Franchise Agreements

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This Franchise Agreement is an agreement between the owner of a franchise (the "Franchiserƒ?) and an individual who wishes to purchase a franchise (the "Franchiseeƒ?). This agreement sets forth the terms of the franchise agreement including the high standards and qualities the Franchiser expects the Franchisee to follow. It also sets forth Franchiser's rights to inspect the premises or audit the books. Having a written Franchise Agreement is crucial and will prove invaluable in the event of misunderstandings, disagreements or litigation.

Among others, these important provisions are included in this Franchise Agreement:
  • Parties to the Agreement: Sets out the identity and names of the parties entering into the agreement;
  • Business Location: Sets forth the address of the main location of the Franchisee;
  • Grant of License: Gives the Franchisee an exclusive license to use the intellectual property (names, symbols and trademarks) of the Franchiser;
  • Term and Termination: Sets forth the terms of the agreement including a right to terminate clause;
  • Franchisee's Representations and Warranties: Sets forth Franchisee's representations and warranties including marketing and promotion.

Protect Yourself, your Rights and your Business by using our professionally prepared up-to-date forms.

This attorney-prepared packet includes:
  1. General Information
  2. Instructions and Checklist
  3. Franchise Agreement for use in your state
State Law Compliance: This form complies with the laws of your state
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Franchise Agreement

 

 
 
THIS AGREEMENT made and entered on this __day of ____________________, 20_______
 
BY AND BETWEEN: _________________________________________________________of ________________________________________ (hereinafter referred to as “Franchiser”)
 
AND ____________________________________________________________________ of ________________________________________ (hereinafter referred to as “Franchisee”)
 
RECITALS
 
Whereas the Franchiser is the originator and creator of _____________________________ (name and type of Franchise) (hereinafter called the “Franchise System”);
 
AND WHEREAS the Franchise System include, but are not limited to, unique methods and procedures, specifically designed equipment and signs, identification schemes, products, management programs, standards, specifications, business policies and practices and proprietary marks including trademarks, service marks and trade names and information;
 
AND WHEREAS the Franchisee is desirous of acquiring from Franchiser the right and license to operate a franchised business utilizing the Franchise System of the Franchiser and upon the terms and conditions contained in this Agreement;
 
AND WHEREAS by reason of a uniform Franchise System and high standards of quality and service, Franchiser has established an excellent business reputation, created a substantial demand for its products and services and build up valuable goodwill;
 
AND WHEREAS Franchisee understands the importance of Franchisers high and uniform standards of quality and service and the necessity of conducting franchise operations in conformity with the Franchisers standards and specifications.
 
NOW THEREFORE in consideration of the mutual covenants and Agreements herein contained the parties do hereby covenant and agree with each other as follows:
 
1.   BUSINESS LOCATION
 
The main premises of the Franchisee will be in ___________________________________.
 
2.   GRANT OF LICENSE
 
For the term of this Agreement, Franchiser grants to Franchisee an exclusive license to use the names, symbols and trademarks of the Franchiser associated with Franchise System (“Marks”). Franchiser will not, without Franchisee's prior written consent, establish or operate, or license anyone other than Franchisee to establish or operate, a similar franchise to any other franchisee within the territory of _________________ (“Territory”). Franchisee shall have no right under this Agreement to sub-license any third party to use or grant any rights in such proprietary marks, and Franchise System.
 
 
3.   TERM & TERMINATION
 
(a) The term of this Agreement shall be for a period of ______________ years commencing from ________________________ and ending on ____________ (the “Term”). Franchiser and the Franchisee shall have the option to renew this Agreement by providing at least ________ days prior to the expiry of the Term.
 
(b) Either party shall have the right to terminate this Agreement, by providing written notice of their intention of termination at least ___________ days prior to termination.
 
4.   CONSIDERATION
 
(a) Franchise Fees - In consideration of Franchiser granting to the Franchisee an exclusive right and license to operate the franchise, in accordance with the terms and conditions contained in this Agreement, the Franchisee shall pay $ ________________ to the Franchiser.
 
(b) Service Charge  For the term of this Agreement, on ____________ day of every month, Franchisee shall pay to Franchiser the sum equal to _______ percent of the gross sales of Franchisee. Gross Sales shall include all sales made by Franchisee under and pursuant to this Agreement, but shall not include any sums collected and paid towards any sales tax.
 
