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Agreement 42 ing Agreement 41 SCHEDULE The Trade Marks: [________] The Equipment Package: [________] Location of the Premises: [________] Stock of the Products: [________] The Territory: [________] Franchising Signed by the Franchisor .................................... Signed by the Franchisee .................................... Signed by the Individual .................................... Franchisignee under clause [27] is deemed to be a party to this agreement. 42.3 This agreement may be rescinded or varied without the consent of or the need to give any notice to any person not a party to it. it should have been delivered at the address to which it was sent. 42.2 This agreement does not create any right enforceable by any person not a party to it except that a transferee, successor or ass consent and the like shall be deemed to have been given when served if made by personal delivery or if not made by personal delivery at the time when in the course of ordinary postage or transmission first class post or recorded delivery to the address of such party set out in this agreement or to such changed address as shall for that purpose be notified to the other party and every such notice,RTY RIGHTS 42.1 Any notice, consent or the like required to be given to any party in connection with this agreement shall be in writing and shall be served personally or shall be sent by fax, e-mail,1.4 It is expressly provided that nothing in this agreement shall exclude any liability of the Franchisor for pre-contractual statements or representations made fraudulently. 42. NOTICE AND THIRD PA If the exclusion of liability for negligent misrepresentation fails the test of reasonableness applicable to such an exclusion then liability for negligent misrepresentations shall not be excluded. 4er into this agreement shall to the extent that any such statements or representations are not annexed to this agreement confirm that they have not relied on any such statement or representation. 41.3dividual having been given the opportunity to provide to the Franchisor particulars of any statements or representations which they consider have been made and which have induced either of them to enturnover, profitability or any other Franchising Agreement 40 matter unless such representations or statements are annexed to this agreement and signed by the parties. 41.2 The Franchisee and the Inanchisee and the Individual acknowledge that they have not relied on any such oral or written representations or statements about the Business, the Franchisee's Business, the prospects for the same, ton with the subject matter of this agreement. No director, employee or agent of the Franchisor is authorised to make any representation or warranty not contained in this agreement or Manual and the Frate rate should be added to such payment. 41. ENTIRE AGREEMENT 41.1 This agreement and the Manual constitute the entire agreement between the parties and supersedes all prior agreements in connecti or otherwise enforcing payment of the same. 40.2 All sums to be paid to the Franchisor under this agreement are, unless otherwise expressly provided, VAT exclusive and accordingly VAT at the appropri the date payment became due until payment is received in full by the Franchisor. The Franchisee shall pay all the Franchisor's costs, charges and expenses directly or indirectly incurred in obtainingsigned by or on behalf of each of the parties hereto. 40. INTEREST AND VAT 40.1 Any monetary obligation not paid by the Franchisee on its due date shall bear interest at two per cent per Month fromMODIFICATION 39.1 No variation, modification or alteration of any of the terms of this agreement (which for such purposes shall exclude the Manual) shall be of any effect unless evidenced in writing uce any payments required to be made to that third party on the grounds that it or he is owed monies by the Franchisor unless such third party's consent has previously been obtained in writing. 39. ent. 38.2 For the avoidance of doubt if the Franchisee or the Individual are required to make any payment to third parties neither the Franchisee nor the Individual will be entitled to withhold or redd or reduce a payment; or 38.1.2 the proposed withholding or reduction of a payment by the Franchisee or the Individual arises directly from the Franchisor's fraud or intentional breach of this agreemsor has issued a credit note or has otherwise Franchising Agreement 39 acknowledged in writing that the Franchisee and/or the Individual have made an over payment or are otherwise entitled to withholeither the Franchisee nor the Individual will be entitled to withhold or reduce any payment required by the Franchisor to be made to the Franchisor for any reason whatsoever unless: 38.1.1 the Franchiwith an explanatory memorandum setting out the reasons for the amendments. The Franchisee and the Individual shall execute the revised agreement within 14 days of its receipt. 38. NO SET OFF 38.1 Nn the same form as this agreement but incorporating those amendments (and only those amendments) which are in the Expert's opinion required to enable this agreement to comply with the Exemption along constitute a breach of Article 81 of the E.C. Treaty and that it is in the Franchisor's commercial interests for the agreement to so comply, the Franchisor shall submit a revised franchise agreement iiation's legal committee ("the Expert") that this agreement does not comply with the European Commission's block exemption for vertical restraints ("the Exemption"), that a failure to so comply could the Franchisor may terminate this agreement. 37.3 If the Franchisor shall receive advice confirmed in writing by a solicitor specialising in franchising who is a member of the British Franchise Assoc for such alteration if not. If the parties are unable to agree on such a modification or compensation within three months after the notice of request has been received by the party not affected, thenn the parties shall on request from the Franchisor enter into bona fide negotiations directed towards agreeing a modification to this agreement to restore the situation if practicable or to compensate or other international agreement or the judicial construction of any of them shall substantially alter the relationship between the parties hereto or the advantages derived from such relationship theons and limitations of governments or other bodies having jurisdiction over the parties hereto. 37.2 If any such law, order, regulation, direction, restriction or limitation as aforesaid or any treatym the Franchisor. 37. SUPERVENING LAWS 37.1 The rights and obligations of the parties hereto under this agreement shall be subject to all applicable laws, orders, regulations, directions, restricti the costs awarded to the Franchisor by the court and the actual costs (including all disbursements and court fees) incurred by the Franchisor within fourteen days of receiving a request therefore frof litigation is instigated as envisaged by sub-clause [35.5] and the Franchisor is awarded its costs in the proceedings, the Franchisee shall Franchising Agreement 38 make good the difference betweene [35.4] fails to resolve the dispute or if either party believes that immediate injunctive relief is required or the dispute relates to the non payment of sums due from one party to the other. 36.6 Ibitration scheme. 36.5 Notwithstanding the provisions of sub-clauses [35.3 and 35.4] the parties shall not be prevented from resolving any dispute by litigation if the procedure envisaged by sub-claus on an amicable basis. 36.4 The Franchisee must and the Franchisor may refer (but shall not be obliged so to do) all disputes to an arbitrator under the British Franchise Association's then current ar will faithfully comply with all applicable laws or regulations for the conduct of its business. 36.3 The Franchisor will before recourse to litigation attempt to settle all disputes in good faith andgoverned in all respects in accordance with English law and shall be construed and take effect as an agreement made in England. 36.2 The Franchisee shall conduct its business in a lawful manner and it by the Franchisee, its employees or agents. 35.6 In this Clause data controller and personal data shall have the same meanings as set out in the 1998 Act. 36. GOVERNING LAW 36.1 This agreement is e or distress caused to that individual or other legal person as a result of the Franchisee's unauthorised processing, unlawful processing, destruction of and/or damage to any Franchise Data processedity, loss, costs and expenses incurred in connection therewith incurred by the Franchisor as a result of any claim made or brought by any individual or other legal person in respect of any loss, damag shall be provided to/acquired from such employee(s) by the Franchisee on behalf of the Franchisor. 35.5 The Franchisee shall indemnify the Franchisor against all claims and proceedings and all liabilut the Franchisee and to display on the Franchisor's website. The Franchisee agrees to ensure that for this purpose, any notices and/or consents required for the Franchisor to comply with the 1998 Actance with the 1998 Act. 35.4 The Franchisee agrees to provide the Franchisor with contact details of the Franchisee and at least one employee for the Franchisor to provide in relation to enquiries aboe Franchisor Franchising Agreement 37 for the purpose of performing its obligations under and in accordance with this agreement and only on written instructions from the Franchisor to ensure complind organisational security measures sufficient to comply at least with the obligations imposed on the Franchisor by the Seventh Principle; 35.3.2 only to process Franchise Data for and on behalf of th to comply with the obligations placed on the Franchisor by the seventh data protection principle ("the Seventh Principle") set out in the 1998 Act, which shall include: 35.3.1 to maintain technical aacts as a person or organisation which processes personal data on behalf of a data controller ("Data Processor") or on behalf of the Franchisor in relation to the Franchise Data, the Franchisee agreesconsultation or use; 35.2.3 disclosure by transmission, dissemination or otherwise making available; or 35.2.4 alignment, combination, blocking, erasure or destruction. 35.3 Insofar as the Franchisee eans obtaining, recording or holding personal data or carrying out any operation or set of operations on the personal data, including: 35.2.1 organisation, adaptation or alteration; 35.2.2 retrieval, der the 1998 Act are complied with, the Franchisee agrees to allow the Franchisor to approve and if the Franchisor deems necessary, amend, any such notice. -- -- -- 35.2 Process and/or processing mas the case may be, transferred to the Franchisor. In addition the Franchisee shall obtain any necessary consents for such processing under the 1998 Act. To ensure that the Franchisor's obligations undoubt, this includes informing such individuals that on termination of this agreement, personal data relating to them, including personal data contained in any customer list, shall be retained by or, ithout first consulting with and obtaining the consent of the Franchisor; and inform any individual whose personal data may be processed under this agreement, of such processing. For the avoidance of and promptly inform the Franchisor about the receipt of any subject access request received by the Franchisee; and not disclose or release any Franchise Data in response to a subject access request we 1998 Act. This includes the obligation to: -- provide the Franchisor with reasonable assistance in complying with any subject access request served on the Franchisor under Section 7 of the 1998 Act;posed on the Franchisee by this agreement; 35.1.4 use all reasonable efforts to assist the Franchisor to comply with Franchising Agreement 36 such obligations as are imposed on the Franchisor by thFranchisee by this agreement and to ensure that such employees and/or third parties are subject to written contractual obligations concerning the Franchise Data which are no less onerous than those imions under this agreement; 35.1.3 not disclose Franchise Data to or allow access to it other than by employees and/or third parties engaged by the Franchisee to perform the obligations imposed on the the Data Protection Act 1998 ("1998 Act") and any other applicable data protection legislation; 35.1.2 process the Franchise Data only insofar as is necessary for the purpose of performing its obligatOTECTION 35.1 The Franchisee agrees that it will in relation to the personal data processed in connection with this agreement ("Franchise Data"): 35.1.1 process the Franchise Data in accordance with plication provided to come into or continue in force after such termination and shall be without prejudice to the accrued rights and liabilities and other remedies of the parties hereto. 