Complete the agreement using your own facts such as name, address, etc. to the form.UseXYZ Corporationfor Party A and use fictitious information for address, names, etc.

Franchise Agreement

This Franchise Agreement is made on [AGREEMENT DATE] (the "Effective Date") between [PARTY A NAME], [whose principal place of residence is at / a[CORPORATE JURISDICTION] corporation with its principal place of business at [PARTY A ADDRESS]] (the "[PARTY A ABBREVIATION]") and [PARTY B NAME], [whose principal place of residence is at / a [CORPORATE JURISDICTION] corporation with its principal place of business at] [PARTY B ADDRESS]] (the "[PARTY B ABBREVIATION]").

The parties agree as follows (the capitalized terms used in this agreement, in addition to those above, being defined in section [DEFINITIONS]).

1. FranchiseGrant and Fees
2. FranchiseGrant. [PARTY A] herebygrants to [PARTY B] the franchisegrant described in section [FRANCHISE GRANT] (the "[DELIVERABLE]").
3. Fees. [PARTY B] shall pay [PARTY A] the Royalties Fees described in section [ROYALTIES FEES].
4. Franchise Grant
5. Grant. [PARTY A] hereby grants to [PARTY B][the exclusive / a non-exclusive] right and license to operate a franchised business of the [FRANCHISE NAME] franchise (the "Franchised Business"), and to use [PARTY A]'s Proprietary Marks designated as part of the Franchised Business within the Territory, at the Franchise Location (the "[DELIVERABLE]").
6. Proprietary Marks
7. Ownership of Proprietary Marks and Good Will.[PARTY B] hereby acknowledges that
8. [PARTY A] owns all right, title, and interest in theProprietary Marks,
9. [PARTY B]'suse of the Proprietary Marks, and any resulting good will, willaccrue solely for[PARTY A]'sbenefit, and
10. this agreement does not confer any goodwill or other interests in the Proprietary Marks on [PARTY B].
11. Use of ProprietaryMarks.[PARTY B] will use the Proprietary Marks only incompliance with this agreement, and notas part of any corporate or trade name, orin connection with unauthorized goods or services.
12. No Contest. During andafter the Term, [PARTY B] willnot contest the validity or [PARTY A]'s ownership of the Proprietary Marks.
13. Notification of Infringement and Litigation
14. Notification of Infringement.[PARTY B] shall immediately notify [PARTY A] in writing if it becomes aware of any apparent infringement or challenge to [PARTY B]'s use of any Proprietary Mark, or to any similar trade name, trademark, or service mark, [PARTY B].
15. [PARTY A]'s Control Over Litigation.[PARTY A] will have exclusive control overany litigation in connection with infringement of the Proprietary Marks.
16. [PARTY B]'s Litigation Cooperation.[PARTY B] shallexecute anyinstruments and take all other actions necessary to protect and maintain [PARTY A]'sinterests in any litigationin connection with infringement of the Proprietary Marks.
17. Changes to Proprietary Marks
18. Notify [PARTY B] of New Marks.If [PARTY A] chooses to use a new trademark or service mark, to modify or discontinue use of any current Proprietary Mark, or to use any substitute trademark or service mark, [PARTY A] shall promptly notify [PARTY B] of thechanges.
19. [PARTY B] Shall UseNew Marks. Within a reasonable time after[PARTY A]'s notice of a new mark, a modified or discontinued Proprietary Mark, or substituted mark, [PARTY B] shall, at its own expense, takeall actions necessary to incorporate [PARTY A]'schanges to its marks into [PARTY B]'sgoods, services, and facilities bearing [PARTY A]'s marks.
20. Rights Reserved by [PARTY A]
21. No Obligation to Grant Additional Franchises.[PARTY A] will not be required togrant any additional franchises to [PARTY B] or any third party.
22. [PARTY A]'s Discretion Over Franchise Terms.[PARTY A] maygrant licenses for third partiesto operate [FRANCHISE NAME] under whateverconditions [PARTY A] deems appropriate.
23. Definitions
24. Franchise Location."Franchise Location" means the location at [INSERT ADDRESS OF FRANCHISE LOCATION].
25. Territory. "Territory" means the territory designated in the map attached as [ATTACHMENT].
26. Proprietary Marks. 'Proprietary Marks" means the trademark, service marks, trade names, and similar marks listed in the attachment [ATTACHMENT].
27. Royalties. In exchange for the [DELIVERABLE],[PARTY B] will pay [PARTY A] the Royalties Fees, and down payment, according to section [PAYMENT OF ROYALTIES].
28. Royalties Fees
29. Down Payment. On the Effective Date, [PARTY B] will pay [PARTY A] adown payment of $[DOWN PAYMENT AMOUNT].
32. Fixed Royalty Rate. [PARTY B] willpay to [PARTY A] Royalties Fees
33. equal to [ROYALTY PERCENTAGE]% of [PARTY B]'s grosssales at the franchised businessover each [PAYMENT PERIOD] period (each period, an "Accounting Period"),
34. due within [14] Business Days' of the end of the applicable Accounting Period,
35. in immediately available funds, and
36. to theaccount [PARTY A] lists immediately below:

Account Number:

Routing Number:

1. Minimum Royalty Fee. Each Accounting Period, [PARTY B] will pay [PARTY A] a minimum royalty fee equal to $[MINIMUM ROYALTY FEE AMOUNT], which will be credited against any Royalty Fees due that Accounting Period under paragraph [FIXED ROYALTY RATE].
2. Advertising Fee.[PARTY B]will pay to [PARTY A]an advertising fee of [ADVERTISING FEE PERCENTAGE] of gross sales each Accounting Period.
3. Accounting. [PARTY B] will send with each payment to [PARTY A] a certified accounting for the applicable Accounting Period, correctly listing [PARTY B]'ssales over that Accounting Period.
4. Taxes. [PARTY B] will pay all Taxes applicable to payments between the parties under this agreement.
5. Interest on Late Payments. Any amount not paid when duewill bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed byLaw, whichever is less.
6. Term, Renewal, and Option to Purchase
7. Initial Term. This agreement will commenceon [the Effective Date / [DATE, MONTH]], and will continue for[TERM MONTHS]monthsunless terminated earlier (the "Initial Term").
8. Renewal
9. Options forRenewal. Subject to paragraph [ELIGIBILITY FOR RENEWAL], if [PARTY B] gives [PARTY A] at least [RENEWAL NOTICE PERIOD] Business Days' notice to [PARTY A], [PARTY B] may renew this agreementfor two additional, consecutive terms ("Renewal Terms").
10. Eligibility for Renewal. [PARTY B] will have the right to renew under paragraph [OPTIONS FOR RENEWAL] only if [PARTY B]
11. is not in breach of or default under this or any other agreement with [PARTY A], and
12. haspaid all outstanding amounts owed to [PARTY A].
13. Option to Purchase Assets
14. [PARTY A]'s Option. On the expiration or termination of this agreement, [PARTY A]may purchase from [PARTY B]some or all of the assets [PARTY B] used in the franchised business.
15. Purchase Price
16. Fair Market Value.If [PARTY A] chooses to purchase any assets under paragraph [PARTY A'S OPTION], [PARTY A] shall payfor eachassetthe fair market value of the asset, determined as of the effective date of purchase andaccounting for reasonable depreciation and condition of the asset.
17. Disputes Over Purchase Price.If the parties are unable to agree on the fair market value of the assets within 30 Business Days of [PARTY B]'sreceipt of [PARTY A]'snotice to exercise its option to purchase, the fair market value willbe determined by three professionally certified appraisers, one selected by each party, and the third selected by the two the parties selected.
18. Term. "Term" means the Initial Term or the then-current Renewal Term.
19. Representations
20. Mutual Representations
21. Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.
22. Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
23. Execution and Delivery. The parties have duly executed and delivered this agreement.
24. Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.
25. No Conflicts. Neitherparty is under any restriction or obligation that the party could reasonably expect mightaffect the party'sperformance of its obligations under this agreement.
26. No Breach. Neither party's execution, delivery, orperformance of its obligations under this agreement will breach or result in a default under
27. its articles, bylaws, or any unanimous shareholders agreement,
28. any Law to which it is subject,
29. any judgment, Order, or decree of any Governmental Authority to which it is subject, or
30. any agreement to which it is a party or by which it is bound.
31. Permits, Consents, and Other Authorizations.Each party holds all Permits and other authorizations necessary to
32. own, lease, and operate its properties, and
33. conduct its business as it is now carried on.
34. No Disputes or Proceedings. [Except as disclosed in the parties respective Disclosure Schedules] There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party's ability to complete its obligations under this agreement.
35. No Bankruptcy. Neither party has taken or authorized any proceedings related to that party's bankruptcy, insolvency, liquidation, dissolution, or winding up.
36. [PARTY A]'sRepresentations
37. Ownership. [Except as disclosed in [PARTY A]'s Disclosure Schedule] [PARTY A]
38. has the exclusive right to grant the [DELIVERABLE], and
39. has the exclusive right to use and grant rights to use theProprietary Marks.
40. Registration and Maintenance
41. Necessary Rights and Privileges.[PARTY A] possesses all necessary rights and privileges to cause theProprietary Marksto beregistered in, filed in, or issued by the United States Patent and Trademark Office or the corresponding offices of other jurisdictions and countries.
42. No Adverse Facts or Circumstances. To [PARTY A]'s Knowledge,there areno facts or circumstances which would prevent itsregistration, filing, or issuance described in paragraph [NECESSARY RIGHTS AND PRIVILEGES] above.
43. Maintenance. [PARTY A] has
44. properly maintained theProprietary Marks, and
45. paid all applicable maintenance and renewal fees.
46. No Prior Grant or Transfer. [PARTY A] has not