5.   TRAINING AND OPERATING ASSISTANCE
 
(a) The Franchiser shall provide to the Franchisee, a training course at a cost to the Franchisee, covering all phases of its Franchise System. Additional start-up assistance or retraining or refresher courses may be provided by the Franchiser, at its discretion, and at a cost to the Franchisee.
 
(b) During the term of this Agreement, Franchiser in its sole discretion shall provide to the Franchisee necessary advice and guidance with respect to the planning, opening and operation of the franchised business, including promotion materials or plans, expansion plans, marketing information, consultation and advice regarding running of the franchise business. Franchisee acknowledges that such information constitutes trade secrets, and Franchisee agrees not to disclose such information to anyone except Franchisees employees and the use of such information to be restricted to operation of the Franchise business.
 
6.   OPERATION OF FRANCHISED BUSINESS
 
The Franchisee agrees to operate the Franchised Business strictly in accordance with the advice and guidance of the Franchiser and in accordance with the Franchise System. Without limiting the generality of the foregoing, the Franchisee agrees as follows:-
 
(a) to operate the franchised business with due diligence and efficiency in an up-to-date, quality and reputable manner;
 
(b) the Franchisee shall ensure that at all times prompt, courteous and efficient service is provided to the customers. The Franchisee shall maintain highest standards of honesty, integrity, fair dealings and ethical conduct in the conduct of franchise business;
 
(c) The Franchisee shall offer for sale such products and items that meet the uniform standards of quality and quantity, as have been expressly approved by Franchiser. The Franchisee shall not sell or offer for sale any other products or services from the premises. The Franchisee shall discontinue the sale of any items or any other merchandise of any kind whatsoever if the Franchiser in sole discretion, prohibits in writing;
 
(d) The Franchisee agrees to regularly maintain franchised business in a good, hygiene condition;
 
(e) Without prior approval of the Franchiser, Franchisee shall not make or cause to be made any alterations to the interior or exterior of the premises so as to modify the appearance thereof.
 
(f) The Franchisee shall comply with all municipal, provincial and federal laws and regulations and shall obtain and at all times maintain any and all permits, certificates or licences, necessary for the proper conduct of the franchised business pursuant to the terms of this Agreement;
 
7.   CONFIDENTIALITY
 
During the term of this Agreement and thereafter, Franchisee agrees to hold in confidence the terms of this Agreement, including the financial terms and provisions hereof and all information received pursuant to, or developed in accordance with this Agreement. Franchisee shall not disclose such information to any third party other than to officers, directors, employees, attorneys, accountants and agents of Franchisee who have a business reason to know or have access to such information, and only after each of whom agrees to be bound by this Agreement.
 
8.   ADVERTISING
 
The Franchisee shall conduct such advertising and promotions in respect of the Franchised Business as the Franchisee shall, in its reasonable discretion desire, provided that:
 
(a) the Franchisee shall advertise and promote only in a manner that will reflect favorably on Franchiser, the Products and the good name;
 
(b) the Franchisee shall submit all promotional and advertising materials to Franchiser for its approval, and until such time as Franchiser shall give its prior written approval, the Franchisee shall not utilize same in any advertising or promotion;
 
(c) the Franchisee shall prominently display, at its expense, in and upon the premises signs of such nature, form, color, number, location and size and containing such matters as Franchiser may direst or approve in writing from time to time;
 
9.   FRANCHISEES REPRESENTATIONS AND WARRANTIES
 
Franchisee represents and warrants to Franchiser as follows:
 
(a) Franchisee is properly registered, licensed and qualified, and has all requisite power and authority in accordance with the laws, rules and regulations to carry out its obligations and to perform services under this Agreement.
 
(b) Franchisee shall take all action as may be required and necessary to obtain and keep current any governmental licenses, permits, registrations and approvals that are necessary for it to carry out or perform its obligations, services and activities hereunder.
 
(c) Neither Franchisee nor its Affiliates nor any person or firm connected with it, has participated or will participate in any action that is in violation of any laws, regulations, rules, decrees or policies in force.
 
