PARTNERSHIP AGREEMENT

KNOW ALL MEN BY THESE PRESENTS

This Partnership Agreement is executed this 25th day of March 2020 by and between:

Crystal Jane Marie P. Barretto of Guindapunan, Municipality of Palo, Province of

Leyte, hereinafter referred to as the FIRST PARTY;

- and–

Carl Franz L. Baltazar of Marasbaras, Tacloban City, hereinafter referred to as the

SECOND PARTY.

-WITNESSETH-

WHEREAS, the Parties have agreed to make contributions to a common fund for the
purpose of acquiring, holding and operating a Food Snack Bar hereinafter referred to as
the business interest.

WHEREAS, the Parties have agreed, in pursuit of the business interest, to enter into a
Partnership pursuant to the Partnership Laws of the Philippines.

NOW THEREFORE, the parties agree as follows:

1. Name and Business

The parties hereby form a partnership under the name of HAPPY TUMMY to conduct
the business interest. The principal office of the business shall be in baranggay
Campetic, Municipality of Palo, Leyte.

2. Term

The partnership shall commence on the Effective Date and shall continue to exist until
terminated as herein provided.
3. Contributions

The partners will contribute capital to the partnership on or before April 7,2020.
The partners’ cash contribution will be:
 Crystal Barretto P500,000
 Carl Baltazar P1,000,000

The Partners’ non-cash contribution and the value of the non-cash contribution will be:
 Crystal Barretto Land P2,000,000
 Carl Baltazar Machineries and Equipment 1,500,000

A separate capital account shall be maintained for each partner. Neither partner shall
withdraw any part of his capital account. Upon the demand of either partner, the capital
accounts of the partners shall be maintained at all times in the proportions in which the
partners share in the profits and losses of the partnership.

4. Profit and Loss

Both the net profits and net losses of the partnership shall be divided and borne equally
between the partners. A separate income account shall be maintained for each partner.
Partnership profits and losses shall be charged or credited to the separate income
account of each partner. If a partner has no credit balance in his income account, losses
shall be charged to his capital account.

5. Salaries and Drawings

No partner shall receive any salary for services rendered to the partnership. Each
partner may, from time to time, withdraw the credit balance in his income account. All
other expenses incurred by the parties in the pursuit of the business interest shall be
accounted for in accordance with policies to be mutually set by the parties in
accordance with generally accepted accounting principles.

6. Interest

No interest shall be paid on the initial contributions to the capital of the partnership or on
any subsequent contributions of capital.
7. Management

The partners shall have equal rights in the management of the partnership business,
and each partner shall devote his entire time to the conduct of the business. A
managing partner may be designated by the parties subject to the exigencies of the
partnership. Without the consent of the other partners, no partner shall on behalf of the
partnership borrow or lend money, or make, deliver, or accept any commercial paper, or
execute any mortgage, security agreement, bond, or lease, or purchase or contract to
purchase, or sell or contract to sell any property for or of the partnership other than the
type of property bought and sold in the regular course of its business.

8. Banking

All funds of the partnership shall be deposited in its name at BDO in such checking
account or accounts as shall be designated by the partners. All withdrawals therefrom
are to be made upon checks signed by one partner.

9. Books

The partnership books shall be maintained at the principal office of the partnership, and
each partner shall at all times have access thereto. The books shall be kept on a fiscal
year basis in accordance with generally accepted accounting principles and shall be
closed and balanced at the end of each fiscal year. An audit shall be made as of the
closing date.

10. Termination

10.1 The partnership may be dissolved at any time upon the consent of all the
partners, in which event the partners shall proceed with reasonable promptness to
liquidate the business of the partnership. The partnership name shall be sold with the
other assets of the business.

