PROJECT PROPOSAL

11 NOVEMBER2020

JANE S. CARO
President /Owner
La Belle Residences
7733 St Paul St, San Antonio Village
Makati City

Greetings! It our pleasure to present our Consultancy Services-Proposal our individual

known reputation of our partner consultants from these different field of expertise/discipline
such as Food Retail concept development,Construction&Design, Operations Management
(FS, Casual Fine dining to QSR)Business Development, Food Delivery Service,Research and
Development RND, Franchising, Marketing, Training and development and other business
channel format expansion/set up.

We are happy to present our Initial proposal that we can offerLA BELLE Residences with
its other business channels on its current direction to operate and build business potential.
Thanks in advance for the wonderful opportunity that we can partner with your Brand. Rest
assured that our services, engagement and transactions with will be with high confidentiality,
commitment, support and best interest of the company will always be our objective.

Below are just initial items (draft/ proposed consultancy deliverables) based on our first
initial meeting and communicated focus and direction of the company.

SCOPE OF WORK
PHASE 1
A. BUSINESS DEVELOPMENT/OPERATIONS
a. BRAND Mission, Vision, Values MVV – management and team alignment
b. Assist management on PMS/POS provider qualification, system implementation
b. Align/Standardize/FOH/BOH personnel job descriptions, PR, work processes
c. Menu (F&B offering devt/PM review)
d. Merchandizingcollaterals development/assistance
e. Brand Grand Launching-pre opening marketing activities- assistance/support
B.Food Delivery System / Development- set up Party TrayDevt
- Set up Systems and Facilities /Delivery RTA market study
 -Present Investment/CAPEX/ Financials- approval
- Management/personnel Delivery operations orientationand training
- Delivery Service SYSTEM/Merchandizing/collaterals development assistance
C. TRAINING MODULES: FOH/ BOH
Basic FS Operations Training and Immersion (Retail/Food Delivery
- Product knowledge Appreciation- Active Retail selling
- Branded Guest Service Experience/ Basic Food Service Training
- Basic F&B food Sanitation and Safety/COVID compliance
- Cash Control Systems/CRISIS Management
- Basic Facilities and Equipment handling and maintenance.
-Profit and LOSS Statement PNL/ Financial Management- By Revenue Channel

Proposed Project Coverage : November 15, 2020 to January 15, 2021

3 Months (project duration/completion)

PHASE 2- HOTEL OPERATIONS: Check Readiness

- ROOMS DIVISION/HOUSEKEEPING Personnel Competency/NC2 cert.

Proposal Term
a. Institutionalize and standardizing all proven systems and processes for both front and
back end both operations and management of food service essentials focus on (e.g
manpower, materials, methods, machines, money, measurements and marketing
efficiencies.
b. Consultancy Services shall pre-qualify/assistance and evaluations of all upcoming
proposals, from suppliers, 3rd party contractor, construction bidders for approval of client
and undergo quality controlparameters to protect business best interest.
c. Assist Branding consistency, compliance and ensure qualityworkmanships basedonset
standards align on the business concept.
d. On this proposal EXCLUSION of the following Admin Task/functions and that entail
processing- Govt Offices permits, licenses and other government compliances. (Such as
Business Permit, Sanitary Permit, Barangay Clearance, Occupational safety Hazard,
Mechanical, Electrical, Occupancy Permit, Plumbing, Fire Protection, Building Permit). But
we will assist review on other FS Systems and Facilities compliance.

SCHEDULE OF PAYMENT SETTLEMENT/ PROFESSIONAL FEE

a. PROFESSIONAL FEE : P 260,000(Two Hundred Sixty Thousand Pesos)vat ex.
50% Payment : P 130,000 (upon signing of proposal and project agreement)
30% : P 78,000 (December 15, 2020)
20% : P 52,000 (January 15, 2021)
Bank Account Details:

BDO NAGA city

Accountaname:

Account Nyumber:

We hope that our deliverables will be favorable and will complement and add value to the
total organization.

Sincerely Yours.