(d) Any misrepresentation or violation by Franchisee of the representations, covenants and warranties made under this Agreement, shall be deemed a material breach of this Agreement, entitling the Franchiser to deliver a notice of termination to terminate this Agreement, effective immediately upon receipt of written notice to Franchisee from Franchiser.
 
(e) Franchisee agrees that it will not while this Agreement is in effect (whether itself or together without any other person, firm or company in any capacity whatsoever save authorized hereunder) without the prior written consent of Franchiser market and/or promote and/or arrange for marketing and/or promotion any similar Franchise System as the one licensed in this Agreement.
 
10.   OWNERSHIP
 
Neither this Agreement nor the operation of the Franchised Business shall in any way be deemed to give to the Franchisee any interest in the Marks except for the right to use the Marks solely in accordance with the terms and conditions of this Agreement. The Franchisee shall not make any representations regarding the ownership of the Marks.
 
11.   INSPECTION OF PREMISES
 
Franchiser and/or its representatives shall have the rights at all times to inspect the Premises and the furnishings, equipment and fixtures thereon and the Products, and otherwise to examine the manner in which the Franchisee is conducting its business. During any such inspection Franchisee shall cooperate with Franchisers representatives and render such assistance to them as they may reasonably request.
 
12.   AUDIT OF BOOKS & RECORDS
 
At the end of each fiscal year, Franchisee shall provide the Franchiser with a full and complete report of income and expenses for the Franchise business for the preceding year. Franchiser shall be entitled to inspect such books and records of Franchisee relating to the Franchise business during regular business hours upon _________ business days, written notice to Franchisee and provided that such inspection does not interfere with Franchisees normal operations. During such audit Franchisee shall cooperate with Franchisers representatives and render such assistance to them as they may reasonably request.
 
13.   COMPETITION
 
The Franchisee covenants and agrees that, during the term of this Agreement and Five(5) years following termination, the Franchisee shall not, without prior written consent of Franchiser, either individually or in jointly or in conjunction with any person firm, association, as principal, agent, shareholder or in any manner whatsoever, carry on or be engaged in or advise, or permit their names or any part thereof to be used or employed in any business operating in competition with or similar to the Franchised Business.
 
14.   ASSIGNMENT
 
This Agreement and the rights and licenses granted hereunder are personal and neither party shall have the right to sell, assign, transfer, mortgage, pledge or hypothecate any such rights or licenses in whole or in part without the prior written consent of the non-assigning party. Nor will any of said rights or licenses be assigned or transferred to any third party by operation of law, including without limitation, by merger or consolidation or otherwise, provided, however, that an Assignment pursuant to or resulting from a sale of all or substantially all of the assets such that the Franchisee business as currently existing remains substantially intact.
 
15.   TERMINATION
 
The following occurrences shall constitute material events of default. In addition to and without prejudice to or limiting any other rights and remedies available to the non-defaulting party at law or in equity the non-defaulting party may elect to immediately terminate this Agreement at its sole discretion by giving written notice thereof to the other party at any time after the occurrence of an event of default setting forth sufficient facts to establish the existence of such event of default.
 
(a) A material breach by a party of any material covenant, material warranty, or material representation contained herein, where such defaulting party fails to cure such breach within seven calendar days after receipt of written notice thereof, or within such specific cure period as is expressly provided elsewhere in this Agreement; or
 
(b) A party makes an attempt to make any arrangement for the benefit of creditors or a voluntary or involuntary bankruptcy, insolvency or assignment for the benefit of creditors of a party or in the event any action or proceeding is instituted relating to any of the foregoing and the same is not dismissed within seven calendar days after such institution; or
 
(c) A failure by a party to make payment of any monies payable pursuant to this Agreement, as or when payment is due. Except as otherwise provided herein, no termination of this Agreement for any reason shall relieve or discharge any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination.
 
16.   EFFECT OF TERMINATION
 
Upon the expiration or termination of this Agreement for any reason whatsoever:
(a) The Franchisee shall pay to Franchiser, within seven (7) days after termination or expiration, all royalties, and other charges then due and unpaid by the Franchisee;
 
(b) The Franchisee shall immediately discontinue the operation of the Franchised Business, and the use of the Marks and other proprietary rights licensed under this Agreement.
 
