damages that may be caused to the leased premises.

6)

It is hereby agreed and understood by the parties herein that any and
all rentals the payment of which are in arrears must first be fully paid
before this contract is renewed for another term. Moreover, in case of

pre-termination of this lease agreement at the instance of the LESSEE,


the security deposit shall be forfeited in favor of the LESSOR.
7)

The rentals provided herein shall be paid in advance by the LESSEE to


the LESSOR at the latters office in Bacolod City every 15 days of each
month during the lifetime of this contract without necessity of any
demand whatsoever or to the treasurer or duly authorized
representative who is authorized to collect and receive payments for
the LESSOR.

8)

Rentals shall be paid in cash. However, the LESSEE may pay the
rentals herein agreed upon in checks as above-specified.

9)

The premises hereby leased shall be used exclusively for commercial


and office purposes only. The LESSEE shall not divert the premises to
other use or purposes without prior written consent of the LESSOR, it
being expressly agreed that if at any time during the existence of this
lease, and without the previous written consent of the LESSOR, the
premises are used for purposes other than that specified above, the
LESSOR has the option to (a) to rescind or cancel this contract without
need of any court action by simply notifying the LESSEE to stop the
prohibited activities or acts.

10)

To ensure uniformity of design, the LESSEE shall not cause to be


affixed, inscribed or painted any notice, sign or other advertising
medium on any part of the building without the express authority and
consent of the LESSOR.

11)

It is hereby expressly agreed that if the LESSEE should make


alterations, installations, additions or introduce improvements made on
the premises, the same shall be done only upon authority and prior
consent of the LESSOR. It is further agreed that all such alterations,
installations, additions or improvements except the movable furniture
and fixtures put in at the expense of the LESSEE, shall automatically
become the property of the LESSOR, and shall remain as part of the
premises at the termination of the lease without compensation to the
LESSEE. If the LESSOR, however, does not elect to retain such
alterations, installations, additions or improvements, the premises shall
be restored to its original condition at the expense of the LESSEE.

12)

The LESSOR reserves the right to refuse to give authority and consent
to the LESSEE to make such alterations, installations additions or
improvements on the leased premises.

13)

The LESSEE shall, at his own expense, maintain the leased premises in
a clean and sanitary condition, free from noxious odors, disturbing
noises or other nuisance and upon the expiration of the lease, shall
surrender and return the premises and fixtures in as good condition as
they were first actually found at the commencement of the lease,
ordinary tear and wear excluded. The LESSEES shall not drive nails,
screws, hooks, or other abutments on the walls, frames or in any
portion of the building nor in any manner deface or damage the leased
premises or cause any damage to be done on the leased premises. Any
such damage caused by the LESSEE may be repaired by the LESSOR
for the account of the LESSEE.

14)

The LESSEE shall provide at his own expense such receptacles to


contain waste matter, garbage and refuse which the city ordinance
requires and shall deposit such receptacles within the leased premises
or such places as may be designated by the LESSOR.

15)

The sidewalks, entrances, passages, corridors and stairways of the


building shall not be obstructed nor used by the LESSEE for any
purpose other than for ingress or egress in and from the office or
building.

16)

Except for the cooking equipment of its food products, (which should
not be gasul based) the LESSEE shall not bring into or store in the
leased premises anything which is highly inflammable or explosive in
nature nor install therein any apparatus, machinery or their equivalent
which may cause tremors or irritable noise, or which may expose the
leased premises to fire or increase the fire hazard of the building or
change the insurance premium of the building, or any other article
which the LESSOR may reasonably prohibit, it being understood that
should the LESSEE do so, not only shall he be responsible for all
damages that such violation may cause the LESSOR and/or its other
tenants, but the LESSOR shall, in addition thereto, has the right to
cancel this contract. If the LESSEE shall so use the building or deposit
therein any such matter which will result in any increase in the
premium of the insurance, the increase in payment shall be charged to
the account of the LESSEE.

17)

For the convenience and protection of all tenants, the LESSOR reserves
the right to fix the time and prescribe the manner by which furniture,
equipment and/or bulk supplies may be brought in or out of the
building. In case the LESSEE has an outstanding obligation under this
contract, the LESSOR as well as it employees, agents, or
representatives, whether by force or otherwise, shall have the right to
take out furnitures, fixtures or their equivalent from the leased
premises to cover or satisfy said obligation.

18)

The LESSEE shall comply with all reasonable rules and safety
regulations which may be promulgated from time to time by the
LESSOR and with all the rules, regulations, ordinances and laws that
may be required or promulgated by the health or other duly
constituted authority regarding the use, occupancy and sanitation of
the leased premises.

19)

The LESSEE shall indemnify and hold harmless the LESSOR against all
actions, suits, damages and claims that may be brought by reason of
the non-observance or compliance of the said rules, regulations,
ordinances or laws or of any other covenants and stipulations of this
contract.

