FRANCHISE AGREEMENT

This FRANCHISE AGREEMENT is made by and between MIGREACHELLET

LEARNING AND TRAINING SERVICES CENTER　（YOUCARE SERVICES）, INC. with
office address at Poblacion Plaridel, Bulacan herein referred to as the
FRANCHISOR, and _______________________________________ with address at
___________________________________________________herein referred to as the
FRANCHISEE, on the basis of the following understandings and agreements:

I. BASIS FOR AGREEMENT

The franchisor has developed methods for establishing, operating and

promoting business engaged in the business of Japanese Language
Learning Course using the trade name MIGREACHELLET LEARNING AND
TRAINING SERVICES 　 CENTER as well as the company’s proprietary
methods of doing business. The FRANCHISOR grants the rights to other
entity or personality to operate and develop MIGREACHELLET LEARNING
AND TRAINING SERVICES CENTER　under the said name and methods.

The FRANCHISEE desires to establish a MIGREACHELLET LEARNING AND

TRAINING SERVICES CENTER at the location identified herein or to be
later identified, and that the FRANCHISORS grants the FRANCHISEE the
right to operate a MIGREACHELLET LEARNING AND TRAINING SERVICES
CENTER FRANCHISE at such location under the terms and conditions
stated in this agreement.

II. GRANT OF FRANCHISE

The FRANCHISOR grants the FRANCHISEE, the MIGREACHELLET

LEARNING AND TRAINING SERVICES CENTER FRANCHISE, and the
FRANCHISEE accepts from the FRANCHISOR.

The FRANCHISEE agrees to adhere at all times to faithfully, honestly and

diligently perform the FRANCHISEE’s obligations specified in this
agreement, and to continuously exert best efforts to develop the
MIGREACHELLET LEARNING AND TRAINING SERVICES CENTER
 FRANCHISE. The FRANCHISEE agrees to utilize the trade name of
MIGREACHELLET LEARNING AND TRAINING SERVICES CENTER in
operating all aspects of the business, in accordance with the methods
and systems developed and prescribed from time to time by the
FRANCHISOR, all of which are part of the business method. The
FRANCHISEE shall offer services and products that the FRANCHISOR will
designate at the PRICE designated also by the FRANCHISOR. The
FRANCHISEE is restricted from offering products, services not previously
approved by the FRANCHISOR nor to offer products and services at a
different PRICE than that allowed by the FRANCHISOR. Any changes in
the PRICING of the products and services offered by the FRANCHISEE
must seek first for approval from the FRANCHISOR before implementing
the change in price.

III. FRANCHISE FEE

The FRANCHISEE agrees to pay the amount of one hundred fifty five
thousand pesos (150,000.00) as FRANCHISE FEE. The payment will
enable the FRANCHISEE to enjoy the use of the FRANCHISOR’s name and
system as well as assistance during the designated period.

IV. FRANCHISE LOCATION AND DESIGNATED AREA

The FRANCHISEE is granted the right and franchise to operate one (1)
MIGREACHELLET LEARNING AND TRAINING SERVICES CENTER at the
following stated address:

__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________

The rights granted to the FRANCHISEE by this agreement are specific to

the above stated FRANCHISE location only and cannot be transferred to
any other location without the FRANCHISORs prior WRITTEN APPROVAL. If
the FRANCHISEE has operated the MIGREACHELLET LEARNING AND
TRAINING SERVICES CENTER FRANCHISE for not less than twelve (12)
 months, and desires to transfer to a new location, the FRANCHISEE
should inform the FRANCHISOR through written notice setting forth the
reasons of transferring together with the proposed location. The
FRANCHISOR shall have thirty (30) days from the receipt of the notice to
respond. Provided that, the OWNERSHIP of the FRANCHISE did not
changed.

In consideration for the right to operate and develop one (1)

MIGREACHELLET LEARNING AND TRAINING SERVICES CENTER
FRANCHISE, the FRANCHISEE agrees to pay the FRANCHISOR the initial
franchise fee amounting to one hundred thousand pesos (100,000.00),
which is due and demandable at the date of signing of this agreement.
The initial franchise fee represents the rights to use the trade name of
MIGREACHELLET LEARNING AND TRAINING SERVICES CENTER, and that
the FRANCHISOR has earned the initial franchise fee upon receipt
thereof, and that the FEE is NON REFUNDABLE.

The remaining balance of seventy five thousand pesos shall be paid

during the date set for the GRAND OPENING of the FRANCHISEE.
.
V. TRAINING AND DEVELOPMENT ASSISTANCE

After the FRANCHISEE executes proof of ownership or proof of lease of

the FRANCHISE LOCATION, the FRANCHISEE shall designate an individual,
in case the FRANCHISEE is not an individual, who will assume the
responsibility of managing MIGREACHELLET LEARNING AND TRAINING
SERVICES CENTER FRANCHISE, an shall be called the “GENERAL
MANAGER”, and is required to attend and successfully complete the
initial training program which will be offer by the FRANCHISOR at the
FRANCHISORs DESIGNATED FACILITY. The FRANCHISEE shall shoulder all
costs to be incurred travelling to and from the FRANCHISOR’s designated
facility during the course of training.

