This Franchise Agreement (“Agreement”) is made and entered into on [Date],

BETWEEN:

• [Franchisor’s Name], a company organized and existing under the laws of [Franchisor’s Country], with its principal place of business located at [Franchisor’s Address] (“Franchisor”),

AND

• [Franchisee’s Name], an individual/business organized and existing under the laws of [Franchisee’s Country/State], with its principal place of business located at [Franchisee’s Address] (“Franchisee”).

WHEREAS, the Franchisor owns and operates [Description of Business and Brand], and has developed a unique system for the operation of such businesses;

WHEREAS, the Franchisee wishes to obtain the right to operate a franchise utilizing the Franchisor’s system and brand;

BACKGROUND

This Agreement establishes the collaboration between the Franchisor, with its established business model and brand, and the Franchisee, who seeks to leverage this model for mutual growth. This partnership aims to extend the Franchisor’s market presence, underpinned by shared interests in the franchise’s prosperity.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the parties agree as follows:

GRANT OF FRANCHISE

1. The Franchisor hereby grants to the Franchisee, and the Franchisee accepts, a non-exclusive right to operate a franchise at the following address: [Exact Address of Franchise Location], as mutually agreed upon and documented herein. The Franchisee shall conduct business from this location under the Franchisor’s trademarks and business system, and shall not relocate or alter the premises without obtaining prior written consent from the Franchisor. The agreed location is selected based on a strategic analysis adhering to the Franchisor’s criteria for market presence, accessibility, and potential for customer reach.

FRANCHİSOR’S OBLIGATIONS

• The Franchisor agrees to provide initial training of at least [Specify Number for First Occurence] hours, ongoing support that includes a minimum of [Specify Number fro Second Occurence] site visits per year by a Franchisor representative, and other assistance as detailed in the Franchise Manual, including but not limited to, marketing strategies, operational guidance, and inventory management. The Franchisor must also provide a direct contact for assistance and guidance that the Franchisee can access at any reasonable time.

FRANCHISEE’S OBLIGATIONS

• The Franchisee agrees to operate the franchise in strict adherence to the operational standards, service quality, and cleanliness as outlined in the Franchise Manual, which is provided by the Franchisor. The Franchisee shall comply with all applicable laws and regulations. The Franchise Manual shall be subject to periodic updates, which the Franchisor agrees to provide no more than twice per calendar year unless urgent changes are required by law or regulatory authorities. The Franchisee shall be afforded a grace period of [Specify Number for Third Occurrence] days from the receipt of any updated manual to implement any new standards or procedures, during which no penalties or

enforcement actions will be taken for non-compliance with the new changes.

FEES

4. The Franchisee agrees to pay the Franchisor an initial franchise fee of [Amount]. Thereafter, the Franchisee shall pay ongoing royalties based on a [Percentage] of gross sales, payable [Frequency]. In recognition of potential market volatility, a minimum royalty payment is established at [Minimum Amount], ensuring that the Franchisee’s financial obligations reflect current market conditions. Additionally, should the gross sales not meet the minimum threshold for two consecutive [Specify Period – e.g., quarters], the Franchisee may request a reassessment of the royalty terms to ensure the sustainability of the franchise operations.

Territory Protection and Restrictions

•  In addition to the non-exclusive right to operate at the specified address as outlined in Clause 1, the Franchisor grants the Franchisee exclusive operating rights within a defined geographic territory (“Designated Territory”). The exact boundaries of the Designated Territory shall be detailed in an annex to this Agreement.

• During the term of this Agreement, the Franchisor agrees not to open or authorize another franchise or company-operated business that directly competes with the Franchisee’s business within the Designated Territory.

• The Franchisee agrees not to open, operate, or authorize a franchise business outside of the Designated Territory without prior written consent from the Franchisor. The Franchisee’s business activities are restricted to the Designated Territory to ensure focused market penetration and brand consistency.

• Any relocation or significant alteration of the premises as stated in Clause 1 is subject to the terms of territorial exclusivity as defined in this clause and requires prior written consent from the Franchisor.