35. DATA PRe same or affect that party's rights thereafter. 34. CONTINUING PROVISIONS 34.1 The termination of this agreement (for whatever reason) shall not terminate any provision which is expressly or by ime. 33. WAIVER 33.1 The failure of any party at any time to enforce any of the terms provisions or conditions of this agreement or to exercise any right hereunder shall not constitute a waiver of thch cause has delayed or prevented its performance hereunder and thereafter such party shall take all action within its power to comply with the terms of this agreement as fully and promptly as possible due to any causes beyond the reasonable control of the parties hereto, but the affected party shall promptly upon the occurrence of such cause so inform the other parties in writing, stating that suame of the Franchisee. Franchising Agreement 35 32. FORCE MAJEURE 32.1 None of the parties to this agreement shall be responsible to any other party for any delay in performance or non-performancisor may direct the following words (or such other words to similar effect as may from time to time be specified by the Franchisor): "a Franchise owned and operated under Licence by" followed by the n1.1 The Franchisee shall place upon all letter headings, bills, invoices and all other documents and literature used in connection with the Franchisee's Business in such manner and place as the Franchnd the Franchisee shall not act for or make any representation on behalf of the Franchisor in any such dealings and shall have no power to contract on behalf of the Franchisor. 31. BUSINESS NAMES 3ligations of the other party and the Franchisee shall in no way be considered as being an agent or representative of the Franchisor in any dealings which the Franchisee may have with any third party athe Franchisor. 30. AGENCY 30.1 Nothing in this agreement shall be construed as making the parties hereto partners or joint venturers or render either party hereto liable for any of the debts or obuch a transfer. 29. RESERVATION OF RIGHTS 29.1 All rights and licences not specifically or expressly granted to and conferred upon the Franchisee by this agreement are for all purposes reserved to fit of the successors and assigns of the Franchisor. If required by the Franchisor the Franchisee and the Individual shall do all such things as the Franchisor shall reasonably require to facilitate snty. 28. TRANSFER BY FRANCHISOR 28.1 This agreement and all the rights of the Franchisor hereunder may be assigned, transferred or otherwise dealt with by the Franchisor and shall inure to the beneducts, the Services or the System save such as are specifically authorised in the Manual in its then current form at the time of the making by the Franchisee of any such representation, claim or warraAUTHORITY 27.1 The Franchisee shall make no representation or claim and shall give no warranty to any person in respect of the Franchisee's Business, the Franchising Agreement 34 Business, the Pro System, methods, trade secrets and confidential information or know how relating to the operation of a business similar to the Business or on how to conduct the Business. 27. NO WARRANTIES WITHOUT s are fair and reasonable. 26.4 The Franchisee and the Individual hereby warrant that prior to the execution of this agreement or any similar agreement with the Franchisor they had no knowledge of ther the Individual who enter into this agreement with the benefit of legal advice in full knowledge of all the provisions hereof and the Franchisee and the Individual acknowledge that all such provisionessary for the protection of the Franchisor and its other franchisees, the System, the Trade Name and the Trade Marks and does not unreasonably interfere with the freedom of action of the Franchisee onnexed to this agreement and signed by the parties to this agreement. 26.3 It is hereby expressly agreed between the parties that each of the restrictions contained in this agreement is reasonably necchisor or relied upon by the Franchisee or the Individual in entering into this agreement save such as may have been notified by the Franchisee or the Individual to the Franchisor in writing and are at and experience of the Franchisee and the Individual having taken such independent advice. Accordingly, no representation, warranty, inducement or promise express or implied has been made by the Franith other franchisees of the Franchisor and to seek other appropriate independent advice, and that the decision to enter into this agreement has been taken solely on the basis of the personal judgemen or any other aspect of the Franchisee's Business. The Franchisee and the Individual acknowledge that they have been advised by the Franchisor to discuss their intention to enter into this agreement w on experience actually obtained in practice but that the Franchisor does not give any guarantee or warranty with regard to such matters or generally in connection with the sales volume, profitabilitye Franchisee to establish the Franchisee's Business, recommending equipment and materials and assessing the suitability of the Franchisee and the Premises, the Franchisor has based its recommendationsat they have no rights in the System save for those rights granted under this agreement. 26.2 The Franchisee and the Individual hereby acknowledge that in giving advice to the Franchisee, assisting thonsist of more than one person the liability of such persons shall be joint and several. Franchising Agreement 33 26. ACKNOWLEDGEMENTS 26.1 The Franchisee and the Individual hereby acknowledge thranchisor in contract or tort arising from this agreement, the Franchisee's Business or the Franchisor's representations, all such rights being vested in the Franchisee. 25.5 If the Individual shall c into this agreement only for the purposes of accepting the obligations in this agreement which are expressed to apply to the Individual and the Individual confirms that he has no rights against the Ferences in this agreement to the Individual shall unless the context otherwise requires be to each (if there are more than one) of the Individuals. 25.4 The Individual acknowledges that he has enteredt less than [________] per cent of the issued voting capital of the Franchisee; 25.2.2 be a director of the Franchisee; 25.2.3 devote his full time and attention to the Franchisee's Business. 25.3 Refcumstances have occurred which might otherwise constitute a legal or equitable discharge of a guarantor. 25.2 During the currency of this agreement the Individual shall: 25.2.1 hold in his own name nobetween the Franchisee and the Franchisor, and whether or not the Franchisee has been dissolved or liquidated or there has been a change in the control or ownership of the Franchisee, or any other cir liable whether or not any action has been taken to enforce the obligations of the Franchisee, or any judgment has been obtained against the Franchisee or there have been any dealings or transactions [and all other agreements entered into under the Franchisee's Business,] and the Individual agrees that his obligations under this clause shall be unconditional and that the Individual shall be fullying into this agreement with the Franchisee at the request of the Individual, the Individual hereby irrevocably guarantees the performance of all the obligations of the Franchisee under this agreementmployees or licensees unless such act or default is required by the terms of this agreement, the Manual or the Franchisor. 25. INDIVIDUAL'S OBLIGATIONS 25.1 In consideration of the Franchisor enterng Agreement 32 and against any and all loss, damage, liability and legal fees and costs incurred by the Franchisor arising from any breach of contract or negligence of the Franchisee, its agents, eosts and disbursements incurred by the Franchisor and/or its nominee on a full indemnity basis. 24. INDEMNITY 24.1 The Franchisee shall indemnify and keep indemnified the Franchisor from Franchisi claim by any person employed by the Franchisee immediately prior to the exercise of the rights set out in sub-clause [22.7] in relation to the transfer of assets. Such indemnity shall include legal cnt thereof apply the Franchisee hereby irrevocably agrees to indemnify the Franchisor and/or its nominee against any claims for wrongful and/or unfair dismissal and/or redundancy payments or any othertice referred to in clause [22.7.1]. 23.13 If the exercise of the option in clause [22.7] is a transfer to which the Transfer of Undertakings (Protection of Employment) Regulations 1981 or any amendmetle shall be deduced in accordance with section 110 of the Land Registration Act 1925 and in the case of an unregistered freehold property with a conveyance at least 15 years before the date of the noe of the notice referred to in clause [22.7.1] or in the case of the purchase of a leasehold interest seven days from the date upon which the landlord's licence to assign has been obtained; 23.12.3 tipt insofar as the said National Conditions are inconsistent with the terms of this agreement and save that: 23.12.1 no deposit will be payable; 23.12.2 completion shall be set for 28 days from the datfree of all encumbrances. Freehold or leasehold premises shall be transferred in accordance with the National Conditions of Sale current at the date of service of the notice under clause [22.7.1] excered by the Franchisor; C= the amount of all sums owing to the Franchisor by the Franchisee. 23.12 All assets other than leased assets shall be transferred by the Franchisee with full title guarantee eement prior to the date of termination or expiry of this agreement), and the Franchisee shall take such steps and execute such documents as are required to complete an assignment or novation as requiions and benefits under any such agreement as from the date of termination of this agreement (excepting any liability, financial or otherwise, arising from the default of the Franchisee under such agrt subject to a lease, hire, hire-purchase, or other form of rental or credit agreement, the Franchisor or its nominee at no cost to the Franchisor may but shall not be obliged to take over the obligatsee, or the market value as at the date of termination, whichever shall be the lower, 31 B= Franchising Agreement provided that such items are wholly owned by the Franchisee. If not wholly owned buall be the lower; for all other physical assets used in the Franchisee's Business which are to be transferred to the Franchisor the net written down value in the latest audited accounts of the Franchir, the current cost price to the Franchisee, or the price which was payable by the Franchisee at the date of delivery of the said items, or the market value as at the date of termination, whichever sh + B - C" Where: A= for all physical assets used in the Franchisee's Business, not itemised in the latest audited accounts of the Franchisee's Business and which are to be transferred to the Franchisoof the Franchisee; 23.10.3 all liabilities of the Franchisee except as otherwise agreed. 23.11 The consideration payable to the Franchisee under any written notice under sub-clause [22.7] shall be: "Aexcluded from such transfer unless otherwise required by the Franchisor: 23.10.1 the bank accounts of the Franchisee and all monies belonging to the Franchisee; 23.10.2 the right to receive the debts isee's Business or, if so required by the Franchisor, the obligations to pay for any lease, hire purchase, rent or other charges in relation to the Franchisee's Business. The following items shall be [22.7] above the Franchisee shall take such steps as are necessary to give up possession of and/or transfer to the Franchisor or its nominee the ownership of the Premises and the assets of the Franch Franchisee's Business from such date excepting any expense or liability referred to in sub-clause [22.11] below. 