47. granted and is not obligated to grant any license to any third partythat would conflict with the [DELIVERABLE]under this agreement, or
48. assigned or otherwise granted, and is not obligated to assign or otherwise grant, any of its rights or interestto any third partythat would conflict with the [DELIVERABLE]under this agreement.
49. No Infringement. TheProprietary Marksdo not infringe the Intellectual Property rights or other rights of any third party.
50. No Third Party infringement. Except as disclosed in [PARTY A]'s Disclosure Schedule, to [PARTY A]'s Knowledge, no third party is infringing theProprietary Marks.
51. Not in Public Domain. TheProprietary Marks arenot in the public domain.
52. [PARTY B]'sIndependent Investigation
53. Acknowledgements. [PARTY B] acknowledges that it
54. has conducted its own independent investigation, review, and analysis of [FRANCHISE NAME], [PARTY A]'s business, and the Franchise Location], and
55. in making its decision to enter into this agreement and to consummate the transactions contemplated hereby, [PARTY B] has relied solely on its own investigation and [PARTY A]'s express representations, warranties, and other statements listed in this agreements and in [PARTY A]'s Disclosure Schedule
56. No Waiver. [PARTY B] will not have been deemed to have waived, modified, or otherwise limited, by reason of having made its investigation, [PARTY B]'s
57. representations and warranties, or
58. right to indemnification under section [INDEMNIFICATION].
59. Operations of Franchised Business
60. Condemnation and Casualty of Franchise Location
61. Notify [PARTY A] of Condemnation. [PARTY B]shall promptly notify [PARTY A] of any proposed taking of the Franchise Location through the exercise of the power of eminent domain.
62. Request Relocation from [PARTY A].If the Franchise Location is to be taken, on [PARTY B]'s request [PARTY A] may, in its discretion, allow [PARTY B] to relocate its Franchised Business to a new location.
63. Casualty. If the Franchise Location is damaged, [PARTY B] shall promptlyrepair the damage.
64. Insurance. [PARTY B] shall obtain and maintain theinsurance policies listed in and according to [ATTACHMENT].
65. Training
66. Initial Training.[PARTY B] shall complete [PARTY A]'s initial training programs, according to[PARTY A]'s then-currenttraining guidelines and costs, atthe next scheduled training class after the Effective Date.
67. Employee Training. Before allowing any Person to hold a management position at the Franchised Business, [PARTY B]shall require that Personcomplete [PARTY A]'sinitial training programs, according to[PARTY A]'s then-currenttraining guidelinesand costs.
68. Regional Training. [PARTY B] shallcomplete one or more of [PARTY A]'s regional training programs, according to [PARTY A]'s then-currenttraining guidelinesand costs.
69. Update Training. [PARTY B] shallattend and complete annual update training programs, according to[PARTY A]'s then-currenttraining guidelinesand costs.
70. Inspection by [PARTY A]
71. Inspection During Normal Business Hours. On at least [two] Business Days' notice to [PARTY B],[PARTY A] may inspect the Franchise Location, and[PARTY B]'s Books and Records, and Tax Returns,during [PARTY B]'s normal business hours.
72. Pay Costs and Missing Fees.If [PARTY A]'sinspection reveals that [PARTY B]'s gross sales have been understated by [2]% or morefor any Accounting Period, [PARTY B] shallimmediately pay to [PARTY A] the cost of the audit and the amount of royalty fees, plus interest.
73. Operating Hours
74. Post Operating Hours.Subject to applicable Laws, [PARTY B] shall postthe operating hours conspicuously at the Franchise Location
75. Modify Operating Hours. The parties may modify the operating hours only by written agreement.
76. [PARTY B]'s Employees
77. Employee Sufficient Employees.[PARTY B] shallemploy a sufficient number of trained and competent employees to ensure sufficient service to [PARTY B]'s customers.
78. Relationship with [PARTY A].No employee of [PARTY B] will be deemed an employee of [PARTY A].
79. Accounting and Record Keeping.At [PARTY A]'s request, [PARTY B] shall, at its expense, provide to [PARTY A] a reviewed or audited profit and loss statement and balance sheet for the Franchised Business within [60] Business Days of the end of each fiscal year.
80. Activities at the Franchise Location. At the Franchise Location, [PARTY B] will not
81. engage in any business except for the Franchised Business, without [PARTY A]'s written consent, or
82. allow the location to be used for any immoral or illegal purpose or activity.
83. Operations Manual
84. Operate According toManuals. [PARTY B] shall operate the Franchised Businessaccording to the Manuals.
85. Confidentiality of Manuals. [PARTY B] shall treat the Manuals and all information contained in them as Confidential Information, subject to the confidentiality obligations under the attached [Non-Disclosure Agreement] referred to in section [CONFIDENTIALITY].
86. Copying of Manuals.[PARTY B] willnot copy, duplicate, record or otherwise reproduce the Manualsor any information in the Manuals, without [PARTY A]'s written consent.