TERM AND TERMINATION

• This Agreement shall be effective for a term of [First Occurrence in Termination Clause] years from the date hereof, unless terminated earlier under the provisions of this section.

1. Within [Specify Period, e.g., 6 months] prior to the expiration of this Agreement, the Franchisee may request to renew this Agreement under the same or updated terms. The Franchisor reserves the right to accept or reject the renewal based on the Franchisee’s performance and adherence to brand standards.

1. Termination for Cause: Either party may terminate this Agreement for cause, which shall include, but not be limited to:

a) Repeated failure by the Franchisee to comply with the operational standards as specified in the Franchise Manual, after receiving [Termination for Non-Compliance after Warnings] written warnings.

b) Conduct by the Franchisee that is materially detrimental to the Franchisor’s brand or reputation.

c) Persistent financial difficulties of the Franchisee affecting the operation of the franchise.

d) Breach of contract by either party not cured within [Breach of Contract] days after written notice of such breach.

1. Early Termination by Mutual Agreement: The parties may mutually agree to terminate this Agreement earlier than the specified term, in which case the terms of such mutual termination shall be documented in writing.

1. In the event of early termination not for cause:

a) The terminating party shall provide [Notice Period] days’ notice to the other party.

b) An early termination fee of [Early Termination Fee] shall be payable by the terminating party, unless the termination is due to a breach of contract by the other party or in circumstances covered by force majeure.

1. Post-Termination Obligations

a) Upon termination, the Franchisee shall cease the use of all Franchisor’s trademarks, branding, and cease operations of the franchise.

b) All outstanding obligations including fees and other amounts due under this Agreement shall be settled up to the effective date of termination.

c) Any assets or equipment provided by the Franchisor shall be returned in good condition, except for normal wear and tear.

Advertising and Marketing

1. The Franchisee will participate in local and national advertising campaigns as determined by the Franchisor. This participation may include financial contributions to designated advertising funds.

1.  The Franchisee will contribute to a marketing fund in an amount set by the Franchisor to support marketing efforts, and the administration of this fund will be managed by the Franchisor.

1.  The Franchisee has the right to conduct their own local marketing and promotional activities, provided that these activities are consistent with the overall brand and advertising policies of the Franchisor.

INTELLECTUAL PROPERTY

18. The Franchisee is permitted to use the Franchisor’s trademarks and other intellectual property solely in connection with the operation of the franchise and in accordance with guidelines set by the Franchisor.

INSURANCE

19. The Franchisee shall obtain and maintain, at its own expense, comprehensive general liability insurance with minimum limits of [Specify Limits per-occurrence] per occurrence and [Specify Limits for Minimum Aggregate] aggregate, which shall include, but not be limited to, coverage for property damage, personal injury, and advertising injury. The Franchisee shall also maintain any other insurance coverage types as may be reasonably required by the Franchisor, which shall be specified in the Franchise Manual. The Franchisor shall have the right to request proof of such insurance at any time, and failure to provide proof of insurance or maintain adequate coverage shall be considered a material breach of this Agreement.

LIMİIATION OF LIABILITY

• Neither party shall be liable to the other for any indirect, special, or consequential damages arising out of this Agreement, except in cases of gross negligence or willful misconduct. The total liability of either party for any claim arising out of or related to this Agreement shall not exceed the amount of the initial franchise fee paid by the Franchisee. This limitation shall not apply to obligations under the indemnification or confidentiality clauses of this Agreement, or as otherwise prohibited by applicable law.

NON-SOLICITATION

• During the term of this Agreement and for [Non-Solicitation Period] years thereafter, neither party shall directly or indirectly solicit, recruit, or hire any employee of the other party, or encourage any employee of the other party to leave their employment, without prior written consent. This restriction shall also extend to any subcontractors or consultants involved in the Franchisee’s business. The Parties agree that this non-solicitation obligation is reasonable and necessary to protect the legitimate business interests of each party and shall be enforceable to the fullest extent permitted by law. In the event of a breach of this provision, the non-breaching party shall be entitled to seek equitable relief, including but not limited to injunctive relief, as well as damages.
  