23.10 Upon receipt of written notice from the Franchisor in accordance with sub-clauseees absolutely from the date on which the Franchisee's Business is operated by or on behalf of the Franchisor provided that the Franchisee shall be indemnified against liability for any expense of theFranchisor or its nominee to occupy the Premises if to do so would amount to a breach of the Franchisee's lease. 23.9 The benefit of the Franchisee's Business shall vest in the Franchisor or its nomininess premises the parties shall use their best endeavours to enable the Franchisor to enter upon the Premises as set out above but save as aforesaid the Franchisee shall not be required to allow the o so shall be given to the Franchising Agreement 30 Franchisee within 14 days following the date of termination and the Premises are not residential premises. 23.8 If the Premises are leasehold busPremises with such other personnel as it deems reasonably necessary and operate the Franchisee's Business in place of the Franchisee and the Individual, provided that written notice of its intent to dely upon termination of this agreement, otherwise than by virtue of a breach by the Franchisor of the terms of this agreement, the Franchisor and/or its nominee shall have the right to enter upon the the Franchisor within seven days of this agreement or in the case of any person becoming a shareholder or director during the term of this agreement within seven days of such occurrence. 23.7 Immediatectors and shareholders of the Franchisee shall enter into valid and legally enforceable undertakings with the Franchisor to accept the obligations imposed by this clause and shall submit the same to estraint of trade, the remaining undertakings shall continue in full force and effect and shall bind the Franchisee and the Individual. 23.6 The Individual undertakes that he will procure that all dirntained in clauses [22.2.1 to 22.2.5] shall be construed as a separate undertaking and if any one or more of such undertakings is held to be against the public interest or in any way an unreasonable r the term of this agreement by written notice to the Franchisee and/or Individual as the case may be reduce the temporal or geographical extent of all or any such restriction. 23.5 Each undertaking co1 to 22.2.5] is reasonable. 23.4 Notwithstanding the extent of the temporal and geographical restrictions contained in clauses [22.2.1 to 22.2.5] the Franchisor may at any time whether during or afterhe period of six Months before the said termination was an employee of the Franchisee's Business. 23.3 The Franchisee and the Individual agree that each of the restrictions contained in clauses [22.2.2.5 for a period of twelve Months thereafter solicit, interfere with or endeavour to entice away or employ an employee of the Franchisor or any of the Franchisor's franchisees or any employee who in tiness to the Business or the Franchisee's Business the custom of any person, firm or company that has been a customer of the Franchisee at any time in the twelve-month period prior to termination; 23.ess or the Business operated by a franchisee of the Franchisor within the territory of another franchisee; 23.2.4 for a period of [twelve] Months thereafter solicit for the purposes of a competing busbe concerned or interested, directly or indirectly, in any business which competes with the Business or the business operated by a franchisee of the Franchisor, or in any business similar to the Businss or in any business similar to the Business or the Franchisee's Business within the Territory; 23.2.3 for a period of [nine] Months thereafter engage in, be employed by Franchising Agreement 29 or for a period of [twelve] Months thereafter engage in, be employed by or be concerned or interested, directly or indirectly, in any business which competes with the Business, or the Franchisee's Busineital of a company whose shares are publicly quoted on a recognised stock exchange or the Franchisee's Business or the business of the Franchisor's other franchisees, within the United Kingdom; 23.2.2 s or the business of the Franchisor's other Franchisees or the Franchisee's Business or in any business similar to the Business, save as the holders of not more than 5 per cent of the issued share capcognised stock exchange: 23.2.1 for a period of [six] Months thereafter engage in, be employed by or be concerned or interested, directly or indirectly, in any business which competes with the Busines the Franchisor's default the Franchisee and the Individual shall not, save as the holders of not more than 5 per cent of the issued share capital of a company whose shares are publicly quoted on a rer to the Franchisor any and all documents necessary to complete the termination or would facilitate the termination of this agreement. 23.2 On termination of this agreement otherwise than by virtue ofchisor to deduct from all sums payable by the Franchisor to the Franchisee all sums which the Franchisor pays (whether legally obliged to or not) under sub-clause [22.1.11]; 23.1.15 execute and delivesor is hereby irrevocably appointed the agent of the Franchisee with full authority to give such notice to the Registrar of Trade Marks on behalf of the Franchisee; 23.1.14 irrevocably permit the FranFranchisee; 23.1.12 return to the Franchisor all Stationery; 23.1.13 join with the Franchisor in cancelling any registered licence of the Trade Marks. If the Franchisee shall fail so to do the Franchit of the Manual before returning the same to the Franchisor; 23.1.11 pay all debts owing to the creditors of the Franchisee's Business and permit the Franchisor to make such payments on behalf of the d value; Franchising Agreement 28 23.1.9 pay to the Franchisor all money owing; 23.1.10 return to the Franchisor in good condition the Manual and any copies and shall not copy the Manual or any pard repair and condition to the Franchisor subject to the reimbursement (after deducting sums payable to the Franchisor) of such sum as in the Franchisor's reasonable opinion represents their second-hans of all persons who have become or who have enquired about becoming customers of the Franchisee during the term hereof; 23.1.8 if demanded in writing by the Franchisor return all the Equipment in goored the public domain otherwise than by virtue of this agreement; 23.1.7 deliver up to the Franchisor all customer lists and names and addresses and full details of contracts with customers and detailing about and/or requesting the services of the Business; 23.1.6 not divulge or use any confidential information relating to the Business the Franchisee's Business or the Franchisor unless it has entesing on the [Vehicle,] Stationery, sign, uniform or otherwise the Trade Name or the Trade Marks or any imitation or approximation thereof; 23.1.5 pass to the Franchisor the names of all persons enquire Franchisee's Business or as having any connection with the Business; 23.1.3 not make or receive telephone calls or emails in connection with the Franchisee's Business; 23.1.4 cease to use by advertiately upon termination of this agreement for any reason the Franchisee and the Individual shall: 23.1.1 cease forthwith to trade under the Trade Name; 23.1.2 not hold themselves out as operators of th's duty to mitigate its loss and the Franchisor not being required to perform its obligations hereunder; Payment due from the Franchisee. C= D= E= 23. CONDITIONS FOLLOWING TERMINATION 23.1 Immedi the average Service Fees receivable from the Franchisee during the same period as is referred to in B; [________]% representing a [________]% discount by virtue of accelerated payment, the Franchisorterminated by effluxion of time; Franchising Agreement 27 B= the average Service Fees receivable from the Franchisor's franchisees in the three Month period prior to termination of this agreement;he amount so payable, such sum as is calculated as follows: E = A × (the higher of B or C) × D A= the number of Months between the effective date of termination and the date this agreement would have of this agreement. 22.6 If this agreement is terminated under this clause, the Franchisee shall, by way of liquidated damages, pay to the Franchisor, within five days of being notified in writing of tthe event of the termination of this agreement under this sub-clause, the Franchisor shall be entitled to claim damages as if termination has occurred by virtue of the Franchisee's repudiatory breach reaches sub-clause [13.6], termination being effective immediately before the said registration ceases to be in effect or immediately before the breach of clause [13.6] occurs, as the case may be. In prior to the effective date of termination) automatically terminate if the Franchisee takes any steps to cease to be registered for VAT or fails to take any steps to prevent such event occurring or b which shall not be more than one Month after the Franchisor starts to operate the Franchisee's Business under this sub-clause. 22.5 This agreement shall (unless the Franchisor has indicated otherwisemay operate the Franchisee's Business as the Franchisee's agent with full powers to bind the Franchisee and the Franchisee shall be responsible for the Franchisor's costs until the date of terminationart of the Initial Fee. 22.4 If the Franchisor has reasonable grounds for believing that the Franchisee has ceased to operate the Franchisee's Business without the Franchisor's consent the Franchisor r in respect of any antecedent breach of any of the terms and conditions of this agreement. 22.3 In the event of any termination by the Franchisor the Franchisee shall not be entitled to recover any pcalendar year; 22.1.17 if the Franchisee loses its right to possession of the Premises. 22.2 Any termination under this clause shall be without prejudice to the rights of either party against the otheor the Manual. For the purpose of this sub-clause a repeated breach shall be interpreted as two or more breaches of the same provision of this agreement by the Franchisee or the Individual during any h period, not exceeding 28 days as the Franchisor shall reasonably require; 22.1.16 in the event of any repeated breach of any of the Franchisee's or the Individual's obligations under this agreement ch breach and the Franchisee or the Individual as the case may be shall not have Franchising Agreement 26 rectified such breach immediately or if immediate rectification is not possible, within suct those set out above) the Manual, or the Franchisor's reasonable instructions and the Franchisor shall have notified the Franchisee or any of the Individuals (as the case may be) in writing of any su in the Schedule unless the Franchisor's previous written consent has been obtained; 22.1.15 if the Franchisee or any of the Individuals shall be in breach of any of the terms of this agreement (excepplaints and having been given the opportunity to address the issues which are the subject of such complaints; 22.1.14 in the event of a change in the shareholdings in the Franchisee company as set outency Act 1986; 22.1.13 in the event of persistent valid complaints to the Franchisor as to the quality of the service given by the Franchisee the Franchisee having been given timely notice of such comceiver appointed over any property used in connection with the Franchisee's Business or if the Franchisee makes any arrangements with its creditors or if an administrator is appointed under the Insolvnable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (or any statutory modification or re-enactment thereof) or suffering a distress or execution to be levied on or a reial detrimental effect on the Franchisee's Business; 22.1.12 in the event of the Franchisee going into liquidation (other than voluntarily for the purpose of amalgamation or reconstruction) or being uence (other than a road traffic offence not involving a custodial sentence) provided that such Individual's illness or criminal offence is in the Franchisor's reasonable opinion likely to have a materent within the meaning of Part VIII of the Insolvency Act 1986); 22.1.11 in the event that any of the Individuals becomes a patient as defined by the Mental Health Act 1983 or commits any criminal offin relation to him under section 252 of the Insolvency Act 1986 or if he shall enter into any arrangement or composition with his creditors (including for the avoidance of doubt any voluntary arrangeminterim receiver within the meaning of Part IX of the Insolvency Act 1986) shall be appointed in respect of him or the whole or any part of his property or estate or if an interim order shall be made qualified