(c) Within seven (7) days after the expiration or termination, the Franchisee shall return to Franchiser all copies of the confidential and other materials provided to the Franchisee by Franchiser.
 
17.   NOTICE
 
All notices, demands, and requests which may be given or which are required to be given by either party to the other, hereunder shall be in writing. Such notices shall be deemed delivered when personally delivered to the address of the party to receive such notice set forth below or, whether actually received or not, five (5) days after having been deposited in any post office or mail receptacle regularly maintained by the United States Government, certified or registered mail, return receipt requested, postage prepaid, properly addressed as follows:
 
If to Franchiser:
 
__________________________
__________________________
__________________________
 
If to Franchisee:
 
___________________________
___________________________
___________________________
 
18.   FORCE MAJEURE
 
In the event that any party hereto is delayed or hindered in the performance of any act required herein by reason of strike, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reasons of a like nature not the fault of such party, then performance of such act shall be excused for the period of the delay and the period for performance of such act shall be extended for the period equivalent to the period of such delay, up to a maximum of three(3) months. The provisions of this section shall not operate to excuse the Franchisee from the prompt payment of any fee or other payment due to Franchiser pursuant to the provisions of this Agreement.
 
19.   INDEMNIFICATION
 
Franchisee shall indemnify and hold Franchiser harmless against any and all claims (including, without limitation, reasonable attorneys fees) arising directly or indirectly from, or as a result of, or in connection with Franchisees operation of the franchise.
 
20.   Governing law
 
This Agreement shall be governed by and construed in accordance with the laws of the State of __________________________________________.
 
21.   ARBITRATION
 
All disputes under this Agreement shall be settled by arbitration in _________________ before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal
 
22.   BINDING EFFECT
 
This Agreement shall be binding upon the parties thereto and their respective legal representatives, successors and assignees.
 
23.   WAIVER OF BREACH OR DEFAULT
 
Any failure by any of the parties hereto to require strict performance by the other of any terms or conditions of this Agreement shall not be construed as a waiver of any rights. Moreover, such failure to require strict performance of any terms or conditions herein shall not be construed as consent to any other breach of the same or as a waiver of any other term, covenant or condition herein.
 
24.   SEVERABILITY
 
If any provision of this agreement is invalid or unenforceable, the balance of this agreement shall remain in effect, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
 
IN WITNESS WHEREOF, the parties hereto have read and fully understood its contents and hereby agree to comply with its terms and conditions and have caused this Agreement to be duly executed by their authorized representatives affixed with the seals thereon in the presence of witnesses on the date first above written.
 
 
FRANCHISER
 
 ______________________________
 
 
FRANCHISEE
 
____________________________
 
 
 
Number of Pages12
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#34862
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Franchise Agreement

 

 
 
THIS AGREEMENT made and entered on this __day of ____________________, 20_______
 
BY AND BETWEEN: _________________________________________________________of ________________________________________ (hereinafter referred to as “Franchiser”)
 
AND ____________________________________________________________________ of ________________________________________ (hereinafter referred to as “Franchisee”)
 
RECITALS
 
Whereas the Franchiser is the originator and creator of _____________________________ (name and type of Franchise) (hereinafter called the “Franchise System”);
 
AND WHEREAS the Franchise System include, but are not limited to, unique methods and procedures, specifically designed equipment and signs, identification schemes, products, management programs, standards, specifications, business policies and practices and proprietary marks including trademarks, service marks and trade names and information;
 
AND WHEREAS the Franchisee is desirous of acquiring from Franchiser the right and license to operate a franchised business utilizing the Franchise System of the Franchiser and upon the terms and conditions contained in this Agreement;
 
AND WHEREAS by reason of a uniform Franchise System and high standards of quality and service, Franchiser has established an excellent business reputation, created a substantial demand for its products and services and build up valuable goodwill;
 
AND WHEREAS Franchisee understands the importance of Franchisers high and uniform standards of quality and service and the necessity of conducting franchise operations in conformity with the Franchisers standards and specifications.
 
NOW THEREFORE in consideration of the mutual covenants and Agreements herein contained the parties do hereby covenant and agree with each other as follows:
 
1.   BUSINESS LOCATION
 
The main premises of the Franchisee will be in ___________________________________.
 