87. Ownership of Manuals. [PARTY A] will retain all ownership interests inthe Manuals.
88. RevisedManuals
89. Right to ReviseManuals.[PARTY A] may revise the Manuals or any part of a Manual.
90. Deliver Revised Manualsto [PARTY B].Promptly after making any revision to a Manual, [PARTY A] shall deliver the revised Manuals to [PARTY B].
91. Comply with Revised Manuals.Within a reasonable time of receiving revised Manuals from [PARTY A], [PARTY B] shall ensure that all operations of the Franchised Business comply with the revisions.
92. [PARTY B]'s Release of [PARTY A]
93. General Release. [PARTY B]hereby irrevocably releases and agreesnot to sue [PARTY A], [PARTY A]'sparent, Subsidiaries,Affiliates, and their respective past and present officers, directors, shareholders, agents, and employees for any claims arising out of conduct or omission occurring on or before the Effective Date[, except for claiming arising out of [PARTY A]'s representations disclosed in its Disclosure Schedule].
94. Acknowledgement of Release.[PARTY B] [and all guarantors] hereby acknowledge that
95. [PARTY A] has givenfair consideration for this release and,
96. they fully understand that this is a negotiated, complete, and final release of all claims.
97. [PARTY A]'s Obligations
98. Loan [PARTY B] Manuals. [PARTY A] shall loan to [PARTY B] during the term one copy of each Manual.
99. Provide Operating Assistance. [PARTY A]shallprovide [PARTY B] with operating assistance, including
100. on [PARTY B]'sreasonable request, consulting [PARTY B] by telephone regarding franchise sales,support, and assistance, and
101. providing access to franchise sales advertising and promotional materials [PARTY A] develops, the reasonable costs of which [PARTY A] may require[PARTY B]to pay.
102. Advertising
103. Local Advertising Expenses. Each month,[PARTY B] shallspend at least [MINIMUM MARKETING PERCENTAGE] percentage of its gross sales on local marketing.
104. Document and Report Expenses. Each Accounting Period, [PARTY B] shalldocument and report the monthly amounts it spent on advertising during that Accounting Period.
105. Pre-Approval of Advertising.[PARTY B] will only useadvertising, marketing, and promotional materials, media, methods, campaigns, firms, and venders [PARTY A] approves of in writing.
106. Confidentiality Obligations. The parties continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].
107. Non-Competition.Duringthe Termand for[NON-COMPETITION PERIOD] months after the termination or expiration of this agreement, [PARTY B] willnot engage in any business or other commercial activity similar to the Franchised Businesswithin the Territory.
108. Non-Solicitation
109. Non-Solicitation of Employees andCustomers. Subject to paragraph[PERMITTED HIRINGS AND BUSINESS], duringthe period starting on the Effective Date and ending [NON-SOLICITATIONPERIOD TERM] after the termination or expiration of this agreement(the "Non-Solicitation Period"),[PARTY B] will not directly or indirectly, on [PARTY B]'s own behalf or in the service or on behalf of others, in any capacity
110. induce or attempt to induce any officer, director, or employee to leave [PARTY A], or
111. solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of [PARTY A].
112. Permitted Hirings and Business
115. Voluntary Contacts. [PARTY B] may employ or accept the business of [PARTY A]'s officers, directors, employees, customers, consultants, or patronswho contact [PARTY B]ontheirowninitiative withoutanydirectorindirect solicitationorencouragement by [PARTY B].
116. FormerEmployees. [PARTY B] may employ any formerofficer, director, or employee of [PARTY A]whose employment with[PARTY A] has terminated.
117. FormerCustomers.[PARTY B] may do business with any former customer, consultant, or patron of [PARTY A] who no longer does business with [PARTY A].
118. Indemnification
119. Indemnification by [PARTY B]. [PARTY B] (as an indemnifying party) shall indemnify [PARTY A] (as an indemnified party) against all losses and expenses arising out of any proceeding
120. brought by either a third party or[PARTY A], and
121. arisingout of [PARTY B]'soperation of the Franchised Business or any other use of the Franchise Location.
122. MutualIndemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding
123. brought by either a third party or an indemnified party, and
124. arisingout of the indemnifying party's willful misconduct or gross negligence.
125. Notice and Failure to Notify
126. Notice Requirement. Before bringing a claim for indemnification, the indemnified partyshall
127. notify the indemnifying partyof the indemnifiable proceeding, and
128. deliver to the indemnifying partyall legal pleadings and other documents reasonably necessary to indemnify ordefend the indemnifiable proceeding.
129. Failure to Notify. If the indemnified partyfails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party'sfailure.
130. Exclusive Remedy. The parties'right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].