to act as an insolvency practitioner shall be appointed in relation to him under section 273 of the Insolvency Act 1986 or if a receiver or manager (including for the avoidance of doubt an d that such individual's bankruptcy Franchising Agreement 25 is in the Franchisor's reasonable opinion likely to have a material detrimental effect on the Franchisee's Business) or if a person who is within 21 days of receiving a formal request from the Franchisor to provide such confirmation; 22.1.10 in the event that any of the Individuals shall have a bankruptcy order made against him (provideith the Franchisee's Business; 22.1.9 in the event of the Franchisee ceasing to carry on the Franchisee's Business or failing to confirm its intention to continue to carry on the Franchisee's Businessto the Franchisor any false or misleading information or makes any misrepresentation in connection with obtaining this agreement or at any time during the continuance of this agreement in connection wain any prior written approval or consent of the Franchisor expressly required by this agreement; 22.1.8 if the Franchisee, the Individual or any officer, director or employee of the Franchisee gives the Manual or other confidential information relating to the Business or the Franchisee's Business otherwise than in accordance with the terms of this agreement; 22.1.7 if the Franchisee fails to obts for more than 10 days to submit to the Franchisor any of the accounting or management information required to be submitted; 22.1.6 if the Franchisee discloses or allows the disclosure of any part of 22.1.4 if the Franchisee shall transfer any of the rights, licences or obligations contained in this agreement other than in accordance with the terms of this agreement; 22.1.5 if the Franchisee failthe Franchisor of such non-payment; 22.1.3 if the Franchisee shall, in the reasonable opinion of the Franchisor, have a detrimental effect on the goodwill of the Business or the Franchisee's Business;ts due to the Franchisor unless such failure arises for reasons outside the Franchisee's control or occurs only once in any 12 month period and is immediately corrected on receiving notification from 1.1 if the Franchisee fails to commence the Franchisee's Business within a period of [________] Months from the date of this agreement; 22.1.2 if the Franchisee shall at any time fail to pay any amounonship shall constitute repudiatory breaches of contract or in the case of sub-clauses [21.1.10, 21.1.11 and 21.1.12] will in the Franchisor's opinion inevitably lead to such a repudiatory breach: 22. terminate this agreement immediately by giving notice Franchising Agreement 24 in writing to the Franchisee in any of the following events which because of the special nature of the Franchise relatier this agreement and to indemnify and so free and relieve the Franchisor of and from all liabilities or responsibilities whatever in respect of such action. 22. TERMINATION 22.1 The Franchisor mayhereto and the Individual signing this agreement expressly binds his executors and personal representatives in respect of, and to ratify and confirm, all actions by any person or persons so acting und of a deceased Individual shall be binding on and not under any circumstances open to challenge by the executors or personal representatives of such deceased Individual even if they were not a party ty action taken by the Franchisor under the above provisions of this clause on the instructions of, or with the approval of, any person or persons claiming to be the executor or personal representativetire issued share capital of the Franchisee with the intent that the Franchisor or a third party may at their option acquire the said shares instead of the assets of the Franchisee's Business. 21.7 An to the Individual's personal representatives shall be to the Franchisee. 21.6 References in this clause to the assets of the Franchisee's Business shall be deemed to include in the alternative the enotice to that effect terminate the agreement whereupon the provisions set out above shall apply as if the references to the Individual's death shall be to receipt of the said notice and the referenceshisor is unable to a material degree to operate the Franchisee's Business for a continuous period of two Months or a total period of 80 working days in any period of 12 Months, the Franchisor may by n Franchisor shall be reimbursed the amount of the Initial Fee repaid in accordance with sub-clause [20.2]. 21.5 If the individual is at any time incapacitated or in the reasonable opinion of the Franc the assets of the Franchisee's Business who would make a suitable franchisee the provisions of clause [19] will apply save that in addition to the payments to be made by the Franchisee thereunder the serves notice under this sub-clause and the price to be paid for the assets shall be calculated as at the date the Franchisor takes over the Franchisee's Business. If the Franchisor finds a buyer fortute of Chartered Accountants of England and Wales who shall act as an expert and whose decision shall be binding on both parties. The Franchisor may take over the assets at any time after the date itd assets shall be ascertained at the request of either party by a Chartered Accountant acceptable to both parties or failing agreement by a Chartered Accountant nominated by the President of the Instipremises. If the parties are unable to agree upon Franchising Agreement 23 the market value of the said assets within ten days after the service of the said written notice the market value of the saiunder sub-clause [20.2] by notice in writing given to the Individual's personal representatives but the Franchisor shall not be obliged to purchase or take an assignment of a lease or freehold of any he death of the Individual the Franchisor may (but shall be under no obligation so to do) purchase the said assets at their market value less 20 per cent and less the amount of the Initial Fee repaid ill use its reasonable commercial endeavours to find a buyer of the assets of the Franchisee's Business following the death of the Individual but if no such buyer has been found within six Months of tives do all such things which the Franchisor may require to enable the Franchisor to operate the Franchisee's Business within the Territory following the death of the Individual. 21.4 The Franchisor wminate this agreement and repay to the Individual's personal representatives the Initial Fee. 21.3 The Individual shall take all steps to ensure that the Individual's relatives or personal representattives of or the personal representatives of the Individual shall within 24 hours inform the Franchisor of the Individual's death. 21.2 On the death of the Individual the Franchisor shall forthwith terEATH OR INCAPACITY OF THE INDIVIDUAL 21.1 The Individual shall take all steps which the Franchisor shall require to ensure that if the Individual shall die during the currency of this agreement, relat be permitted to be a body corporate, save as expressly provided in this agreement transfers of some but not all, of the then current issued share capital of the Franchisee are not permitted. 21. Des in this clause to the sale or transfer of the Franchisee's Business shall be construed accordingly but, in the case of a transfer of the then current issued share capital the proposed buyer will noions shall apply if the Individual and all other shareholders in the Franchisee wish to transfer either all or a majority of the then current issued voting share capital of the Franchisee and referenche Franchisor a commission of [________] per cent of the purchase price of the Franchisee's Business if the Franchisor shall have introduced the proposed buyer to the Franchisee. 20.4 The above provisposed buyer to the Franchisor (as certified by the Franchisor's accountants). The outstanding balance of the purchase price shall then be remitted to the Franchisee. 20.3 The Franchisee shall pay to trchase price with the Franchisor as agent for the Franchisee and the Franchisor shall deduct from the said purchase price any sums which are payable or will become payable by the Franchisee or the proon in which to exercise its option to purchase. If the Franchisor does not exercise such Franchising Agreement 22 option and consents to the proposed sale the proposed buyer shall deposit the full puy to purchase the Franchisee's Business for the same amount and upon the same terms as the proposed buyer has offered. The Franchisor shall have a period of 40 days after the receipt of such informati information required to be provided by this clause. Upon receipt of such information the Franchisor shall have in addition to its other rights hereunder an option to purchase or nominate a third partgreed between the Franchisee and the proposed buyer all other relevant information and a warranty (as at the date it is given and as at the date of sale) that the Franchisor has been provided with alluyer's written offer to purchase the Franchisee's Business together with a detailed financial statement of affairs and business history of the proposed buyer, full written details of any other terms aranchisee complies with the Franchisor's reasonable requests for co-operation in relation to the transfer of such employees. 20.2 The Franchisee shall submit to the Franchisor a copy of the proposed bhe cost of training and other services provided to the proposed buyer; 20.1.10 all the Franchisee's available information about employees is provided to the Franchisor and the proposed buyer and the F to the sale of the Franchisee's Business the Franchisee shall pay or procure the payment to the Franchisor of such sum as represents [60%] of the Franchisor's then standard Initial Fee to reimburse tl reasonably require) shall undertake such initial training as is required to be undertaken by new franchisees and shall meet the Franchisor's then minimum standards during such training; 20.1.9 prior20.1.7 the Franchisee shall pay all monies due to the Franchisor; 20.1.8 the proposed buyer (or in the case of a limited liability company such of its shareholders and directors as the Franchisor shalshall with every application for consent pay the Franchisor's then current expenses not to exceed £1,000 of investigating such application whether or not the Franchisee's Business is eventually sold; to training) currently contained in clauses [5 and 6]; 20.1.4 the proposed buyer shall be registered for VAT; 20.1.5 any offer by the proposed buyer shall be made in good faith; 20.1.6 the Franchisee m as is currently offered by the Franchisor to new franchisees save that no Initial Fee shall be payable and the Franchisor shall not be required to perform any obligations (except for those relating the shareholders and directors of the proposed buyer as the Franchisor Franchising Agreement 21 shall reasonably require, shall if required by the Franchisor enter into a new agreement in such fornancial standing and satisfy the Franchisor's current recruitment criteria; 20.1.3 the Franchisee shall procure that the proposed buyer and if the proposed buyer is a limited liability company such ofment; 20.1.2 any proposed buyer or in the case of a limited liability company its shareholders and directors shall meet the Franchisor's standards with respect to prior related business experience, fime the Franchisee seeks consent from the Franchisor to the sale of the Franchisee's Business be in full compliance with all material terms and conditions on their part to be performed under this agreeusiness. Such consent shall not be unreasonably withheld or delayed upon the Franchisee fully complying with the following terms and conditions: 20.1.1 the Franchisee and the Individual must at the tir it nor grant any sub-licence of its rights or obligations under this agreement or sub-contract any of its obligations but may with the prior written consent of the Franchisor sell the Franchisee's Bprovide such reasonable assistance as may be necessary for this purpose. 20. RIGHT TO SELL 20.1 The Franchisee shall not whether before or after termination assign this agreement or any rights unde services provided by or on behalf of the Franchisee and the Franchisee shall upon request furnish the Franchisor with such particulars of its customers as the Franchisor shall reasonably require and tain satisfactory public relations the Franchisor reserves the right to communicate with any of the Franchisee's customers at any time during the term of this agreement to ascertain the quality of thee Manual other than in accordance with this Agreement. 