2.   GRANT OF LICENSE
 
For the term of this Agreement, Franchiser grants to Franchisee an exclusive license to use the names, symbols and trademarks of the Franchiser associated with Franchise System (“Marks”). Franchiser will not, without Franchisee's prior written consent, establish or operate, or license anyone other than Franchisee to establish or operate, a similar franchise to any other franchisee within the territory of _________________ (“Territory”). Franchisee shall have no right under this Agreement to sub-license any third party to use or grant any rights in such proprietary marks, and Franchise System.
 
 
3.   TERM & TERMINATION
 
(a) The term of this Agreement shall be for a period of ______________ years commencing from ________________________ and ending on ____________ (the “Term”). Franchiser and the Franchisee shall have the option to renew this Agreement by providing at least ________ days prior to the expiry of the Term.
 
(b) Either party shall have the right to terminate this Agreement, by providing written notice of their intention of termination at least ___________ days prior to termination.
 
4.   CONSIDERATION
 
(a) Franchise Fees - In consideration of Franchiser granting to the Franchisee an exclusive right and license to operate the franchise, in accordance with the terms and conditions contained in this Agreement, the Franchisee shall pay $ ________________ to the Franchiser.
 
(b) Service Charge  For the term of this Agreement, on ____________ day of every month, Franchisee shall pay to Franchiser the sum equal to _______ percent of the gross sales of Franchisee. Gross Sales shall include all sales made by Franchisee under and pursuant to this Agreement, but shall not include any sums collected and paid towards any sales tax.
 
5.   TRAINING AND OPERATING ASSISTANCE
 
(a) The Franchiser shall provide to the Franchisee, a training course at a cost to the Franchisee, covering all phases of its Franchise System. Additional start-up assistance or retraining or refresher courses may be provided by the Franchiser, at its discretion, and at a cost to the Franchisee.
 
(b) During the term of this Agreement, Franchiser in its sole discretion shall provide to the Franchisee necessary advice and guidance with respect to the planning, opening and operation of the franchised business, including promotion materials or plans, expansion plans, marketing information, consultation and advice regarding running of the franchise business. Franchisee acknowledges that such information constitutes trade secrets, and Franchisee agrees not to disclose such information to anyone except Franchisees employees and the use of such information to be restricted to operation of the Franchise business.
 
6.   OPERATION OF FRANCHISED BUSINESS
 
The Franchisee agrees to operate the Franchised Business strictly in accordance with the advice and guidance of the Franchiser and in accordance with the Franchise System. Without limiting the generality of the foregoing, the Franchisee agrees as follows:-
 
(a) to operate the franchised business with due diligence and efficiency in an up-to-date, quality and reputable manner;
 
(b) the Franchisee shall ensure that at all times prompt, courteous and efficient service is provided to the customers. The Franchisee shall maintain highest standards of honesty, integrity, fair dealings and ethical conduct in the conduct of franchise business;
 
(c) The Franchisee shall offer for sale such products and items that meet the uniform standards of quality and quantity, as have been expressly approved by Franchiser. The Franchisee shall not sell or offer for sale any other products or services from the premises. The Franchisee shall discontinue the sale of any items or any other merchandise of any kind whatsoever if the Franchiser in sole discretion, prohibits in writing;
 
(d) The Franchisee agrees to regularly maintain franchised business in a good, hygiene condition;
 
(e) Without prior approval of the Franchiser, Franchisee shall not make or cause to be made any alterations to the interior or exterior of the premises so as to modify the appearance thereof.
 
(f) The Franchisee shall comply with all municipal, provincial and federal laws and regulations and shall obtain and at all times maintain any and all permits, certificates or licences, necessary for the proper conduct of the franchised business pursuant to the terms of this Agreement;
 
7.   CONFIDENTIALITY
 
During the term of this Agreement and thereafter, Franchisee agrees to hold in confidence the terms of this Agreement, including the financial terms and provisions hereof and all information received pursuant to, or developed in accordance with this Agreement. Franchisee shall not disclose such information to any third party other than to officers, directors, employees, attorneys, accountants and agents of Franchisee who have a business reason to know or have access to such information, and only after each of whom agrees to be bound by this Agreement.
 