Operations/ Business Development Consultant

Confirmation of Acceptance
I hereby accept the Terms and Conditions and authorize the undesignedto proceed with the work
outlined in this Proposal.

______________________________

SIGNED CONFORME
Date/ sign
 PROJECT AGREEMENT
for project based/consulting services

This Consultancy Agreement is made and entered into this November 11, 2020 by and
between MS JANE S. CARO(Client) owner ofLa Belle Residenceswith its principal place of
business located/ office/business at7733 St Paul St, San Antonio Village Makati City(the
“Company”)
made between

Philip CaezarSayas[the Consultant) with its residential address located at 1373-b Newton
St San Isidro Makati(referred to individually as a “Party” ”). In consideration of Client
retaining to perform support consultancy services for Client, it is agreed as follows:

WHEREAS, the Company is in the business of Hospitality Industry, Wellness and F&B
services;

WHEREAS, the Consultant has expertise in the area of Food Retail concept
development,Operations Management (FS, Casual Fine dining, QSR and Food delivery
Services)Business Development, Franchising, Marketing, Training and development and other
business channel format expansion/set up.
WHEREAS, the Company desires to engage the Consultant to provide certain services in
the area of Consultant’s expertise and the Consultant is willing to provide such services to
the Company; NOW, THEREFORE, the Parties hereby agree as follows:

ENGAGEMENT/SERVICES
(a) Engagement. The Company hereby engages the Consultant to provide and perform the
services set forth in Exhibit A attached hereto (the “Services”/ SCOPE fo work- project
based), and the Consultant hereby accepts the engagement.
(b) Standard of Services. All Services to be provided by Consultant shall be performed with
promptness and diligence in a workmanlike manner and at a level of proficiency to be
expected of a consultant with the background and experience that Consultant. The Company
shall provide such access to its information, property and personnel as may be reasonably
required in order to permit the Consultant to perform the Services.
(c) Tools, Instruments and Equipment. Consultant shall provide Consultant’s own tools,
instruments and equipment and place of performing the Services, unless otherwise agreed
between the Parties.
(d) Representation and Warranty. Consultant represents and warrants to the Company that
it is under no contractual or other restrictions or obligations which are inconsistent with the
execution of this Agreement or which will interfere with the performance of the Services.

Work Product
(a) Defined. In this Agreement the term "Work Product" shall mean all work product
generated by Consultant solely or jointly with others in the performance of the
Services,including, but not limited to, any and all information, notes, material, drawings,
records, diagrams, formula, processes, technology, firmware, software, know-how, designs,
ideas, discoveries, inventions, improvements, copyrights, trademarks and trade secrets.
(b) Ownership. Consultant agrees to assign and does hereby assign to Company all right,
title and interest in and to the Work Product. All Work Product shall be the sole and exclusive
property of the Company/client. Consultant will not have any rights of any kind whatsoever
in such Work Product. Consultant agrees, at the request and cost of Company, to promptly
sign, execute, make and do all such deeds, documents, acts and things as Company may
reasonably require or desire to perfect Company's entire right, title, and interest in and to
any Work Product. Consultant will not make any use of any of the Work Product in any
manner whatsoever without the Company’s prior written consent. All Work Product shall be
promptly communicated to Company.

Assignment
The Services to be performed by Consultant hereunder are personal in nature, and Company
has engaged Consultant as a result of Consultant’s expertise relating to such Services.
Consultant, therefore, agrees that it will not assign, sell, transfer, delegate or otherwise
dispose of this Agreement or any right, duty or obligation under this Agreement without the
Company’s prior written consent. Nothing in this Agreement shall prevent the assignment by
the Company of this Agreement or any right, duty or obligation hereunder to any third party.

SCOPE OF WORK (pls see Proposal as reference to services/details)

Consultancy Period/ Contract duration

(a)This Agreement shall commencement and shall remain in effect until the completion of
the Services until the end of contract and/or or the earlier termination of this Agreement.
(b) Confirmation of Acceptance ofConsultancy Fee/ Professional FEE. In consideration
of the Services to be rendered hereunder, the Company shall pay Consultant a
Consultancy fee specified on the proposal.