  

CONFIDENTIALITY

• Both parties acknowledge that in the course of executing and performing this Franchise Agreement, each may be exposed to or acquire information that is proprietary or confidential to the other party (“Confidential Information”). Such Confidential Information includes, but is not limited to, the operational, marketing, financial, technical, and business information of the Franchisor’s franchise system and the sales and customer data of the Franchisee. Each party agrees to maintain the confidentiality of all such information and to use it solely for the purposes of fulfilling their respective obligations under this Agreement.

• In lieu of executing a separate Non-Disclosure Agreement (NDA), the terms and conditions of this clause within this Franchise Agreement shall govern the handling, use, and protection of Confidential Information. Both parties agree that these terms are sufficient to protect the proprietary information of each party and that they will adhere to these confidentiality obligations with the same level of care as if a separate NDA were executed.

• The obligation of confidentiality set forth in this clause shall survive the termination or expiration of this Agreement for a period of [Specify Number for duration of confidentiality] years. During this period, neither party shall use or disclose the other party’s Confidential Information for any purpose outside the scope of this Agreement, except as may be required by law or with the prior written consent of the disclosing party.

INTELLECTUAL PROPERTY RIGHTS

• The Franchisor grants the Franchisee a non-exclusive, non-transferable license to use the trademarks, service marks, trade dress, and other intellectual property rights related to the [Description of Business and Brand for franchise] franchise system (collectively, the “Intellectual Property”) solely for the operation of the franchised business at the agreed location. The Franchisee agrees to use the Intellectual Property in strict accordance with the standards set by the Franchisor and only within the territory defined in this Agreement.

• The Franchisee agrees not to challenge the validity, ownership, or enforceability of the Franchisor’s Intellectual Property during the term of this Agreement and for a period of [Post-Termination Intellectual Property] years post-termination of this Agreement.

• The Franchisor shall defend any claims or actions brought against the Franchisee alleging that the use of the Intellectual Property as contemplated under this Agreement infringes the intellectual property rights of a third party, provided that:

a) The Franchisee promptly notifies the Franchisor in writing of the claim, giving the Franchisor control of the defense and any related settlement negotiations; and

b) The Franchisee cooperates fully with the Franchisor and provides assistance, information, and authority as needed to defend or settle such claim.

MISCELLANEOUS

28. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements. This Agreement may only be amended in writing and signed by both parties.

DISPUTE RESOLUTION

• In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. If they do not reach such solution within a period of [Specify Number for Dispute Resolution Period] days, then, upon notice by either Party to the other, disputes, claims, questions, or disagreements shall be resolved by arbitration administered by the [Specify Arbitration Association] in accordance with its Arbitration Rules.

• Arbitration shall take place in [Specify Location], and shall be conducted in the English language. The decision of the arbitrator(s) shall be final and binding upon the Parties, and the award rendered may be entered in any court having jurisdiction thereof.

• The Parties shall share equally in the costs of the arbitration, including administrative fees, arbitrator’s fees, and legal fees incurred by each Party, unless the arbitrator(s) decide(s) that the costs should be allocated in a different manner as part of their award.

• Any litigation related to this Agreement shall be brought in, and each Party consents to the jurisdiction of, the courts located in [Specify Jurisdiction].

• Notwithstanding the above, either Party may seek immediate emergency relief before any court of competent jurisdiction in order to maintain the status quo until the arbitration award is rendered or the dispute is otherwise resolved.

GOVERNING LAW AND JURISDICTION

• This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of [Specify Jurisdiction, e.g., England and Wales].

• Each Party irrevocably agrees that the courts of [Specify Jurisdiction, e.g., England and Wales] shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

GENERAL PROVISIONS

• This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, relating to its subject matter.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Franchisor’s Name:

Title:

Date:

Sign: : ___________________________

Franchisee’s Name:

Title:

Date:

Sign: ___________________________