20)

It shall be the responsibility of the LESSEE to pay the electric, water,


telephone bills to the public utilities company concerned and in this
manner, the LESSEE shall be considered as the sole concessionaire and
shall settle said bills within ten (10) days from receipt of notice thereof.

21)

The LESSEE hereby assumes full responsibility for any damage which
may be caused to the person or property or third person while
remaining either casually or on business in any part of the leased
premises and further binds himself to hold the LESSOR free and
harmless from any liability or from any such claim or injury or damage
arising therefrom.

22)

The LESSOR shall not be liable nor responsible:


a)

For the presence of bugs, vermin, ants, termites or any other


insect in the leased premises;

b)

For failure of water supply and/or electric current; or

c)

For any article delivered or left to any of its employees; or

d)

For any injuries ,loss or damage which the LESSEE, his agents or
employees might sustain in the premises due to any cause
whatsoever; or

e)

For any damage done or occasioned by, or arising from


plumbing, water and/or other pipes, or the bursting leaking or
destruction of any cistern, tank, wash stand, water closet or
waste pipe in, above, upon or about said leased premises, nor
for any damages arising from acts, or negligence of the LESSEE
or its agents, employees, representatives or any and all other
persons.

f)

In case of damages to the leased premises or its appurtenances


caused by fire, earthquake, war or any other unforeseen event,
the LESSEE shall give immediate notice to the LESSOR. If the
leased premises is damaged by fire or other cause without the
fault or negligence of the LESSEE or his agents, employees or
visitors, the damage shall be repaired at the expense of the
LESSOR within a reasonable time after such notice; but if the
building or the leased premises be destroyed to such extent as
to make it un-tenantable, without the fault or negligence of the
LESSEE, either party may demand the rescission of this contract.

g)

The LESSEE shall be fully liable to the LESSOR in all cases where
the damage of any nature or kind is caused by the fault or
negligence of the LESSEE, his employees, agents or visitor;

23)

No compensation or claim shall be allowed against the LESSOR by


reason of any inconvenience, annoyance or injury to the LESSEES
business arising out of the necessity of repairing any portion of the
building whenever the necessity may arise.

24)

The LESSOR or its authorized agents shall have the right to enter the
leased premises at any time to examine or inspect the same or for any
purpose which it may deem necessary for the operation or
maintenance of the building or its installation, and during the last three
(3) months of the term of the lease to exhibit the leased premises to
prospective tenants.

25)

The LESSEE shall at all times allow and give access to the LESSOR to
the leased premises for the purpose of making repairs, remodelling or
repainting or to undertake all works necessary for the preservation,
conservation, improvement or decoration of the building or any part
thereof. No compensation or claims shall be allowed against the
LESSOR by reason of any inconvenience, annoyance or injury to the
LESSEES business that may arise for undertaking such work under this
provision.

26)

The LESSEE shall not sell, assign or transfer his rights in this contract
nor sublease or sublet all or any part of the leased premises without
the prior written consent of the LESSOR and no right, title or interest
thereto shall be conferred on or vested in anyone other than the
LESSEE without such written consent. Any contract or agreement
entered into by the LESSEE against the above prohibition shall be null
and void and shall not be binding or enforceable against the LESSOR.

27)

In the event that expropriation proceedings are instituted during the


period of this lease by any instrumentality of the Government or by

any other entity with the authority to exercise such power, either party
may rescind this contract, should the leased premises become no
longer useful for the purpose of this lease, upon giving the other party
thirty (30) days prior written notice thereof.
In case of such
exportation, the LESSEE hereby unconditionally relieves and releases
the LESSOR from any and all liability under this contract in connection
with or arising out of such expropriation proceedings without prejudice
to whatever recourse the LESSEE may have against the expropriation
entity on account of the damage done or caused to it or to its
properties by reason of said expropriation proceedings.
28)

The LESSOR reserves the right to revise the rent agreed upon in cases
of increases in utility charges, insurance premiums, wages, City and/or
National fees, taxes, cost of living and consumers index announced by
the property administrative body, etc. as well as in the case of change
in the present assessment of the building or land, or both on which it is
erected, or in the event of the levy of special assessment on the
property and to apportion such assessment among all the tenants of
the building.

29)

In case extraordinary inflation or deflation of the currency stipulated


should supervene during the effectivity of this contract, the value of
the currency at the time of the establishment of the obligation shall be
the basis of payment as provided for in Art. 1250 of the Civil Code of
the Philippines.

30)

The LESSEE agrees to return and surrender the leased premises at the
expiration of the term of the lease in good condition as reasonable
wear and tear will permit without any delay whatsoever, devoid of all
occupants, furnitures, articles and effects of any kind other than such
alterations, installations, additions or improvements which the LESSOR
may elect to retain or take in accordance with this contract.