131. Termination
132. Termination by [PARTY B]For Material Breach.[PARTY B] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY A], if
133. [PARTY B]fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
134. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY B]delivers notice to [PARTY A]reasonably detailing the breach.
135. Termination by [PARTY A]
138. Termination by [PARTY A] for Material BreachWith Right to Cure. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if
139. [PARTY B]fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
140. the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after [PARTY A]delivers notice to [PARTY B]reasonably detailing the breach.
141. Termination by [PARTY A] Without Right to Cure. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B] if [PARTY B]
142. fails to pay any amounts it owes to [PARTY A] under this agreement [three] separate time overthe preceding [12] months,
143. loses the right to occupy the Franchise Location, or
144. is convicted of a felony.
145. Termination for Insolvency. If either partybecomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other partymay terminate this agreement with immediate effect, by delivering notice of the termination to the party.
146. Transfer
147. Right of First Refusal
148. Notification of Offer.[PARTY B] shall promptly notify [PARTY A] in writing if [PARTY B], or any Person with an interest in [PARTY B], receives and desires to accept any bona fide offer to purchase all or any part of his or its interest in the Franchised Business or in [PARTY B], and the transfer would
149. result in a change in control of [PARTY B] or of the Franchised Business, or
150. constitute a transfer of any interest held by a Person controlling [PARTY B] or of the Franchised Business.
151. [PARTY A]'s Right of First Refusal. Within [30] Business Days' after receiving notice of an offer from [PARTY B], [PARTY A] may exercise this right of first refusal to buy from [PARTY B], or from the Person with theinterest in [PARTY B], the interest subject to the proposed transferon the same terms and conditions offered by the third party (except that [PARTY A] or its designee shall be entitled to receive the representations and warranties customary to the sale of a similarly sized business and shall not be responsible for the payment of any broker commission or other transactional fee), by sending written notice to [PARTY B] orthe Person withtheinterest in [PARTY B], of [PARTY A]'s intent to exercise this right of first refusal.
152. Expiration of Option. If within [90] Business Days of giving notice to [PARTY B]orthe Person withtheinterest in [PARTY B], [PARTY A] has not entered a binding agreement tobuy the interest subject to the proposed transfer, [PARTY B], or the Person holding the interest in [PARTY B], may offer the interest to the original offeror or to any other third party, free from [PARTY A]'s right of first refusal.
153. Transfer by [PARTY A].[PARTY A] may freely and fully transfer its interests under this agreement, toinure to the benefit of thetransferee or other legal successor to [PARTY A]'s interests.
154. Transfer by [PARTY B]
155. Acknowledgement of Personal Nature of Agreement.[PARTY B] acknowledgesthat the rights and duties created by this Agreement are personal to [PARTY B] (or its shareholders or partners if [PARTY B] is a corporation or partnership), and that [PARTY A] has entered into this Agreement in reliance upon [PARTY A]'s perceptions of the individual or collective character, skill, aptitude, attitude, business ability, and financial capacity of [PARTY B] (or its shareholders, members, managers, or partners).
156. No Transfer Without [PARTY A]'s Consent.[PARTY B] may not transfer this agreement or any part of its interest under this agreement without [PARTY A]'s written consent.
157. Unauthorized Transfer Constitute's Breach by [PARTY B].If [PARTY A]transfers this agreement or any interest under it without [PARTY A]'s consent,
158. [PARTY B] will be deemed in breach of this agreement, and
159. the transfer will be deemed void and of no effect.
160. Conditions for Approval of Transfer. [PARTY A] willnot be requiredto approve a proposed transfer unless [PARTY B] (and its owners) are in full compliance with this agreement, and the following conditions are met before [PARTY A]'s approval of the transfer:
161. the transferee has sufficient business experience to operate the Franchised Business;
162. [PARTY B] has paid all fees due under this agreement;
163. [PARTY B] has paid [PARTY A] a transfer fee equal to [TRANSFER FEE] to defray expenses [PARTY A] incurs under the transfer;
164. [PARTY B] executes a general release of all claims by [PARTY B] against [PARTY A];
165. the transferee executes a written assumption of all [PARTY B]'s rights, duties, and obligations under this agreement; and
166. [PARTY B] executes a non-competition agreement in favor of [PARTY A] and transferee, binding for the remaining term of the non-competition period under section [NON-COMPETITION].
167. Definitions