8.   ADVERTISING
 
The Franchisee shall conduct such advertising and promotions in respect of the Franchised Business as the Franchisee shall, in its reasonable discretion desire, provided that:
 
(a) the Franchisee shall advertise and promote only in a manner that will reflect favorably on Franchiser, the Products and the good name;
 
(b) the Franchisee shall submit all promotional and advertising materials to Franchiser for its approval, and until such time as Franchiser shall give its prior written approval, the Franchisee shall not utilize same in any advertising or promotion;
 
(c) the Franchisee shall prominently display, at its expense, in and upon the premises signs of such nature, form, color, number, location and size and containing such matters as Franchiser may direst or approve in writing from time to time;
 
9.   FRANCHISEES REPRESENTATIONS AND WARRANTIES
 
Franchisee represents and warrants to Franchiser as follows:
 
(a) Franchisee is properly registered, licensed and qualified, and has all requisite power and authority in accordance with the laws, rules and regulations to carry out its obligations and to perform services under this Agreement.
 
(b) Franchisee shall take all action as may be required and necessary to obtain and keep current any governmental licenses, permits, registrations and approvals that are necessary for it to carry out or perform its obligations, services and activities hereunder.
 
(c) Neither Franchisee nor its Affiliates nor any person or firm connected with it, has participated or will participate in any action that is in violation of any laws, regulations, rules, decrees or policies in force.
 
(d) Any misrepresentation or violation by Franchisee of the representations, covenants and warranties made under this Agreement, shall be deemed a material breach of this Agreement, entitling the Franchiser to deliver a notice of termination to terminate this Agreement, effective immediately upon receipt of written notice to Franchisee from Franchiser.
 
(e) Franchisee agrees that it will not while this Agreement is in effect (whether itself or together without any other person, firm or company in any capacity whatsoever save authorized hereunder) without the prior written consent of Franchiser market and/or promote and/or arrange for marketing and/or promotion any similar Franchise System as the one licensed in this Agreement.
 
10.   OWNERSHIP
 
Neither this Agreement nor the operation of the Franchised Business shall in any way be deemed to give to the Franchisee any interest in the Marks except for the right to use the Marks solely in accordance with the terms and conditions of this Agreement. The Franchisee shall not make any representations regarding the ownership of the Marks.
 
11.   INSPECTION OF PREMISES
 
Franchiser and/or its representatives shall have the rights at all times to inspect the Premises and the furnishings, equipment and fixtures thereon and the Products, and otherwise to examine the manner in which the Franchisee is conducting its business. During any such inspection Franchisee shall cooperate with Franchisers representatives and render such assistance to them as they may reasonably request.
 
12.   AUDIT OF BOOKS & RECORDS
 
At the end of each fiscal year, Franchisee shall provide the Franchiser with a full and complete report of income and expenses for the Franchise business for the preceding year. Franchiser shall be entitled to inspect such books and records of Franchisee relating to the Franchise business during regular business hours upon _________ business days, written notice to Franchisee and provided that such inspection does not interfere with Franchisees normal operations. During such audit Franchisee shall cooperate with Franchisers representatives and render such assistance to them as they may reasonably request.
 
13.   COMPETITION
 
The Franchisee covenants and agrees that, during the term of this Agreement and Five(5) years following termination, the Franchisee shall not, without prior written consent of Franchiser, either individually or in jointly or in conjunction with any person firm, association, as principal, agent, shareholder or in any manner whatsoever, carry on or be engaged in or advise, or permit their names or any part thereof to be used or employed in any business operating in competition with or similar to the Franchised Business.
 
14.   ASSIGNMENT
 
This Agreement and the rights and licenses granted hereunder are personal and neither party shall have the right to sell, assign, transfer, mortgage, pledge or hypothecate any such rights or licenses in whole or in part without the prior written consent of the non-assigning party. Nor will any of said rights or licenses be assigned or transferred to any third party by operation of law, including without limitation, by merger or consolidation or otherwise, provided, however, that an Assignment pursuant to or resulting from a sale of all or substantially all of the assets such that the Franchisee business as currently existing remains substantially intact.
 