The schedule of training that be informed in writing to the FRANCHISEE

by the FRANCHISOR at least fifteen (15) days prior to the schedule dates
of training. The FRANCHISOR’s initial training program shall be sixty four
 (64) hours, provided however that the FRANCHISOR can waive portions of
the training program if in the FRANCHISOR’s sole discretion find the
GENERAL MANAGER has sufficient skills, training or prior experience.

From time to time the FRANCHISOR may present seminars, conventions,

trainings or continuing development programs for the benefit of the
FRANCHISEE.

In addition to the FRANCHISOR’s initial training, equipment list,

instructional materials, design assistance, Operations Manual and other
pre-opening services shall be provided to the FRANCHISEE prior to the
opening with list of approved suppliers or designated suppliers and an
advertising plan including the franchise’ grand opening.

VI. ROYALTY

Throughout the term of this agreement, the FRANCHISEE agrees to pay

the FRANCHISOR a “ROYALTY” from every enrolled student equivalent to
twenty thousand pesos (20,000.00) by the FRANCHISOR. The
FRANCHISEE agrees to pay the said ROYALTY if the student’s wishes to
pursue studying in Japan using student visa. Said amount shall be used
for the translation of various documents from English to Japanese that
will be required to obtain the student visa.

VII. ADVERTISING

The FRANCHISEE shall OBTAIN the FRANCHISOR’s WRITTEN APPROVAL in

all marketing, promotional and advertising materials published by any
media, including print, broadcast and electrnic, regarding
MIGREACHELLET LEARNING AND TRAINING SERVICES CENTER
FRANCHISE, including but without limitation to yellow pages ads, flyers,
posters, brochures , novelty items, radio, TV and internet advertising.
The FRANCHISEE acknowledges and agrees that the FRANCHISOR may
disapprove any of the advertising, marketing or promotional campaign
submitted to the FRANCHISOR foe any of the FRANCHISOR’s sole
discretion. The proposed written or designed advertising, marketing or
 promotional material shall accompany the proposed written letter
seeking for the FRANCHISOR’s approval.

VIII. QUALITY CONTROL

The FRANCHISOR from time to time may conduct surprise visit to the
FRANCHISE LOCATION to do on the spot check during the operating hours
of the FRANCHISEE to ensure that the FRANCHISEE adheres to the terms
and regulations specified in this agreement specially with the quality of
instruction and teaching of the Japanese Language Learning Program.
The FRANCHISOR shall notify the FRANCHISEE of the comments, and/or
violations if there is any, which will give the FRANCHISEE enough time to
correct.

IX. TERM

The term of this agreement begins on the date of the grand opening of
the FRANCHISEE and ends two (2) years later, unless sooner terminated
by either or both parties.

X. DEFAULT AND TERMINATION

The FRANCHISOR shall have the right, at its option, to terminate this
agreement and all rights given to the FRANCHISEE without affording any
opportunity to cure any default effective upon the receipt of prior notice
upon the occurrence of any of the following events:

a. abandonment – the FRANCHISEE ceases to operate MIGREACHELLET

LEARNING AND TRAINING SERVICES CENTER FRANCHISE for a period of
ninety (90) days unless the franchise is not operating due to disasters
like flood, fire and any unforeseen events beyond the control of the
FRANCHISEE but not related to the availability of funds of the
FRANCHISEE;
b. criminal conviction – if the FRANCHISEE is convicted of felony or crime
involving moral turpitude or any crime or offense that with materially
and unfavourable affect the MIGREACHELLET LEARNING AND TRAINING
SERVICES CENTER FRANCHISE in the sole opinion of the FRANCHISOR;
 c. failure to make payments – if the FRANCHISEE fails to pay the amounts
due to the FRANCHISOR, within fifteen (15) days prior to receipt of notice
from the FRANCHISOR that such fees are overdue;
d. misuse of trade names – the FRANCHISEE misuse or fails to follow the
directions set forth by the FRANCHISOR concerning the use of the
MIGREACHELLET LEARNING AND TRAINING SERVICES CENTER trade
name within fifteen (15) days prior to receipt of notice from the
FRANCHISOR of such failure;
e. unauthorized disclosure – if the FRANCHISEE intentionally or negligently
discloses to unauthorized person the contents of or any part of the
instructional materials or the lesson plans or any trade secret or
confidential information of the FRANCHISE;
f. repeated non compliance – if the FRANCHISEE received two (2) prior
notices of violation and /or default from the FRACHISOR and is again in
default or has committed a new violation at any given time during the
term of this agreement, whether or not previous violations or default
was cured by the FRANCHISEE.

XI. RENEWAL OF THIS AGREEMENT

This agreement can be renewed by the FRANCHISEE by informing the

FRANCHISOR at least 30 days before the expiration of this agreement.
However, such new agreement shall be subject to new terms and
conditions agreed by both parties.

XII. SIGNATURE

This agreement shall be signed in behalf of MIGREACHELLET LEARNING

AND TRAINING SERVICES CENTER INC by MICHELLE A. DE JESUS,
President and on behalf of ____________________________________________,
FRANCHISEE.

INTENDING TO BE BOUND, the parties have executed this agreement by

signing this __ day of _______, 2018 here at
_________________________________.
FRANCHISOR: FRANCHISEE:

________________________________ ________________________________