"Accounting Period" is defined in section [PAYMENT OF ROYALTIES].

"Action" means any legal or administrative claim, suit, action, complaint, charge, grievance, arbitration, audit, investigation, inquiry, or other proceeding.

"Affiliate" of any Person means, at the time the determination is made, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with that Person.

"Books and Records" means all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, lists of parties to and prospects for franchise agreements, supplier lists, production data, quality control records and procedures, customer complaints, inquiry files, research, development files, records, data (including all correspondence with any Governmental Authority), sales material and records (including pricing history and sales and pricing policies and practices), strategic plans, marketing and promotional surveys, and material, research, and files relating to the intellectual property.

"Business Day" means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

"Disclosure Schedule" means the schedules delivered, before the execution of this agreement, by each party to the other party which list, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision of this agreement or as an exception to one or more of the representations or warranties made by the party, or to one or more of the covenants of the party. The inclusion of an item in a Disclosure Schedule as an exception to a representation or warranty will not by itself be deemed an admission by a party that such item is material.

"Effective Date" is defined in the introduction to this agreement.

"Franchise Location" is defined in section [FRANCHISE GRANT].

"Franchised Business" is defined in section [FRANCHISE GRANT].

"Governmental Authority" means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of Law), or

(d) any arbitrator, court or tribunal of competent jurisdiction.

"Initial Term" is defined in section [TERM, RENEWALS, AND OPTION TO PURCHASE].

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations; and other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

"Law" means

(a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

"Legal Proceeding" means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

"Manuals"means [PARTY A]'s operations manuals regarding thedevelopment, operation, and marketing of the Franchised Business.

"Non-Solicitation Period" is defined in section [NON-SOLICITATION].