15.   TERMINATION
 
The following occurrences shall constitute material events of default. In addition to and without prejudice to or limiting any other rights and remedies available to the non-defaulting party at law or in equity the non-defaulting party may elect to immediately terminate this Agreement at its sole discretion by giving written notice thereof to the other party at any time after the occurrence of an event of default setting forth sufficient facts to establish the existence of such event of default.
 
(a) A material breach by a party of any material covenant, material warranty, or material representation contained herein, where such defaulting party fails to cure such breach within seven calendar days after receipt of written notice thereof, or within such specific cure period as is expressly provided elsewhere in this Agreement; or
 
(b) A party makes an attempt to make any arrangement for the benefit of creditors or a voluntary or involuntary bankruptcy, insolvency or assignment for the benefit of creditors of a party or in the event any action or proceeding is instituted relating to any of the foregoing and the same is not dismissed within seven calendar days after such institution; or
 
(c) A failure by a party to make payment of any monies payable pursuant to this Agreement, as or when payment is due. Except as otherwise provided herein, no termination of this Agreement for any reason shall relieve or discharge any party hereto from any duty, obligation or liability hereunder which was accrued as of the date of such termination.
 
16.   EFFECT OF TERMINATION
 
Upon the expiration or termination of this Agreement for any reason whatsoever:
(a) The Franchisee shall pay to Franchiser, within seven (7) days after termination or expiration, all royalties, and other charges then due and unpaid by the Franchisee;
 
(b) The Franchisee shall immediately discontinue the operation of the Franchised Business, and the use of the Marks and other proprietary rights licensed under this Agreement.
 
(c) Within seven (7) days after the expiration or termination, the Franchisee shall return to Franchiser all copies of the confidential and other materials provided to the Franchisee by Franchiser.
 
17.   NOTICE
 
All notices, demands, and requests which may be given or which are required to be given by either party to the other, hereunder shall be in writing. Such notices shall be deemed delivered when personally delivered to the address of the party to receive such notice set forth below or, whether actually received or not, five (5) days after having been deposited in any post office or mail receptacle regularly maintained by the United States Government, certified or registered mail, return receipt requested, postage prepaid, properly addressed as follows:
 
If to Franchiser:
 
__________________________
__________________________
__________________________
 
If to Franchisee:
 
___________________________
___________________________
___________________________
 
18.   FORCE MAJEURE
 
In the event that any party hereto is delayed or hindered in the performance of any act required herein by reason of strike, lock-outs, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reasons of a like nature not the fault of such party, then performance of such act shall be excused for the period of the delay and the period for performance of such act shall be extended for the period equivalent to the period of such delay, up to a maximum of three(3) months. The provisions of this section shall not operate to excuse the Franchisee from the prompt payment of any fee or other payment due to Franchiser pursuant to the provisions of this Agreement.
 
19.   INDEMNIFICATION
 
Franchisee shall indemnify and hold Franchiser harmless against any and all claims (including, without limitation, reasonable attorneys fees) arising directly or indirectly from, or as a result of, or in connection with Franchisees operation of the franchise.
 
20.   Governing law
 
This Agreement shall be governed by and construed in accordance with the laws of the State of __________________________________________.
 
21.   ARBITRATION
 
All disputes under this Agreement shall be settled by arbitration in _________________ before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal
 
22.   BINDING EFFECT
 
This Agreement shall be binding upon the parties thereto and their respective legal representatives, successors and assignees.
 
23.   WAIVER OF BREACH OR DEFAULT
 
Any failure by any of the parties hereto to require strict performance by the other of any terms or conditions of this Agreement shall not be construed as a waiver of any rights. Moreover, such failure to require strict performance of any terms or conditions herein shall not be construed as consent to any other breach of the same or as a waiver of any other term, covenant or condition herein.
 
24.   SEVERABILITY
 
If any provision of this agreement is invalid or unenforceable, the balance of this agreement shall remain in effect, and if any provision is inapplicable to any person or circumstances, it shall nevertheless remain applicable to all other persons and circumstances.
 
IN WITNESS WHEREOF, the parties hereto have read and fully understood its contents and hereby agree to comply with its terms and conditions and have caused this Agreement to be duly executed by their authorized representatives affixed with the seals thereon in the presence of witnesses on the date first above written.
 
 
FRANCHISER
 
 ______________________________
 
 
FRANCHISEE
 
____________________________
 
 
 

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