31)

If the said premises be not surrendered at the expiration of the term,


the LESSEE shall pay, by way of penalty, a sum equivalent to the
amount of the rentals for the leased premises for the whole period of
delay. Payments of said penalty shall likewise be without prejudice to
the attorneys fees and other liabilities provided in this contract. The
LESSEE shall furthermore hold the LESSOR harmless from any liability
in respect to any and all claims made by any succeeding tenant
against the LESSOR resulting from the delay by the LESSOR, in
delivering possession of the premises to such succeeding tenant,
insofar as such delay is occasioned by the failure of the LESSEE to
surrender the premises on time.

32)

Disturbance or discontinuance of the possession of the leased


premises of the LESSEE for causes beyond the control of the LESSOR
shall confer no right of any kind to the LESSEE as against the LESSOR.

33)

This lease does not extend to the outside portion of the building
corresponding to or opposite the leased premises, and the painting,
putting or affixing of business notices, signs or other advertising
medium in accordance with this contract shall not be construed as an
extension of this lease outside the portion of the building.

34)

In case the leased premises shall be deserted or vacated before the


expiration of this lease, the LESSOR shall have the right to enter the
same as the agent of the LESSEE, either by force or otherwise, without
being liable to any prosecution therefore. The LESSOR shall
furthermore have the option to reflect the same as the agent of the
LESSEE to receive the rent therefore, and apply the same to the

payment of the rent due hereunder, holding the LESSEE liable for any
deficiency.
35)

The failure of the LESSOR to insists upon a strict performance of any of


the terms, conditions and covenants hereof shall not be deemed a
relinquishment or waiver of any right or remedy that said LESSOR may
have, nor shall it be construed as a waiver of any subsequent breach or
default of the terms, conditions and covenants hereof, which terms,
conditions and covenants shall continue to be in full force and effect.
No waiver by the LESSOR of its rights under this contract shall be
deemed to have been made unless expressed in writing and signed by
the LESSOR.

36)

The LESSEE agrees that all the covenants and agreements herein
contained shall be deemed essential conditions hereof and that if
default or breach be made of any such terms, stipulations and
conditions, then the LESSOR shall have the right to consider this
contract ipso facto rescinded or cancelled without resorting to any
judicial action simply giving a notice in writing to the LESSEES
regarding said rescission and/or cancellation. Upon such termination or
cancellation, the LESSOR may forthwith lock the premises and exclude
the LESSEE therefrom, with the use of reasonable force, if necessary,
and the LESSOR is hereby expressively authorized to take possession
of the leased premises without need any further court action.

37)

Should the LESSOR be compelled to seek judicial relief against the


LESSEE, the latter shall, in addition to any other damages that may be
awarded to the LESSOR, pay an amount equivalent to twenty-five
(25%) percent of the amount claimed in the complaint as and by way
of attorneys fees aside from the costs of litigation and other expenses
which the law entitles the LESSOR to recover from the LESSEE.

38)

In cases where this contract is terminated or cancelled, whether


judicially or extra-judicially by reason of any default or breach
committed by the LESSEE, it shall be fully liable to the LESSOR for the
rentals corresponding to the remaining term of this lease as well as for
any and all damages, actual or consequential, resulting from such
default and termination. In the event of cancellation or termination of
this contract, the LESSOR is hereby authorized, as the attorney-in-fact
of the LESSEE to sell at public or private sale, without notice to the
LESSEE, any and all goods, merchandise, furnitures, fixtures and
equipments found or located in the leased premises and to apply the
proceeds of such sales to any damages and outstanding obligation of
the LESSEE under this contract.

39)

All remedies granted to the LESSOR under this contract of lease shall
be deemed cumulative.

40)

This contract may be renewed for another term under new terms and
conditions as may be mutually agreed upon by both parties provided
that the LESSEE shall be willing to pay the adjustment increase of its
rental payments in accordance with the inflation rate as may be
determined in the current year but in no case shall be less than TEN
PERCENT (10%) of the present rental rate in this contract.

IN WITNESS WHEREOF, the parties have hereunto set their hands this
___ day of _________________ at Bacolod City, Philippines.

WIN

ENTERPRISE

HEALTH

AND
MA. XENIA A. ESTEBAN

WELLNESS

PRODUCTS

Lessor
Lessee
By:

RONALD JANOLINO TIU


SIGNED IN THE PRESENCE OF:
____________________________

___________________________

ACKNOWLEDGEMENT
REPUBLIC OF THE PHILIPPINES}
CITY OF BACOLOD
} S.c.
x-------------------------------------------- x
BEFORE ME on this _________day of __________________, in the City of Bacolod,
Philippines personally appeared: Ma. Xenia A. Esteban with her Government ID
Senior Citizen ID No. 2211805 issued at Makati City on June 2003 and Lamberto R.
Inventor with his Government ID TIN-110-535-374 issued at __________________ on
____________________ who are both known to me be the same persons who executed
the foregoing instrument and they acknowledge to me that the same is of their free
and voluntary act and deed.
WITNESS MY HAND AND SEAL on the date and at the place first abovewritten.

Doc. No. ____


Page No. ____
Book No.____
Series of 2015.