19. FRANCHISOR'S RIGHT TO COMMUNICATE WITH CUSTOMERS 19.1 In order to protect the reputation of the Franchisor and its franchisees and to mainsts in the Franchisor and that it will not take and will procure that no other person will take any copies of the Manual without the prior written consent of the Franchisor and that it will not use ths of the agreement shall prevail. 18.4 The Manual shall at all times remain the sole and exclusive property of the Franchisor and the Franchisee hereby acknowledges that the copyright in the Manual veall be deemed Franchising Agreement 20 incorporated into and shall form part of this agreement. In the event of any conflict between the terms of this agreement and the terms of the Manual the term as revised from time to time which shall be the authentic text of the Manual. 18.3 The Franchisee shall conduct the Franchisee's Business strictly in accordance with the Manual, the terms of which shlterations to the Manual to enable the Franchisee to view the alterations at such place the Franchisor directs. 18.2 The Franchisor shall keep at its registered office an up to date copy of the Manualll not introduce any improvement or modification to the Franchisee's Business without the prior written consent of the Franchisor. 18. MANUAL 18.1 The Franchisor will notify the Franchisee of any ay be beneficial to the operation of the Business and the Franchisor may introduce such improvement or modification without any obligation to make any payment to the Franchisee. 17.3 The Franchisee shaification to the Franchisee's Business at the time and in the manner specified by the Franchisor in writing. 17.2 The Franchisee shall notify the Franchisor of any improvement or modification which maAny rights which the Franchisee may have under sections 30 and 31 of the Trade Marks Act 1994 are excluded. 17. IMPROVEMENTS 17.1 The Franchisee shall without delay introduce any improvement or mode shall in all representations of the Trade Marks append in a manner approved by the Franchisor such inscription as the Franchisor shall require to indicate that such Trade Marks are registered. 16.8 e Trade Name. 16.6 If required by the Franchisor the Franchisee shall forthwith enter into the Franchisor's then standard registered licence agreement in respect of the Trade Marks. 16.7 The Franchisetrade mark used in the Business and shall take such reasonable action as the Franchisor may direct at the expense of the Franchisor to assist the Franchisor in the protection of the Trade Marks and th circumstances coming to the attention of the Franchisee which may constitute an infringement of any of the Trade Marks or may constitute passing off in respect of the Trade Name and any unregistered eferences in this agreement to the Trade Marks shall be deemed to Franchising Agreement 19 include a reference to such further marks. 16.5 The Franchisee will immediately notify the Franchisor of alldate of this agreement the Franchisee shall have such rights to such trade marks as if they had been included in the Schedule to this agreement at the date hereof and where the context so allows all rsuch documents as the Franchisor shall deem necessary to vest such rights absolutely in the Franchisor. 16.4 If the Franchisor obtains registration of any trade mark for use in the Business after the ted in the Franchisor and in the event that any such rights at any time accrue to the Franchisee the Franchisee will at its own expense forthwith on demand do all such acts and things and execute all ges that the goodwill and all other rights in and associated with the Trade Marks vest absolutely in the Franchisor and that all such rights will at all times hereafter and for all purposes remain vestration of the Trade Marks. In no circumstance will the Franchisee apply for registration as a proprietor of any of the Trade Marks unless so requested by the Franchisor. 16.3 The Franchisee acknowledtute an infringement of the rights of any third party. 16.2 The Franchisee shall render to the Franchisor all reasonable assistance at the Franchisor's expense to enable the Franchisor to obtain regis MARKS 16.1 The Franchisor warrants that it is entitled to license the Trade Marks and that the use of the Trade Marks by the Franchisee in accordance with the terms of this agreement will not constipplied by the Franchisor. 15.6 The Franchisee will participate in and comply with the terms of any special advertising, promotion or other activity as the Franchisor may reasonably direct. 16. TRADEuse of any advertising or promotional material upon receipt of a request from the Franchisor so to do. 15.5 The Franchisee shall prominently display, and distribute point of sale marketing material surtising. 15.4 The Franchisee will not publish or distribute any advertising or promotional material unless it has been approved in writing by the Franchisor. The Franchisee will immediately cease the ate within three Months of the date to which it is prepared. 15.3 The Franchisee will also expend in every year not less than [________] per cent of its Gross [Weekly] Sales in such year on local advedependent accountants as the Franchisor Franchising Agreement 18 shall nominate and the Franchisor shall if so required by the Franchisee provide to the Franchisee a copy of the accountant's certificried forward. 15.2 The advertising account referred to in sub-clause [14.1] above shall at the expense of the sums standing in the account be certified annually by the Franchisor's auditors or such inFranchisor expends monies in excess of those standing to the credit of the account such excess expenditure may be set off against subsequent monies received in the account and any underpaid may be carees into a separate account and shall expend such sums in undertaking such advertising and promotional activities as it shall in its absolute discretion consider to be appropriate. If at any time the r's prior written consent has been obtained. 15. ADVERTISING/PROMOTIONS 15.1 The Franchisor shall pay such amounts of Advertising Levy as it shall receive from the Franchisee and its other franchisFranchisor and bear any travel and subsistence expenses and the salaries of such persons; 14.6 Not take on any persons who are self employed to assist in the Franchisee's Business unless the Franchisoging the Franchisee's Business and all senior employees and self employed persons nominated by the Franchisor shall attend such further periods of training as may from time to time be required by the etent, sober and courteous service to customers and comply with any and all directions of the Franchisor relating to dress, appearance and demeanour; 14.5 Procure that the persons responsible for manaously signed such a contract; 14.4 Ensure that all personnel employed in or who provide services on behalf of the Franchisee's Business shall at all times have a neat and clean appearance, render compe services to the Franchisee in such form as is approved by the Franchisor prior to their employment or their engagement and shall disclose confidential information only to such persons who have previch uniforms as the Franchisor shall reasonably require and that they are maintained, repaired and cleaned regularly; 14.3 Obtain a signed contract of service from all persons employed by or who providaintained at all times and in particular not less than one suitably qualified person is available at the Premises during Opening Hours; 14.2 Ensure that all employees and self employed persons wear supecifications previously submitted to and approved by the Franchisor. Franchising Agreement 17 14. STAFFING The Franchisee shall: 14.1 Be responsible for ensuring that adequate staff levels are mevery case seeking and obtaining the prior consent in writing of the Franchisor, and each such alteration, conversion, erection or installation shall be carried out only in accordance with plans and syout or the fixtures and fittings thereon nor install nor alter any fixtures and fittings, erect or display any sign or other medium of advertisement whether inside or outside the Premises without in d by the Franchisor) "a [________] franchise owned and operated under licence by" followed by the name of the Franchisee; 13.3 The Franchisee shall not alter or convert the Premises or its internal la manner and upon such part or parts of the Premises as the Franchisor may direct including a sign or signs bearing the following words (or such other similar words as may from time to time be specifief the Franchisee's Business between such hours as the Franchisor shall reasonably require. 13.2 The Franchisee shall display such notices, subject to any necessary planning or byelaw consents, in suchor shall be displayed at the Premises; 13.1.3 the Premises are maintained to the standard of hygiene and cleanliness set by the Franchisor; 13.1.4 the Premises are open to the public for the purpose oll be kept clean and all fixtures and fittings thereon shall be kept in full working order; 13.1.2 only those insignia, symbols, brand names, trade names or trade marks as are approved by the Franchisme is specified in the Manual. 12.2 The Franchisee shall promptly pay all premiums required to be paid by the Franchisor. 13. PREMISES 13.1 The Franchisee shall ensure that: 13.1.1 the Premises shaen they are due to H.M. Customs and Excise. 12. INSURANCE 12.1 The Franchisee shall take out and maintain such standard insurance as the Franchisor shall have arranged for its franchisees as the sats in relation to such audits and checks as well as immediately making good, Franchising Agreement 16 with interest, any shortfall; 11.8 Submit to the Franchisor copies of all VAT returns as and whhecks reveal a discrepancy of more than [________] per cent in the financial information supplied to the Franchisor in respect of which the Service Fee is calculated, to reimburse the Franchisor's costhe Franchisor at the expense of the Franchisor to undertake such audits and checks as the Franchisor may consider appropriate on reasonable notice during normal business hours and if such audits or c specified by the Franchisor; 11.6 Preserve all such accounts and records for not less than six years notwithstanding the expiry or termination of this agreement; 11.7 Permit accountants nominated by ing business hours to inspect any such accounts and records and take copies at the expense of the Franchisor; 11.5 Procure that the accounting reference date of the Franchisee shall be such date as isManual accurate books of account and supporting accounting records including all invoices, credit notes, statements and delivery notes and shall permit the Franchisor or its duly authorised agents dured accounts by a Chartered Accountant and provide a copy of the same to the Franchisor within three Months after each accounting reference date; 11.4 Maintain at the Premises in a form set out in the ut in the Manual from time to time and any other information which the Franchisor may from time to time reasonably require; 11.3 At the Franchisee's expense in each accounting year have prepared auditekly financial statement and shall submit the same to the Franchisor on or before each Payment Date; 11.2 Furnish to the Franchisor all such other accounting and management information as may be set o Franchisee shall: 11.1 Maintain accurate records of the Gross [Weekly] Sales made up to the close of business on the last working day of each week, and prepare in the form set out in the Manual a wehis agreement. 10.11 The Franchisee shall use the Telephone Numbers referred to in sub-clause [9.2] above exclusively for the Franchisee's Business and no other business.] 11. ACCOUNTING RECORDS Theed for the Franchisee's business and for no other purpose. 10.10 The Franchisor shall not make use of the undated instructions referred to in sub-clauses [9.1 and 9.2] above until the termination of tted by the Franchisor execute an undated instruction relating to the further telephone numbers. Franchising Agreement 15 10.9 The Franchisee shall ensure that the Telephone Numbers shall only be usd to in sub-clause [9.1] above for the purposes of the Franchisee's Business, unless the Franchisor shall have been previously informed in writing, and the Franchisee or its nominee shall if so requesequire transferring the Telephone Numbers to the Franchisor. 