Free Franchise Agreement

FRANCHISE AGREEMENT

THIS FRANCHISE AGREEMENT made and entered on this _____day of _____________, 20_____ by and between _____________________________________________________ of _____________________________________________________________ (“Franchiser”) and ______________________________________________________________________of ______________________________________________________________ (“Franchisee”).

RECITALS

Whereas the Franchiser is running a ____________________________________ business under the name of ________________________________________ (the “Franchise”);

AND WHEREAS the Franchisee is desirous of acquiring from Franchiser the right and license to operate the Franchise business upon the terms and conditions contained in this Agreement.

NOW THEREFORE in consideration of the mutual covenants and Agreements herein contained the parties do hereby covenant and agree with each other as follows:

LOCATION

The said Franchise will be carried out in the following premises:

________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

GRANT OF RIGHTS

Subject to the terms of this Agreement, the Franchiser hereby grants to the Franchisee the right to develop and construct a __________________________________________ at the Location and the Franchisee undertakes the obligation pursuant to the terms of this Agreement. 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”).

GRANT OF LICENSE

Franchiser hereby grants to Franchisee the right and license to use the trade names, symbols and trademarks of the Franchiser associated with Franchise (“Marks”). Franchisee shall not sub-license the Marks to any third party to use or grant any rights in such proprietary marks, and Franchise.

TERM

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.
TERMINATION

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.

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.

TRAINING

The Franchiser shall provide necessary training course to the Franchisee. Any additional start-up assistance or retraining or refresher courses may be provided by the Franchiser, at its discretion, and at the expense of the Franchisee.

OPERATION OF FRANCHISED BUSINESS

The Franchisee agrees to operate the Franchised Business strictly in accordance with the advice and guidance of the Franchiser and 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 licenses, necessary for the proper conduct of the Franchise business pursuant to the terms of this Agreement.

CONFIDENTIALITY

Franchisee acknowledges that the Franchiser will from time to time provide Franchisee with information that is confidential in nature, and that if disclosed to third parties might adversely impact the ability of Franchiser or the Franchise business to remain competitive. Franchisee hereby agrees that, Franchisee shall not disclose any confidential information to any person other than Franchisee’s employees as may be necessary to discharge its obligations hereunder, and Franchisee agrees not to use any such confidential information for any purpose other than to discharge its obligations under this Agreement.

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.

INSPECTION OF FRANCHISE

Franchiser shall have the rights to inspect the Premises and the furnishings, equipment and fixtures thereon and the operation of the Franchise. During any such inspection Franchisee shall cooperate with Franchiser’s representatives and render such assistance to them as they may reasonably request.


INDEPENDENT CONTRACTOR

The Franchisee acknowledges and agrees that the Franchisee is not an agent or employee of the Franchiser but is an independent contractor completely separate from the Franchiser and that it has no authority to bind or attempt to bind the Franchiser in any way or to assume or incur any obligations or responsibility, express, implied or collateral, for or on behalf of, or in the name of the Franchiser. This Agreement will not be construed so as to constitute the Franchisee a partner, joint venturer, agent, employee or representative of the Franchiser for any purpose whatsoever nor shall the relationship between the Franchiser and the Franchisee be construed as or constitute one of a trust or fiduciary nature.

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.

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:

___________________________
___________________________

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.

INDEMNIFICATION

Franchisee shall indemnify and hold Franchiser harmless against any and all claims (including, without limitation, reasonable attorney’s fees) arising directly or indirectly from, or as a result of, or in connection with Franchisee’s operation of the franchise.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of ______________________.

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

BINDING EFFECT

This Agreement shall be binding upon the parties thereto and their respective legal representatives, successors and assignees.

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

____________________________