Theo & Philo Chocolate Factory, Inc.

#6430 Sto Rosario St, Mapulang Lupa, Valenzuela

Tel# (02) 8631-1362

Sales Commission Agreement

THIS COMMISSION AGREEMENT (the "Agreement") made and entered into on July 11, 2023, by and between Michelle
De Jesus Achumbre (the "Employee"), an individual residing at San Jose Del Monte, Bulacan and Theo and Philo Chocolate
actory Inc. (the "Company), a private corporation having office at Mapulang lupa Valenzuela City.
W I T N E S S E T H:
WHEREAS, the Employee is willing to enter into this Sales Commission Agreement and employment with the Company
upon the conditions and terms herein set forth;
NOW THEREFORE, for the valuable consideration set forth in this Agreement and intending to be legally bound, the
Employee and the Company mutually promise and agree as follows:
1. Position and Duties. During the time this Agreement is in effect, the Company will employ the Employee and the
Employee will accept such employment, in such capacities and with such powers and duties as may from time to time be
determined by the CEO of the Company. The Employee will devote substantially all of her time and attention to, and will
use his best energies and abilities in the performance of, her duties and responsibilities as prescribed in this Paragraph 1,
and will not engage as a director, officer, employee, partner, shareholder, or any other capacity, in any business which
competes, conflicts or interferes with the performance of his duties hereunder in any way, or solicit, canvass or accept any
business or transaction for any other such competing business.
2. Compensation and Incentives.

A. For all services to be rendered by the Employee pursuant to Paragraph 1 of this Agreement, and in part of the
consideration for the other obligations and promises of the Employee as set forth in this Agreement, the Company will
compensate the Employee at the monthly rate of 25,000.00 Php ("Base Compensation") with it being intended that such
Base Compensation shall be reviewed annually hereafter, with the changes in Base Compensation to be determined by the
CEO in his sole discretion from time to time based on the performance of the Employee and the results of the Company.
The Base Compensation shall be paid to the Employee in equal installments and shall be subject to applicable income tax
withholding deductions required by law and other deductions authorized by the Employee. The Employee will be entitled to
reasonable vacation and sick leave upon regularization in accordance with Company policy.
B. In addition to her Base Compensation, the Employee will be entitled to the following performance incentives during the
time he is employed by the Company:

C. 500,000.00 Php (excluding VAT and shipping charges) monthly quota as initial quota, and that may change as the
company sees fit. Upon reaching the monthly quota, the employee has a sales commission of 1% percent of the total
amount (excludiing VAT) of all sales to new customers with whom it was the Employee who made the initial contact on
behalf of the Company. From time to time, the Company may also designate existing customers as accounts of the
Employee, for which the Employee will earn sales commissions at the above rate. Monthly quota is calculated based on
sales orders delivered for the month. Previous month's sales/delivery are not accumulated. Sales Commissions earned will
be paid upon the completion of each respective order (i.e., when all order has been completed and the customer's invoices
relating thereto have been fully paid,). Sales commission is also subjected to regular tax compliance.

3. Term. This Agreement for employment by and between the parties shall be an agreement for employment at will
commencing on the date hereof, subject to immediate termination by either party with or without notice or cause.
Nothing contained in this Agreement shall be construed to prevent the Company from terminating the employment of the
Employee hereunder at any time for cause. As used in this Agreement, "termination for cause" shall mean a termination
based upon the dishonesty, gross negligence, incompetence or moral turpitude of the Employee or any failure to perform his
duties hereunder or otherwise comply with and observe the covenants and agreements made by him herein.
4. Non-Competition. During the time of his employment by the Company, and for a period of One (1) year thereafter, the
Employee shall not, directly or indirectly, acting alone or in conjunction with others:
A. Solicit, canvass or accept any business or transaction for any other person, firm or corporation or business similar to the
business of the Company, from any past or existing customers of the Company;
5. Trade Secrets/Confidential Information. The Employee agrees that he will not at any time or in any manner divulge,
disclose or communicate to any person, firm or corporation any trade, technical or technological secrets; any details of the

Company's organization or business affairs, its manner of operation, its plans, processes, and/or other data; any names of
past or present customers of the Company; or any other information relating to the business of the Company, without regard
to whether all of the foregoing matters will be deemed confidential, material, or important. With respect to the foregoing, the
Employee hereby stipulates and agrees that the same are confidential, material, and important, and any breach of this
Paragraph 5 will adversely affect the business of the Company, its effective and successful management, and its inherent
good will.
6. Assignment. The benefits of this Agreement are and shall be personal to the Employee, and none thereof shall inure to
the benefit of his heirs, personal representatives, or assigns. The obligations and duties of the Employee hereunder shall be
personal and not assignable or delegable by him in any manner, whatsoever. This Agreement shall be binding upon and
inure to the benefit of the Company and it shall be assignable by the Company to any entity which may acquire substantially
all of the business and assets of the Company, or with or into which the Company may be merged or consolidated.

7. Entire Agreement, Amendment. This Agreement constitutes the entire agreement between the parties with respect to
the employment of the Employee by the Company and shall be deemed to supersede and cancel any other written
agreements between the parties hereto relating to the transactions herein contemplated. No representation, inducement or
condition set forth herein has been made or relied upon by any party. This Agreement may be amended, modified or waived
only by an instrument in writing signed by the Employee and an authorized executive officer of the Company.
 Theo & Philo Chocolate Factory, Inc.
#6430 Sto Rosario St, Mapulang Lupa, Valenzuela
Tel# (02) 8631-1362
8. General. The headings of the Articles and Paragraphs of this Agreement are for the convenience of reference and not to
be used to interpret or construe any provisions of this Agreement. This Agreement shall be construed and enforced in
accordance with and governed by the laws of [specify state].
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

NAME OF EMPLOYEE NAME OF EMPLOYER WITNESSED BY:

MICHELLE D.J. ACHUMBRE PHILO T. CHUA JAYVILYN V. ARENDELA

Signature
Signature Signature

SALES ACCOUNT EXECUTIVE CEO HR OFFICER

DATE: DATE: DATE:

Copyright 2023 Theo and Philo Chocolate Factory Inc.