10.8 The Franchisee shall not subscribe whether itself or through a nominee, for telephone numbers other than the Telephone Numbers referre ("the Telephone Numbers") and shall immediately upon receiving a request by the Franchisor execute and forward to the Franchisor an undated instruction in such form as the Franchisor may reasonably r than the Telephone Numbers.] OR 10.7 [The Franchisee shall inform the Franchisor before the Opening Date of all telephone numbers which it proposes to use in connection with the Franchisee's Businesse of the Telephone Numbers. 10.6 The Franchisee shall not permit to appear in any marketing, advertising or promotional material or in any business correspondence any telephone number or numbers other such reconciliation pay the amount which the reconciliation shall show is owing.] 10.5 Upon termination of this agreement for any reason whatsoever the Franchisee shall immediately discontinue the used by the Franchisee and every quarter the Franchisor shall prepare a reconciliation of all such payments and charges and the Franchisor or the Franchisee as the case may be shall within seven days ofand shall on the Payment Date make a payment in advance to the Franchisor of such sum as the Franchisor may set being the Franchisor's reasonable estimate of the likely weekly telephone charges incurrisor.] OR 10.4 [All charges for the installation, rental and use of the Telephone Numbers shall be borne by the Franchisor but the Franchisee shall reimburse the Franchisor on demand all such charges n demand all such charges and shall, if so required by the Franchisor, enter into a standing order or other arrangement specified by the Franchisor to facilitate the payment of such sums to the Franchubscriber of the Telephone Numbers. 10.3 [All charges for the installation, rental and use of the Telephone Numbers shall be borne by the Franchisor but the Franchisee shall reimburse the Franchisor oelephone Numbers shall only be used for the Franchisee's Business and for no other purpose. 10.2 The Franchisee recognises that during the term of this agreement the Franchisor shall be the official s numbers as have been obtained by the Franchisor for the use of the Franchisee in the Franchisee's Business ("the Telephone Numbers") to the exclusion of all Franchising Agreement 14 others and the T Franchisor and at the cost of the sums standing in the account referred to in clause [14.1]. 9.6.2 9.6.3 9.6.4 10. TELEPHONE NUMBERS 10.1 [The Franchisee shall use only such telephone number oranchisees or with third parties in relation to the Franchisor, the Business or the Franchisor's franchisees; If required by the Franchisor participate in the Franchisor's web site as stipulated by thea web site which uses the Trade Name and/or the Trade Mark or any similar trade mark or trade name as its domain name or establish a web site for the purposes of communicating with the Franchisor's frarks, the Trade Name and the System through or on the world wide web, internet or through any other electronic means will solely and exclusively belong to the Franchisor; Not make use of or establish chisor shall consider in its sole discretion necessary to protect its goodwill and reputation; Save as set out in clause [8.6.1] acknowledge that all rights relating to the exploitation of the Trade Mn, sales or otherwise through or on the world wide web, internet or any other electronic means without the Franchisor's prior written consent which will be given subject to such conditions as the Franale by the Franchisee. 9.5.8 9.5.9 9.6 Internet 9.6.1 Not promote the Franchisee's Business or sell or make available the Products or the Services whether for the purposes of advertising, promotioces as may be described from time to time in the Manual upon the terms and conditions therein set out and ensure that the range of Products and Services specified by the Franchisor are available for sanchisor as to the prices to be charged in the Franchisee's Business and refrain from charging in excess of any maximum charges specified by the Franchisor; Sell or provide only such products or servi of the Franchisee's Business; Promptly replace or refund the costs of any product supplied by the Franchisee which does not conform with the high standards required by the System; Consult with the Fr accordance with their terms of payment; 9.5.3 9.5.4 9.5.5 Franchising Agreement 13 9.5.6 9.5.7 Maintain sufficient stocks and employ sufficient staff to meet all likely demand from the customersual; Continuously operate the Franchisee's Business upon such days and between such hours as the Franchisor shall specify; Pay all suppliers of goods and services sold or provided to the Franchisee ins may reasonably require and at all times be courteous and co-operative to such prospective franchisees; Accept such charge and credit cards including "Visa" and "Mastercard" as are set out in the Mantomer outside the Territory; Provide potential franchisees, at the request of the Franchisor, with such information concerning the Business and the Franchisee's Business as such prospective franchiseeoyed persons make use of or disclose such information other than for such purpose. 9.5 Trading 9.5.1 9.5.2 Forthwith inform the Franchisor of all relevant details of any enquiry from a potential cusential information supplied by or on behalf of the Franchisor and procure that the Individual complies with a similar obligation and the Franchisee shall ensure that none of its employees or self-empl-how 9.4.1 Not make use of, or disclose, other than exclusively for the purposes of the Franchisee's Business, any information relating to the Business or the Franchisee's Business or any other confide of any debts or liabilities of the Franchisee's Business without first obtaining the consent in writing of the Franchisor (such consent not to be unreasonably withheld or delayed). 9.4 Name and knowecuting this agreement; 9.3.14 Comply with the invoicing and accounting procedures specified by the Franchisor; 9.3.15 Not enter into any arrangement or agreement to factor, charge or otherwise dispos consent has been obtained; 9.3.12 Keep details of actual and potential customers and supply a copy of the same to the Franchisor immediately on request; 9.3.13 Register for VAT within one Month of ex Franchising Agreement 12 amended from time to time; 9.3.11 Ensure that the Franchisee's Business is effectively managed by the Individual and by no other person unless the Franchisor's prior writtenhe Territory and procure that the Individual complies with a similar obligation; 9.3.2 9.3.3 9.3.4 9.3.5 9.3.6 9.3.7 9.3.8 9.3.9 9.3.10 Comply in all respects with the Manual as the same may beeld, engage in or be involved in any business other than the Franchisee's Business and procure that the Individual complies with a similar obligation; Not engage in the Franchisee's Business outside t in or be involved in any business which competes with the Business or the Franchisee's Business; Not, without the previous written consent of the Franchisor, such consent not to be unreasonably withh remove for inspection or take copies of any item; Not engage and procure that the Individual does not engage in or be involved directly or indirectly or in any way assist any third party to so engagethat may be required; Permit the Franchisor and/or any person authorised by the Franchisor without notice to enter, during normal business hours, upon the Premises or elsewhere to inspect the same andthe Franchisee's Business; Comply with all statutes, byelaws and other legal requirements relating to the Franchisee's Business and obtain (and maintain) all licences, consents and approvals (if any) ndeavours to promote and extend the Franchisee's Business; Not do anything which may bring the Business or the Franchisee's Business into disrepute or may have a detrimental effect on the Business or Franchisee to enable the Franchisee fully to develop the Franchisee's Business in accordance with this agreement; Carry on the Franchisee's Business to the highest standards of service; Use its best ee Vehicle to the highest mechanical standards including regular servicing and keep the Vehicle clean and in good condition.] 9.2.3 9.3 General 9.3.1 Ensure that adequate finance is available to the vices specified in the Manual from the Franchisor at the Franchisor's current prices from time to time or such other person that has been previously approved in writing by the Franchisor; [Maintain ther similar equipment, vehicle or stationery unless the Franchisor's prior written approval has been obtained; 9.2.2 Obtain its supplies of the Products, Equipment, Stationery and other products or serranchisor shall reasonably require; Acquire the Premises. 9.1.2 9.2 Supplies 9.2.1 Use in the Franchisee's Business [only the Equipment, Vehicle and 11 Franchising Agreement Stationery] and no othg the term of this agreement: 9.1 Immediate obligations 9.1.1 Immediately on execution of this agreement enter into a registered licence agreement in respect of the Trade Marks in such form as the Fchisees. 9. FRANCHISEE'S OPERATING OBLIGATIONS In order to maintain the highest standard of service to be provided by the Franchisee and the Franchisor's other franchisees the Franchisee shall durinch and development so as continually to improve the System; 8.5 8.6 8.7 8.8 8.9 8.10 make available to the Franchisee all items and services which the Franchisor makes available to its other franene regular franchisee meetings, the Franchisee bearing the cost of any travel and subsistence expenses incurred in attending such meetings; update the Manual from time to time and continue its researied in the Manual and if such products, services and equipment are obtained from third parties use its reasonable endeavours to obtain competitive rates for furnishing such supplies; organise and convfor use by the Franchisee in the Franchisee's Business; provide to the Franchisee or assist the Franchisee in obtaining the products, services and equipment described in the Manual on the terms specifchisee bearing the cost of any travel and subsistence involved in such further training and the salaries of any employees; provide the Franchisee, at the Franchisee's expense, with standard contracts Franchisee's Business; make available to the Franchisee and its employees at the Franchisor's standard rate, such further training as the Franchisee may from time to time reasonably require, the Franranchisee to operate the Franchisee's Business efficiently; 8.4 make available to the Franchisee, at cost, services for the selection of appropriately trained and qualified staff for engagement in the's Business including finance, 10 8.3 Franchising Agreement management, operational and promotional matters and provide reasonable problem solving facilities to the Franchisee so as to enable the Fh information as the Franchisor may require so as to enable the Franchisor to monitor the performance of the Franchisee provide the Franchisee with advice and guidance on all aspects of the Franchisee"on-site" advice in connection with the System when reasonably required by the Franchisee and subject to the re-imbursement of the Franchisor's costs; subject to the provision by the Franchisee of suct the term of this agreement: 8.1 8.2 permit the Franchisee to carry on the Franchisee's Business under the Trade Name; promptly make available to the Franchisee members of the Franchisor's staff for r shall be at ] 7.5 7.6 7.7 7.8 8. FRANCHISOR'S CONTINUING OBLIGATIONS The Franchisor shall subject to compliance by the Franchisee and the Individual with the terms of this agreement throughoutime and place of any training shall unless otherwise specified be at the absolute discretion of the Franchisor but the Franchisor shall try to accommodate the Franchisee's reasonable requirements. [obe provided free of charge) shall be provided at the Franchisor's standard rate and in all cases the Franchisee shall be liable for travelling and living expenses and salaries of those attending. The te their employment or engagement if in the Franchisor's reasonable opinion they are unsuitable. All training referred to in this clause (save for the training referred to in clause [6.1] which shall n employee or self employed person at a level where training is normally provided immediately inform the Franchisor and if required by the Franchisor submit such persons for training and shall terminamployed persons to attend further training courses at any time during the term of this agreement if it reasonably considers that such further training is necessary. The Franchisee shall on taking on a their employment or engagement if in the Franchisor's reasonable opinion they are unsuitable. The Franchisor shall have the right to require the Individual and/or the Franchisee's employees or self-eon to this agreement. 