Scribd
Upload
7 views5 pages

Business Partnership & Franchise Agreement

The document outlines a Business Partnership Agreement between NutriBlend Hub and Food Panda to form a general partnership named Nutri Food for delivery services in Ilocos Sur, effective May 15, 2025. It details capital contributions, profit sharing, management, and dissolution terms. Additionally, a Franchise Agreement is established, granting Food Panda franchise rights for delivery services with specific terms regarding fees, revenue sharing, and operational responsibilities.

Uploaded by

Ruby Ann Garnace
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd
7 views5 pages

Business Partnership & Franchise Agreement

The document outlines a Business Partnership Agreement between NutriBlend Hub and Food Panda to form a general partnership named Nutri Food for delivery services in Ilocos Sur, effective May 15, 2025. It details capital contributions, profit sharing, management, and dissolution terms. Additionally, a Franchise Agreement is established, granting Food Panda franchise rights for delivery services with specific terms regarding fees, revenue sharing, and operational responsibilities.

Uploaded by

Ruby Ann Garnace
Copyright
© All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as DOCX, PDF, TXT or read online on Scribd

BUSINESS PARTNERSHIP AGREEMENT

This Business Partnership Agreement ("Agreement") is made and entered into as of 15 th day of
May 2025,

BY AND Partner 1: NutriBlend Hub,

BETWEEN: residing at San Nicolas, City of Candon, Ilocos Sur;

AND: Partner 2: Food Panda, residing at San Jose, City of Candon, Ilocos Sur
collectively referred to as the "Partners" and individually as a "Partner."

1. Partnership Formation

The Partners agree to form a general partnership ("Partnership") under the name Nutri Food for
the purpose of conducting deliveries of goods and products of NutriBlend Hub in other town in
accordance with the laws of the state of Ilocos Sur.
2. Business Purpose
The Partnership shall engage in delivery services of goods and products in other barangay and
town of Ilocos Sur and stand any other lawful activities agreed upon by the Partners.
3. Term
This Agreement shall commence on 15th day of May 2025 and shall continue until terminated as
provided herein.
4. Capital Contributions
Each Partner shall contribute the following capital:
 Partner 1, NutriBlend Hub :Php 6,000.00 in (circle one) cash/property/services.
 Partner 2, Food Panda :Php 4,000.00 in (circle one) cash/property/services.
Additional contributions may be required upon unanimous agreement.
5. Profit and Loss Allocation
Profits and losses shall be divided equally among the Partners unless otherwise agreed in writing.
6. Management and Decision-Making
 All business decisions shall be made by majority vote.
 Each Partner shall have equal authority unless specified otherwise.
7. Bank Accounts & Financial Management
The Partnership shall maintain a business bank account at Philippine National Bank and all
Partnership funds shall be deposited therein. Any withdrawals over Php5,000.00 require the
approval of the manager of NutriBlend Hub.
8. Salaries and Distributions
The Partners may draw a salary or distributions as agreed upon. No Partner shall withdraw more
than their share of profits unless approved by all Partners.
9. New Partners & Transfers
Admission of new Partners requires majority consent. No Partner may transfer their interest
without the written approval of all other Partners.
10. Dissolution & Exit Strategy
The Partnership shall dissolve upon:
a) Mutual agreement of the Partners,
b) Death, bankruptcy, or incapacity of a Partner (unless the remaining Partners agree to
continue),
c) Any event making the business unlawful. Upon dissolution, all debts shall be paid, and
remaining assets distributed proportionally.
11. Dispute Resolution
Any disputes shall first be resolved through mediation. If unresolved, disputes shall be settled via
binding arbitration in private dispute resolution procedure by consulting private lawyers.
12. Governing Law
This Agreement shall be governed by the laws of the state of Ilocos Sur, Philippines.
13. Miscellaneous Provisions
 This Agreement represents the entire agreement between the Partners.
 Amendments must be in writing and signed by all Partners.
 If any provision is found unenforceable, the remaining provisions shall remain valid.
SIGNATURES
Partner 1 Partner 2
Signature: ________________________ Signature: _______________________
Name: ________________________ Name: ________________________
Date: ________________________ Date: ________________________
FRANCHISE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:


This agreement made and executed by and between: NutriBlend Hub a Corporation existing
under Philippines laws with principal office at San Nicolas, City of Candon, Ilocos Sur,
hereinafter referred to as the First Party.