"Order" means any decision, order, judgment, award, or similar order of any court of competent jurisdiction, arbitration panel, or Governmental Authority having jurisdiction over the subject matter, whether preliminary or final.

"Permits" means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party's business.

"Person" includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

"Proprietary Mark" is defined in section [FRANCHISE GRANT].

"Renewal Term" is defined in section [TERM, RENEWALS, AND OPTION TO PURCHASE].

"Royalties Fees" is defined in section [PAYMENT OF ROYALTIES].

"Subsidiaries" means any legal entity that

(a) a party owns more than 50% of the entity's outstanding voting securities or equity interests, or

(b) of which a party is a general partner (excluding partnerships in which such party or any Subsidiary of such party does not have a majority of the voting interests in such partnership).

"Taxes" includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

"Tax Return" includes any report, return, declaration, or other information statement relating to Taxes required to be supplied to a Governmental Authority, including any schedule or attachment thereto, and including any amendment thereof.

"Term is defined in section [TERM, RENEWALS, AND OPTION TO PURCHASE].

"Territory" is defined in section [FRANCHISE GRANT].

1. General Provisions
2. Waiver
3. Affirmative Waivers. Neither party's failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party's rights.
4. Written Waivers. A waiver or extensionis only effective ifit is in writing and signed by the party granting it.
5. No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.
6. No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
7. Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,
8. represent the final expression of the parties' intent relating tothe subject matter of this agreement,
9. contain all the terms the parties agreed to relating to thesubject matter, and
10. replace all of the parties' previous discussions, understandings, and agreements relating tothesubject matter of this agreement.
11. Binding Effect. This[agreement /plan]will benefit and bind the parties and their respective heirs, successors, and permitted assigns.
12. Counterparts
13. Signed in Counterparts.This agreement may be signed in any number of counterparts.
14. All Counterparts Original. Each counterpart is an original.
15. Counterparts Form One Document. Together, all counterpartsform one single document.
16. Amendment.This agreement can be amended only by awritingsigned byboth parties.
17. Severability. If any part of thisagreementis declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
18. Interpretation
19. References to Specific Terms
20. Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").
21. Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.
22. "Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."
23. "Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:
24. the then-current, actual knowledge of the directors and officers of that party, and
25. the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.
26. Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.
27. Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
28. Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.
29. Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.
30. Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. [TIME ZONE] Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. [TIME ZONE] Time on the next Business Day.
31. Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.
32. Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of [this agreement/[SPECIFIED AGREEMENTS]] will prevail. The parties will take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].
33. Dispute Resolution
34. Arbitration.Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according tothe rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].
35. Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
36. Arbitrator's Authority.The arbitrator will not have the power to award any punitive [or consequential] damages.
37. Attorney Fees. If either party brings an Action to enforce theirrights under this agreement, the prevailing party mayrecover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.
38. Governing Law and Consent to Jurisdiction and Venue
39. Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governedby the laws of the State of [GOVERNING LAW STATE].
40. Consent to Jurisdiction. Each party hereby irrevocably consents to the [exclusive, non-exclusive] jurisdiction and venue of any [state or federal] court located within [VENUE COUNTY] County, State of [VENUE STATE], in connection with any matter arising out of this [agreement / plan] or the transactions contemplated under this [agreement / plan].
41. Consent to Service. Each party hereby irrevocably
42. agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE], and
43. waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].
44. Notices
45. Method of Notice. The parties will give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid to the address that a party has notified to be that party's address for the purposes of this section.
46. Receipt of Notice. A notice given underthisagreementwill be effective on
47. the other party's receipt ofit, or
48. if mailed, the earlier of the other party's receipt of it and the fifth business day after mailing it.
49. Equitable Relief
50. Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under this agreement would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.
51. Intent to Allow for EquitableRemedies.Accordingly, the parties hereby acknowledge their mutual intentthat after anybreach of the obligations listed in the paragraph directly above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for that partyto post any security.
52. Force Majeure.Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
53. Time is of Essence. Time is of the essence of this agreementand each of its terms.

This agreement has been signed by the parties.

[PARTY A NAME]

Name:[PARTY A SIGNATORY NAME]

Title:[PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name:[PARTY B SIGNATORY NAME]

Title:[PARTY B SIGNATORY TITLE]