PARTNERSHIP AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Partnership Agreement is executed this 23rd day of April, 2023 by

and between/among:

Cesar Rabano,of legal age, Filipino, married, a resident of Para֚ñaque City,

hereinafter referred to as the FIRST PARTY;

- and–

Alphon Portillano, of legal age, Filipino, married, a resident of Para֚ñaque

City, hereinafter referred to as the SECOND PARTY;

- and–

Mark Anthony Claveria, of legal age, Filipino, married, a resident of

Para֚ñaque City, hereinafter referred to as the THIRD PARTY;

-WITNESSETH-

WHEREAS, the Parties have agreed to make contributions to a common

fund for the purpose of acquiring, holding, and operating a FRESH MEAT,
POULTRY, SEAFOODS, and GROCERY business 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 CESAR MONTALES
RABANO to conduct the business interest. The principal office of the business
shall be in San Antonio Valley 2, Brgy. San Isidro, Sucat, Paranaque City,
Philippines.

2. Term

The partnership shall commence on May 1, 2023 and continue to exist until
terminated as provided herein.

3. Contributions

The capital of the partnership shall be contributed by the partners as

follows:

Nature of
Contribution
(Cash, Property,
Name Service, etc.) Share Contribution
FIRST PARTY CESAR RABANO 10% SERVICE
ALPHON PHP 50,000.00 +
SECOND PARTY PORTILLANO 45% SERVICE
MARK ANTHONY PHP 50,000.00 +
THIRD PARTY CLAVERIA 45% SERVICE
Total 100%
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. Accounts Payable

Second and Third Party agreed to settle previous debt of the business
amounting to Php200,000.00 to be applied on payables stated below:

PARTICULAR AMOUNT TERMS PAYMENTS

This settlement served as an initial investment of both Second and Third

Party of the equipment/tools used to run the business.

5. Profit and Loss

The partnership's net profits and net losses 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. Losses shall be
charged to his capital account if a partner has no credit balance in his
income account.

6. 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.

7. Interest

No interest shall be paid on the initial contributions to the capital of the

partnership or on any subsequent contributions of capital.

8. Management

The partners shall have equal rights in the management of the partnership
business, and each partner shall devote equally their 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, make, deliver, or accept any commercial paper, or execute any
mortgage, security agreement, bond, lease, 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.
 9. Banking

All funds of the partnership shall be deposited under the name of Mark
Anthony Claveria in such checking account or accounts designated by the
partners. All withdrawals therefore are to be made upon requesting check
voucher signed by at least two partners.

10. 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.

11. Termination

11.1 The partnership may be dissolved at any time by agreement of 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.

11.2 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.

12. Death

12.1 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 the 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.

12.2 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.

12.3 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.

13. 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.

14. 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.

15. 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 the such invalid or
unenforceable term had never been included.

16. 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.

CESAR RABANO ALPHON PORTILLANO

FIRST PARTY SECOND PARTY

MARK ANTHONY CLAVERIA

THIRD-PARTY

SIGNED IN THE PRESENCE OF:

________________ ___________________
 ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)

)S.S.

BEFORE ME, this (insert date) in (insert place), personally

appeared:

Name ID No. Issued at Issued on

CESAR RABANO
ALPHON
PORTILLANO
MARK ANTHONY
CLAVERIA

known to me to be the same persons who executed the foregoing instrument

consisting (state number of pages) 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 my notarial sea on

the date and place above written.

Notary Public

Doc. No. _____;

Page No. _____;
Book No. _____;
Series of ______.