7.4 The Franchisee shall submit all those of its employees or self employed persons as are designated by the Franchisor for training prior to the Opening Date and shall terminateid less such sum (not exceeding £[________]) representing the cost to the Franchisor of the performance of its obligations under this agreement and any other costs incurred by the Franchisor in relatirmination and returning in good condition all items of Equipment, Stationery and other items supplied by the Franchisor) to the Franchisee Franchising Agreement 9 the Initial Fee or part thereof pahisor shall have the right upon notice in writing forthwith to terminate this agreement and shall return (subject to the Franchisee complying with all the provisions of this agreement applicable on te agreement.] OR 7.3 [If the Franchisor reasonably believes that the Individual does not meet the Franchisor's minimum standards at any time during the training referred to in clause [5.1.4] the Francch sum (not exceeding £[________]) representing the cost to the Franchisor of the performance of its obligations under this agreement and any other costs incurred by the Franchisor in relation to this applicable on termination and returning in good condition all items of Equipment, Stationery and other items supplied by the Franchisor) to the Franchisee the Initial Fee or part thereof paid less suandards the Franchisor shall have the right upon notice in writing forthwith to terminate this agreement and shall return (subject to the Franchisee complying with all the provisions of this agreement the initial training session. If the Individual fails to appoint a manager within such reasonable period as the Franchisor may specify or if the said manager fails to meet the Franchisor's minimum stferred to in clause [5.1.4] the Franchisor shall inform the Individual accordingly. The Individual shall then use his best endeavours to appoint a manager in his place and such manager shall undertakeon of the System and in relevant aspects of the Business. [If the Franchisor reasonably believes that the Individual does not meet the Franchisor's minimum standards at any time during the training retructions concerning the refurbishment of the Premises; order the Equipment. 6.2.2 6.2.3 7. 7.1 7.2 TRAINING The Franchisor shall, as specified in clause [5.1.4] train the Individual in the operatile commercial endeavours to ensure that they are competitive) unless the Franchisor's prior written approval has been obtained to the use of an alternative; comply with the Franchisor's reasonable inse [5.1.5] above and for such purposes make use of the Franchisor's nominated architect, designer, quantity surveyor and shopfitter (in respect of whose fees the Franchisor shall have used its reasonab--[________] Franchising Agreement 8 6.2 The Franchisee shall at its own cost before the Opening Date: 6.2.1 refurbish the Premises as required by the plans and specifications referred to in claus1.4 6.1.5 Stock--[________] Financial Package--[________] Telephone Answering Machines--[________] Launch and Promotion Pack--[________] 6.1.10 [Vehicle/Vehicle Livery--[________] 6.1.11 Shop Fascians for the internal layout, signs, and fixtures and fittings at the Premises; general supervision of the construction or conversion works as the Franchisor shall consider appropriate; 6.1.2 6.1.3 6.h's trading; Training--[________] Premises-- -- -- -- 6.1.6 6.1.7 6.1.8 6.1.9 advice on site selection, location, criteria and provide assistance on the acquisition of Premises; plans and specificatioFranchisee and its staff; Equipment--[________] Stationery--such stock at no charge to the Franchisee of the Stationery as the Franchisor shall reasonably consider will be necessary for the first Mont offices one copy on loan of the Franchisor's current Manual setting out the way in which the Franchisee is to operate the Franchisee's Business the contents of which are for the exclusive use of the ll provide the Franchisee before the Opening Date with the following: 6.1.1 Manual--on successful completion of the training specified in sub-clause [5.1.4] below the right to view at the Franchisor'sment or, if so requested by the Franchisor, shall retain the said payments for collection by a representative of the Franchisor on the Payment Date. 6. 6.1 PRE-OPENING OBLIGATIONS The Franchisor shang of this Agreement, the franchise will (as directed by the Fanchisor set upon direct debits, standing or other payment arrangement in order to make all payments requested to be made under this Agree the Franchisee shall pay the 7 Franchising Agreement Service Fee and Advertising Levy on the Payment Date following the week to which the Service Fee and Advertising Levy relate. 5.3 Upon the signiall pay to the Franchisor the sum of £[________] as an initial fee, and shall reimburse the Franchisor's legal costs relating to the grant of the agreement. 5.2 Every week following the Opening Date to the terms of this agreement, save that the Franchisor may by serving one Month's written notice, terminate the franchise at will. 5. 5.1 FEES On the execution of this agreement the Franchisee shfter expiry of this agreement without having previously entered into a renewal agreement as envisaged by this clause [3], the Franchisee shall be deemed to be operating as a franchisee at will subject shall fail to comply with the provisions set out above the Franchisor shall not be obliged to grant a renewal under this clause. 4.3 If the Franchisee continues to operate the Franchisee's Business a4.2.7 Provided that if after the service of the notice referred to in sub-clause [3.1] and prior to the execution of the new franchise agreement referred to in sub-clause [3.2.4] above the Franchiseer refresher training at such time and at such place as the Franchisor may require; the Franchisor's legal costs (if any) relating to the grant of the new agreement shall be reimbursed; 4.2.5 4.2.6 ciated with the Franchisor; the Individual, and any person employed by or concerned with the Franchisee, specified by the Franchisor, shall have completed at the Franchisee's expense such retraining oe Franchisor; the Franchisee and the Individual, if so required by the Franchisor, shall relinquish in such form as the Franchisor may require all claims against the Franchisor or any third party assod to the extent that the Franchisor shall reasonably deem to be necessary to ensure that the Franchisee's Business meets the Franchisor's then current requirements and within the time prescribed by thovide any initial training as set out in clause [6.1] and 6.3; 4.2.4 the Franchisee shall at its expense refurbish the Premises and the fixtures and fittings at the Premises and renew the Equipment anot be under any obligation to pay any sum expressed to be payable by way of initial fee and the Franchisor shall be under no obligation to perform any of the obligations set out in clause [5] or to prurrent form of renewal franchise agreement, which will contain a right of renewal 6 4.2 4.2.2 4.2.3 Franchising Agreement as contained in this clause, provided however, that the Franchisee will nr obligations under this agreement to the reasonable satisfaction of the Franchisor; the Franchisee and the Individual shall have entered into a new agreement which shall be in the Franchisor's then chat the notice referred to in clause 3.1 is served or at any time thereafter up to and including the expiry of the term granted by this agreement; the Franchisee and the Individual have performed thei's leasehold interest in the Premises whichever is the shorter, provided that: 4.2.1 there have been no breaches of this agreement and there are no breaches of this agreement outstanding at the date tre than six Months nor less than three Months before the expiration of the term. The Franchisor shall renew the term for a further period of [five] years or for a term of years equal to the Franchiseeiod of five years from the date of this agreement. 4. 4.1 RIGHTS OF RENEWAL The Franchisee may apply to renew the franchise at the end of the term by notice in writing to the Franchisor given not mocution of this agreement or the date the Franchisee becomes registered for VAT whichever shall be the last to occur and shall, subject to the provisions contained in this agreement, be for a fixed peranchisor. 3.2 3.3 The Franchisor will not licence any person other than the Franchisee to operate the Business [under the Trade Name] in the Territory. This agreement shall commence on the date of exe the Franchisor which is the subject of copyright; to sell the Products and provide the Services; from the Premises or such other premises within the Territory as may be approved in writing by the Fr.1 3.1.2 3.1.3 3.1.4 3.1.5 3.1.6 to operate the Franchisee's Business; to use the Trade Name; to operate the System; to use the Trade Marks; to use the Stationery and all other material emanating froml part of this agreement and references to this agreement shall include the Schedule. 5 Franchising Agreement 3. 3.1 FRANCHISE RIGHTS AND TERM The Franchisor grants to the Franchisee the right: 3.1s directly or indirectly replaced; headings are for reference purposes only and shall not affect the construction of anything in this agreement. 2.3.2 2.4 The Schedule shall be treated as an integrament replacing or amending it or any instrument, order or regulation made under it and also includes any past statutory provisions (as from time to time modified or re-enacted) which such provision haes to the "schedule" are to the schedule to this agreement. 2.2.4 2.3 In this agreement: 2.3.1 any reference to any statute or statutory instrument or any section or part thereof includes any enactin the Companies Act 1985 have the same meanings in this agreement but the word "company" includes any body corporate; references to "clauses" are to clauses or sub-clauses of this agreement, referenche plural and vice versa and reference to any gender includes the other genders; reference to persons include bodies corporate, unincorporated associations and partnerships; words and phrases defined h have been previously approved in writing by the Franchisor. "Trade Name" "VAT" "Vehicle(s)" 2.2 In this agreement unless the context otherwise requires: 2.2.1 2.2.2 2.2.3 the singular includes tFranchisor from time to time means "[________]" or such additional or alternative trade names as the Franchisor may specify from time to time means Value Added Tax means the vehicle or vehicle(s) whicy" "Stock" "System" Franchising Agreement 4 "Territory" "Trade Marks" means the territory set out in the Schedule means the trade marks set out in the Schedule as the same may be amended by the management and operation of the Business and in methods of conducting marketing and promoting the Business "Opening Hours" "Payment Date" "Premises" "Products" "Services" "Service Fee" "Stationerby the Franchisee for the purposes of the Franchisee's Business; means the initial stock of the Products set out in the Schedule; means confidential information which is owned by the Franchisor on the means as defined in the Recitals means [________] per cent of the Gross [Weekly] Sales [or [7 ] per [week] [month] means all invoices, hire documents, stationery bags, and other documents to be used a day is a bank holiday; means the premises at the location specified in the Schedule or such other location agreed by the Franchisor in accordance with clause [2.1]; means as defined in the Recitalsr the purposes of the Franchisee's Business; means all those hours during which the Premises are open to the public for the purposes of trade; means Friday of each Week or the next working day if suchfrom time to time; "Month" "Opening Date" means a calendar month; means [________] Months from the date on which this agreement is executed or such earlier date as the Franchisee opens the Premises fohereby granted; means the operating manual of the Franchisor setting out the way in which the Franchisee shall operate the Franchisee's Business as amended by the Franchisor 3 Franchising Agreement ack" "Manual" means