-andFood Panda, another corporation with principal address at San Jose, City of Candon, Ilocos
Sur hereinafter referred to as the Second Party.

WHEREAS, the First Party is a duly organized business entity under the domestic laws of the
Republic of the Philippines which sells nutritious goods and products in the city.
WHEREAS, the Second Party is Food Panda which helps NutriBlend Hub to delivery services
to different places.
WHEREAS, the First Party hereby agrees to enter into a FRANCHISE Agreement with the
Second Party in the settings of a franchise outlet particularly describe as follows
Franchise:
 Delivery services of goods and products.
 Easy access of delivering foods to nearby places.

According to the preferred area of the Second Party subject to the availability of the commercial
areas, without prejudice to any proposal by the First Party deemed best for the Second Party’s
interest;

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties have
agreed to strictly comply with the following terms and conditions, to wit: The First Party hereby
awards the Franchise Rights to the Second Party commencing on 15th day of May 2025.

I. FRANCHISE FEE. The Franchise Fee shall be Php 10,000.00 for the establishment and
operation of one (1) Franchise outlet. Further, Franchise Fee shall form and part of Business
Consultation effective form signing of this contract. Franchise fee is non-refundable.

II. DURATION. This agreement shall be effective for a period of three years. The
commencement of the three year period shall be reckoned from the date of opening or upon
delivery by mail. Upon signing of the Franchise outlet. The Franchise Agreement shall be
RENEWABLE WITH LESS (50%) FIFTY PERCENT FRANCHISE FEE BASED ON THE
PREVAILING MARKET VALUE.

III. EXCLUSIVITY OF FRANCHISE LOCATION. The First Party shall not set-up another
Franchise outlet within the three years collaboration and 50 meters radius of the Second Party’s
designated location. Exemptions to this are outlets located within buildings, schools and malls.
IV. PROVISIONS
The First Party shall provide the following:

The Second Party shall provide the following:


a.1. Delivery Services;
a.2. All necessary equipment not included in the Franchise Fee.

V. GROSS REVENUE SHARING. Gross revenue sharing shall be collected and sharing will
be as follows:
All collected royalty fees shall be deposited by the Second Party every 1st Monday of the
Month or to be collected by the designated Franchise Officer of the First Party upon the latter’s
option:

60% shall be given to the First Party but no less than One thousand Five Hundred Pesos (P
1,500.00) to serve as Royalty Fee whichever is higher.

VI. EXCLUSIVITY CLAUSE. The Second Party agrees that all products/ services and other
such products services bearing the First Party or its accredited suppliers.

VII. USE OF NAME AND/OR SYSTEM. During the effectivity of this Franchise agreement,
the Second Party can use the said franchise name/s, business system and engage in all business
transaction related to the products and services carried by the First Party.

VIII. TRANSFER OF TECHNOLOGY. The First Party shall keep abreast the Second Party
on the continuous development of Products or Services and transfer thereof, including product
development, for the benefit of the Second Party. Upon signing of this agreement, it is
understood that trade secrets and business system have been transferred to the Second Party by
way of orientations and receipt of a copy of Business Manual of Orientations for this purpose.

IX. MARKETING CONSULTATION. Formulation of a local marketing plan, if applicable.

X. INSURANCE. The Second Party shall produce comprehensive fire coverage for the
equipment and all other parts thereof.

XI. SUPPLIES. All supplies or direct material and/or additional equipment needed by the
Second Party can only be bought from the First Party or its accredited suppliers, upon due
notice to First Party.

XII. RIGHT OF FIRST OPTION. The Second Party shall be given the right of first option to
select location of another franchise in the same location.
XIII. TRANSFERABILITY OF FRANCHISE. The Second Party may assign or transfer the
franchise provided the transferee possesses all the qualifications set by the First Party. This
right shall be exercise by the First Party before termination of the contract expiration of
Franchise Agreement.
a. transfer of location
b. transfer of rights
XIV. MAINTENANCE CLAUSE. The Second Party shall be responsible to maintain its outlet
in accordance to the First Party’s standard of operations. Second Party shall be responsible for
all modifications, upgraded and maintenance needed by the outlet based upon the First Party/s
recommendation.