Acceptance of this proposal may be indicated by signing a copy of the contract and settling
the following amount stated as payment for the Professional Fee:

Consultancy Fee and Expenses

Reimbursement Expenses. Consultant shall be entitled to reimbursement for all pre-

approved expenses reasonably incurred in the performance of the Services, upon submission
and approval of written statements and receipts in accordance with the then regular
procedures of the Company. Includes but are not limited to the following
a. Mobilization/Travel-related expenses hotel accommodations, transportation, airfare if any
shall be reimbursable to client including per diem.
b. Meeting Meals representations: when the need arise to meet suppliers, partnersand
clients outside for meals or coffee as company representation.
c. Miscellaneous expensenot limited to office supplies, documents printing, and
reproduction of bid documents, lease offers and contracts, construction drawings and blue
prints.

Confidential Information
Defined. In this Agreement the term “Confidential Information” shall mean the Work Product
and any and all information relating to the Company’s business, including, but not limited to,
research, developments, product plans, products, services, diagrams, formulae, processes,
techniques, technology, firmware, software, know-how, designs, ideas, discoveries,
inventions, improvements, copyrights, trademarks, trade secrets, customers, suppliers,
markets, marketing, finances disclosed by Company either directly or indirectly in writing,
orally or visually, to Consultant. Confidential Information does not include information which:

(i) is in or comes into the public domain without breach of this Agreement by the Consultant,
(ii) was in the possession of the Consultant prior to receipt from the Company and was not
acquired by the Consultant from the Company under an obligation of confidentiality or non-
use,
(iii) is acquired by the Consultant from a third party not under an obligation of confidentiality
or non-use to the Company, or
(iv) is independently developed by the Consultant without use of any Confidential
Information of the Company.

(a) Parties recognizes and acknowledges that this Agreement creates a confidential
relationship  between Consultant and Client and that information concerning Client's
business affairs, customers, vendors, finances, properties, methods of operation, computer
programs, and documentation, and other such information, whether written, oral, or
otherwise, is confidential in nature. All such information concerning Client is hereinafter
collectively referred to as "Confidential Information." Consultant agrees to follow Client
Information Security procedures and otherwise take all reasonable precautions for the
protection of Confidential Informations, trade secrets, recipe formulations, or
proprietorystandard made within the scope of the contract with client should be dealt with
high integrity and confidentiality. The proposal is strictly confidential. It is made available to
the Client on the strict understanding it will not be disclosed to any person or entity without
the written consent of both parties.

(b) Obligations of Non-Disclosure and Non-Use. Unless otherwise agreed to in advance and
in writing by the Company, Consultant will not, except as required by law or court order, use
the Confidential Information for any purpose whatsoever other than the performance of the
Services or disclose the Confidential Information to any third party.
Consultant may disclose the Confidential Information only to those of its employees who
need to know such information. In addition, prior to any disclosure of such Confidential
Information to any such employee, such employee shall be made aware of the confidential
nature of the Confidential Information and shall execute, or shall already be bound by, a
non-disclosure agreement containing terms and conditions consistent with the terms and
conditions of this Agreement. In any event, Consultant shall be responsible for any breach of
the terms and conditions of this Agreement by any of its employees. Consultant shall use the
same degree of care to avoid disclosure of the Confidential Information as it employs with
respect to its own Confidential Information of like importance, but not less than a reasonable
degree of care.

© Consultant agrees that, except as directed by Client, it will not at any time during or after
the term of this Agreement disclose any Confidential Information to any person whatsoever
and that upon the termination of this Agreement it will turn over to Client all documents,
papers, and other matter in its possession or control that relate to Client. Consultant further
agrees to bind its employees and subcontractors to the terms and conditions of this
Agreement.

(d) Return of Confidential Information. Upon the termination or expiration of this Agreement
for any reason, or upon Company’s earlier request, Consultant will deliver to Company all of
Company’s property or Confidential Information in tangible form that Consultant may have in
its possession or control. The Consultant may retain one copy of the Confidential Information
in its legal files.