as defined above means the fee payable in accordance with clause [4.1]; means such PR and advertising as the Franchisor shall consider adequate to launch effectively the franchise ances which do not relate to promotional activity and the making of which has been authorised by the Franchisor; Gross takings shall not include VAT; "Individual" "Initial Fee" "Launch and Promotion Punts made or given by the Franchisee whether as part of any special promotion required or authorised by the Franchisor or otherwise; · Gross takings shall be reduced by any customer refunds or allowposes of any loss of profits or business interruption insurance claim; Gross takings shall not be reduced by: · credit card commissions or charges suffered by the Franchisee; any free offers or discor or not invoiced and whether or not such orders are recorded in the Franchisee's books) in each [week]; (c) the assumed gross takings of the Franchisee's Business in each Month calculated for the purchisee but the goods or services which are the subject of 2 (b) Franchising Agreement such orders have not been supplied the value of the payment in part or in whole which has been received (whethellected or services performed by the Franchisee during each [week] whether or not invoiced and whether or not such orders are recorded in the Franchisee's books; in respect of orders taken by the Franorce (and for any period less than a complete [week]) and gross takings shall include: (a) the value (less the amount already taken into account under (b) below) of all goods sold, and delivered or co"Gross [Weekly] Sales" means the gross takings of the Franchisee's Business arising directly or indirectly from the conduct of the Franchisee's Business during each [week] that this agreement is in fned above means that part of the Business operated by the Franchisee in accordance with the provisions of this agreement means as defined above "Franchisee" "Franchisee's Business" "the Franchisor" ment Package" "Financial Package" means a package of accounting books ledger sheets and invoices supplied by the Franchisor and to be used by the Franchisee in the Franchisee's Business means as defiose items contained in the Equipment Package and any other similar items to be purchased or leased by the Franchisee for the Franchisee's Business; means the Equipment set out in the Schedule; "Equipunless the context otherwise requires: "Advertising means [________] per cent of the Gross [Weekly] 1 Franchising Agreement Levy" "Business" "Equipment" Sales; means a [________] business; means throm the Franchisor the right and franchise to operate the Business in accordance with the terms of this agreement. (B) (C) (D) (E) (F) OPERATIVE PROVISIONS: 2. 2.1 DEFINITIONS In this agreement omoting the Business; The Franchisor has registered the trade mark(s)/service mark(s) set out in the Schedule which is/are associated with the Products and Services; The Franchisee wishes to acquire fices ("the Services") to be used in the Business; The Franchisor is the owner of confidential information on the management and operation of the Business and in methods of conducting, marketing and pre which is associated with the highest standards of services; The Franchisor has developed and will during the term of this agreement develop specialised products ("the Products") and specialised servce has developed and established a successful business of [________] which is carried on under the name "[________]"; The Franchisor has built up a substantial reputation and goodwill in the Trade Namse registered office is at [________] ("the Franchisee") and [________] of [________] ("the Individual") RECITALS: (A) The Franchisor as a result of extensive research and practical business experient findlegalforms.com. Franchising Agreement 4 FRANCHISING AGREEMENT DATE: PARTIES: (1) (2) (3) [ office is at [ ] LIMITED (Company No:[ ])whose registered ] ("the Franchisor") and [________] whoONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. The use of these materials is subject to the "Terms and Conditions" found aL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS. THE MATERIALS ARE USED AT YOUR OWN RISK. IN NO EVENT WILL: I) FLcitor should be consulted for all serious legal matters. No Attorney-Client / Solicitor-Client relationship is created by use of these materials. THESE MATERIALS ARE PROVIDED "AS-IS." FLF DOES NOT GIVc. ("FLF") is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney / solicitor can provide legal advice. An attorney/soli then obviously you will need to delete this line. In this Schedule you need to insert details of the Territory, the Trade Marks etc. 3 Schedule Franchising Agreement DISCLAIMER: FindLegalForms, Inlause 19 Clause 20 Clause [21] Clause [25] Signature Block These are the signature lines the parties all sign which is right at the end of the agreement. If you are not going to have an Individualt carefully. If you have an Individual guaranteeing the Franchisee's obligations then you will need this clause as this clause sets out the actual guarantee clause. Clause 5.1 Clause 6 Clause 14 Ced this clause as it deals with what happens if the Individual dies or is incapacitated. This clause sets under what circumstances this agreement can be terminated especially by the Franchisor. Read in show a very good reason not to) and the Franchisee has complied with the other conditions set out in this clause. If you have an Individual guaranteeing the Franchisee's obligations then you will ne the premises where the franchisee is based belongs to the Franchisee and can therefore be sold by the Franchisee to another third party provided the Franchisor consents (which he must do unless he cake sure you complete the advertising levy definition at the beginning of the agreement. Although the business format and the trademarks belong to the Franchisor the actual business which operates fromntent. This agreement provides that the Franchisor collects from the franchisees an advertising levy which is spent on advertising campaigns in accordance with this clause 14. Read it carefully and maing the Franchisor will give the Franchisee to ensure they can run the business system correctly. Again the Franchisor needs to carefully review this entire clause to make sure he is happy with its cooney. The Franchisor will need to look carefully through this clause to make sure he fills in the blanks properly and deletes those sub clauses which are not relevant. This clause relates to the train unit. The Manual is a very useful tool provided by the Franchisor. The Manual is basically a book that tells the Franchisee step by step how to run the business in every minute detail and thus make m of advertising the business brand in normally national advertising campaigns. Clause 5 This clause sets out exactly what the Franchisor must provide to the Franchisee before the opening of the retailse 2.3 Clause 3 Clause 4.1 Clause 4.2 Franchising Agreement agreement we also state the Franchisee's must pay a weekly advertising levy. This is to be used by the Franchisor solely for the purpose weekly sales by the Franchisee. Make sure you insert in the Definitions section at the front of the agreement whether these weekly sales will be weekly or monthly. In this 2 Recital A Clause 2 Clauere. Also it is usual for the Franchisee to pay the Franchisee's legal fees. After paying the initial fee the Franchisor will normally collect weekly or monthly royalties calculated as a percentage of the most important clause. Its how they get paid!! A Franchisor will normally charge an Initial Fee for granting the franchise which is paid on signing (or perhaps in instalments). Enter the figure he automatic right to renew the franchise after the initial term period has expired provided the Franchisee has complied with the obligations sets out in the rest of clause 3. To the Franchisor this isou have defined Territory in the definitions section at the beginning of the agreement. This agreement runs for five years. Please change this if this is not what you want. The Franchisee will have th business format, trade names and other stationary and products relating to the business in the Territory. The Territory will be a specific area in the UK (eg W1 or Romford). You will need to ensure y If so enter their names here. Enter a brief description of the business format (eg Fast Food Restaurant) and the name the business trades under. This clause grants the Franchisee the right to use thechisee. The Franchisee may be a limited company that actually has no assets. The Franchisor may want the obligations of the Franchisee guaranteed by the individual(s) who own the corporate franchisee.e would also draw your attention to the following: Parties You will note there are three parties. The Franchisor, the Franchisee and the Individual. The Individual is there as a guarantor for the Frans means that you must check the clause numbering to ensure that the clause numbers referred to are still correct if you have changed or deleted any clauses of the agreement. In addition to the above wt this is an instruction to you and you will need to either fill in the missing information or delete or amend the wording as appropriate. Where you see the clause numbering within square brackets thit every clause in the agreement will be appropriate for your circumstances. You will see throughout the agreement blank spaces or words contained within square brackets. These square brackets mean thated by the Franchisee. Its usually a take it or leave it scenario. As with all our agreements clear uncomplicated language has been used throughout and therefore the terms will be self-explanatory. Noent drafted to protect the Franchisor and its business format. It clearly sets out each parties obligations and what is expected from them. It is unusual for the Franchisor to allow any changes requesse. In order for any business to franchise its business format you must have a good franchise agreement in order to protect the business format. -1- Our Franchise Agreement is a comprehensive agreemnt, advertising, promotional activities and with a specialist range of management services. If you own a business which you know is successful and can be replicated anywhere then it is ripe to franchi fees - usually based on a percentage of annual turnover or mark-ups on supplies. In return, the franchisor has an obligation to support the franchise network, notably with training, product developmeity and standards of the business. 1.2 What are the Cost Implications? The franchisor will receive an initial fee from the franchisee, payable at the outset, together with on-going management service · 1.1 Each business outlet is owned and operated by the franchisee. However, the franchisor retains control over the way in which products and services are marketed and sold, and controls the qualwill also understand that you will be offering the best possible value for money and service - although you run your 'own show', you are part of a much larger organisation. Who is in Control? · · ·od franchisors can also help secure funding for your investment as well as e.g. discounted bulk-buy supplies for outlets when you are in operation If aware that you are running a franchise, customers d franchise operations will often have national advertising campaigns and a solid trading name Good franchisors will offer comprehensive training programmes in sales and indeed all business skills. Goise? It's simple. Any successful franchise business should be a "turn key operation". · You don't have to come up with a new idea - someone else has had it and tested it, too! Larger, well-establisheising all the elements necessary to establish a previously untrained person in the business and to run it with continual assistance on a predetermined basis. Why would people want to purchase a franchy one person (the franchisor) to another (the franchisee), which entitles the franchisee to trade under the trade mark/trade name of the franchisor and to make use of an entire business package, comprar use of the term has arisen from the development of what is called 'business format franchising.' McDonalds and Subway are both franchises. Business format franchising is the granting of a license bCOMMENTARY Franchise Agreement The term 'franchising' has been used to describe many different forms of business relationships, including licensing, distributor and agency arrangements. The more popul