10.2 The assets of the partnership business shall be used and distributed in the
following order: (a) to pay or provide for the payment of all partnership liabilities and
liquidating expenses and obligations; (b) to equalize the income accounts of the
partners; (c) to discharge the balance of the income accounts of the partners; (d) to
equalize the capital accounts of the partners; and (e) to discharge the balance of the
capital accounts of the partners.
11. Death

11.1 Upon the death of a partner, the surviving partner/s shall have the right either to
purchase the interest of the decedent in the partnership or to terminate and liquidate the
partnership business. If the surviving partner elects to purchase the decedent's interest,
he shall serve notice in writing of such election, within three months after the death of
the decedent, upon the executor or administrator of the decedent, or, if at the time of
such election no legal representative has been appointed, upon any one of the known
legal heirs of the decedent at the last-known address of such heir.

11.2 If the surviving partner/s elect/s to purchase the interest of the decedent in the
partnership, the purchase price shall be equal to the decedent's capital account as at
the date of his death plus the decedent's income account as at the end of the prior fiscal
year, increased by his share of partnership profits or decreased by his share of
partnership losses for the period from the beginning of the fiscal year in which his death
occurred until the end of the calendar month in which his death occurred, and
decreased by withdrawals charged to his income account during such period.

11.3 No allowance shall be made for goodwill, trade name, patents, or other intangible
assets, except as those assets have been reflected on the partnership books
immediately prior to the decedent's death; but the survivor shall nevertheless be entitled
to use the trade name of the partnership.

12. Arbitration and Attorney’s Fees

The Parties agree that any dispute, claim, or controversy concerning this Agreement or
the termination of this Agreement, or any dispute, claim or controversy arising out of or
relating to any interpretation, construction, performance or breach of this Agreement,
shall be settled in good faith by the parties. If no agreement is reached, the Parties shall
refer the same to arbitration in accordance with Philippine arbitration rules then in effect.
The arbitrator may grant injunctions or other relief in such dispute or controversy. The
decision of the arbitrator shall be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator’s decision in any court having
jurisdiction. The Parties will pay the costs and expenses of such arbitration in such
proportions as the arbitrator shall decide, and each party shall separately pay its own
counsel fees and expenses.

13. Final Agreement

This Agreement terminates and supersedes all prior understandings or agreements on

the subject matter hereof. This Agreement may be modified only by a further writing that
is duly executed by both parties.
14. Severability

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or

unenforceable, then this Agreement, including all of the remaining terms, will remain in
full force and effect as if such invalid or unenforceable term had never been included.

15. No Implied Waiver

Either party's failure to insist in any one or more instances upon strict performance by
the other party of any of the terms of this Agreement shall not be construed as a waiver
of any continuing or subsequent failure to perform or delay in performance of any term
hereof.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and place above specified.

SIGNED IN THE PRESENCE OF:

CRYSTAL JANE MARIE P. BARRETTO CARL FRANZ L. BALTAZAR

First Partner Second Partner

 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

City of Tacloban ) S.S.

BEFORE ME, this 11th day of April 2020 in the City of Tacloban, personally appeared:

Name Valid ID. Issued At/Issued On

CRYSTAL JANE MARIE P. BARRETTO TIN 287-900-167 Tacloban City

CARL FRANZ L. BALTAZAR LTO B06-41-003471 Dec. 03, 2019 Tac. City

known to me to be the same persons who executed the foregoing instrument consisting six (6)
pages including this Acknowledgment, and who acknowledged to me that the same is their
voluntary and free act and deed and those of the parties and institutions represented.

IN WITNESS WHEREOF, I set my hand and affix notarial seal on the date and place above
written.
ATTY. NICA ANN ELACION BRUMBY

Notary Public

For and within the jurisdiction

of Tacloban city

Notarial Commision No. 4907

Valid Until December 31, 2020

PTR No. 17496 Feb 2, 2020 Tac. City

IBP No. 64829 Feb 2, 2020 Leyte chap.

Roll of Attorney No. 63874 May 15, 2015

Doc. No. 97 ;

Page No. 17;

Book No. 9;

Series of 2020.