Interference with Business as Independent Contractor

The Consultant agrees that all Services will be rendered by it as an independent consultant/
contractor.and that this Agreement does not create an employer-employee relationship
between the Consultant and the Company. Consultant further acknowledges that it is not
considered an affiliate or subsidiary of Client, The Consultant shall have no right, entitlement
to client any employment rights and benefits provided by the Company to its employees.
This Agreement does not authorize the Consultant to act for the Company as its agent or to
make commitments/or contracts on behalf of the Company. Consultant understood that this
undertaking is not a joint venture.
(a) Non-Competition. During the term of this Agreement, Consultant will engage in no
business or other activities which are, directly or indirectly, competitive with the business
activities of the Company without obtaining the prior written consent of the Company.
(b) Non-Solicitation. Consultant agrees that for a period of one (1) year after termination of
this Agreement, Consultant shall not:
 (i) divert or attempt to divert from the Company any business of any kind in
which it is engaged, including, without limitation, the solicitation of or
interference with any of its suppliers or customers, or

(ii) employ, solicit for employment, or recommend for employment any person
employed by the Company, during the Consultancy Period and for a period of one
(1) year thereafter.

Force Majeure
Either Party shall be excused from any delay or failure in performance required hereunder if
caused by reason of any occurrence or contingency beyond its reasonable control, including,
but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other
serious labor or major disputes, riots, earthquakes, floods, explosions or other acts of nature.

Non-Publicity
Each of Company and Consultant agree not to disclose the existence or contents of this
Agreement to any third party without the prior written consent of the other Party except: (i)
to its advisors, attorneys or auditors who have a need to know such information, (ii) as
required by law or court order, (iii) as required in connection with the reorganization of a
Party, or its merger into any other corporation, or the sale by a Party of all or substantially all
of its properties or assets, or (iv) as may be required in connection with the enforcement of
this Agreement.
General
This Agreement constitutes the entire agreement of the Parties on the subject hereof and
supersedes all prior understandings and instruments on such subject. This Agreement may
not be modified other than by a written instrument executed by duly authorized
representatives of the Parties.
No waiver of any provision of this Agreement shall constitute a waiver of any other
provision(s) or of the same provision on another occasion. Failure of either Party to enforce
any provision of this Agreement shall not constitute a waiver of such provision or any other
provision(s) of this Agreement.

Should any provision of this Agreement be held by a court of competent jurisdiction to be

illegal, invalid or unenforceable, such provision may be modified by such court in compliance
with the law giving effect to the intent of the Parties and enforced as modified. All other
terms and conditions of this Agreement shall remain in full force and effect and shall be
construed in accordance with the modified provision.

Provisions for Termination of contract

Either party to this Agreement may pre-terminate or amend this Agreement with or without
cause by providing specific written consent/ approved of both parties.at least 21 days written
notice coming from eitiher party with due mutual conforme/approval. Any notice given
under this Agreement shall be sufficient if it is in writing and if sent by certified or registered
mail. However, reason should provide settlement of accountability/damage similarly if
consultant wish to pre terminate.
Likewise,the death or physical or mental incapacity of Consultant or any key person such key
person becomes unable to continue the proper performance of the Services, an act of gross
negligence or wilful misconduct of a Party, and the insolvency, liquidation or bankruptcy
of a Party. If Consultant brings a legal action to collect any sums due under this Agreement,
it shall be entitled to collect, in addition to all damages, its costs of collection, including
reasonable attorney's fees.
Effect of Termination. Upon the effective date of termination of this Agreement, all
legalobligations, rights and duties arising out of this Agreement shall terminate except for
such legal obligations, rights and duties as shall have accrued prior to the effective date of
termination and except as otherwise expressly provided in this Agreement.

IN WITNESS WHEREOF, and intending to be legally bound, the Parties have duly executed
this Agreement by their authorized representatives as of the date first written above. I
hereby accept the Terms and Conditions and authorize to proceed with the work outlined in
this Proposal.

Signed for and on behalf of Signed for and on behalf of

By: By:
Name:JANE S. CARO Name: PHILIP CAESAR SAYAS
Title: President/ Owner Title: Operations Consultant