XV. TERMINATION OF AGREEMENT. The Franchise Agreement may be terminated only


after three years of operation. The First Party has the sole authority to terminate the agreement
even on the earlier date. The right to the First Party to terminate the agreement may arise only if
the Second Party violates any or all standard operating procedures set forth on this contract, in
particular payment of royalty fees or other accounts due to the former. The termination shall be
done after thirty (30) days notice of termination. If the Second Party wishes to terminate this
agreement prior to the franchise period, he/she shall be charge half (1/2) of the amount of the
franchise fees unless the Second Party exercised his option under paragraph 15 which is a
mandatory requirement before any termination be undertaken.

XVI. POST-CONTRACT CLAUSE. Within three (3) years after the expiration of the term of
this agreement, the Second Party undertakes not to engage in similar business of the First Party

XVII. VENUE. Any or all action or actions arising or in connection with the foregoing
agreement shall be filled exclusively at the proper courts of Ilocos Sur.

XVIII. OTHER MATTERS. All other matters not covered by this agreement shall be subject to
the agreement in writing by the parties.

IN WITNESS WHEREOF, the parties have hereunto signed this instrument this 15 th day of
May 2025.
By: _________________________________ By: ___________________________

Franchise Franchise

Signed in the Presence of:


__________________________ _________________________________
WITNESS WITNESS

Common questions

Powered by AI

The termination clauses allow the First Party to unilaterally terminate the agreement if the Second Party violates standards, with a notice period of 30 days . The Second Party faces financial and operational risks as premature termination results in significant costs, such as paying a portion of the franchise fee again . For the First Party, the risk lies in potentially alienating partners or causing reputational damage if perceived as exercising termination rights unreasonably.

Partner 1 contributes Php 6,000.00 and Partner 2 Php 4,000.00 to the partnership . This difference in contributions could influence the perceived equity and initial expectations of roles, though the agreement maintains equal authority unless specified. The startup funding disparity might informally affect roles and decision-making orientation, despite the formal equality of partner authority.

The agreement mandates that disputes should first be resolved through mediation. If mediation does not lead to a resolution, then disputes are to be settled via binding arbitration, undertaken in a private dispute resolution procedure by consulting private lawyers . This layered approach emphasizes mediation as a primary means to resolve conflicts before resorting to arbitration.

The Second Party is responsible for maintaining the outlet according to the First Party's standard of operations, including all modifications, upgrades, and maintenance as recommended by the First Party . This responsibility ensures that the franchise outlet operates in alignment with the franchisor's brand and operational standards.

The agreement states that the partnership shall dissolve upon the bankruptcy of a partner unless the remaining partners agree to continue the business. This implies that bankruptcy is considered a significant event that can lead to dissolution, unless the remaining partners decide otherwise . Such legal implications underline the importance of mutual agreement among partners for the continuity of the partnership in the face of such events.

Upon renewal, the franchise fee is reduced by 50% based on prevailing market value . This reduction eases the financial burden for the Second Party and encourages long-term commitment by making continuous operation more affordable. Financial planning must account for potential market value fluctuations affecting renewal costs.

All business decisions within the partnership must be made by majority vote, with each partner having equal authority unless stated otherwise . This framework requires consensus and collaborative decision-making, potentially complicating financial management if partners have divergent views. Furthermore, any withdrawals over Php5,000.00 require approval from the manager of NutriBlend Hub , adding a layer of financial oversight and control.

Profits and losses are divided equally among the partners unless otherwise agreed in writing . This equitable sharing ensures that each partner receives compensation reflecting their contribution to the partnership, fostering a fair and balanced financial relationship among them.

The exclusivity clause prevents the First Party from setting up another franchise outlet within a 50-meter radius of the Second Party’s designated location, with exceptions for buildings, schools, and malls . This limits intra-brand competition and provides the Second Party with a protected operational area, potentially enhancing their competitive advantage in that locale while reducing direct competition from other outlets of the same brand.

The clause stipulates that no partner may transfer their interest without written approval from all other partners . This necessitates collective agreement, balancing flexibility for partners wishing to transfer interests with security for remaining partners, who must consent to any changes in partnership composition, thus protecting the integrity and stability of the partnership.

You might also like