Contrato Franquicia

Franchise Agreement

THIS AGREEMENT (the "Agreement") is made on _________ by and between __________(“Franchisor”);_______, __________, _________, ___________ and (the 'Franchisee')._______, __________, _________ on

the basis of the following understandings and agreements:

I. Basts for Agreement

The Franchisor has developed methods for establishing, operatingandpromotiiig businesses

engaged in the business of______ using the service mark and related trade nnr

and trademarks {"Marks") and the Franchisor's proprietary methods of doing, business (the

"Licensed Methods"). The Franchisor grants the right to others to develop and operate a ________ franchise at such location under the terms and conditions which are contained in this agreement.

2. Grant of Franchise

The Franchisor grants to the Franchisee, and the franchisee accepts from the Franchisor, the right

to use the Marks and Licensed Methods in connection with the establishment and operation of a ______ franchise, at the location described in Article 3 of this Agreement. The Franchisee agrees to use the Marks and Licensed Methods, as they may be changed, improved, and further developed by the Franchisor from time to time, only in accordance with the terms and conditions of this Agreement.

The Franchises agrees at all times to faithfully, honestly and diligently perform the Franchisee's

obligations hereunder, and to continuously exert best efforts to promote the ___________ franchise. The Franchisee agrees to utilize the Marks and Licensed Methods to operate all aspects of the business franehised hereunder in accordance with the methods and systems developed and prescribed from time to time only accordance with the terms and conditions of this agreement.

The Franchisee's shall offer such products and services as the Franchisor shall designate and shall

be restricted from manufacturing, offering or selling any products or services not previously

approved by the Franchisor in writing.

The Franchisee's _________ must feature ________ brand items manufactured by the Franchisor or its designated suppliers and related non-pimary items ("Items") approved by the Franchisor in writing.

3. Franchise Fee

The Franchisee agrees to pay the Franchisor an amount of S0.00 as Franchisee Fee. The payment of franchise fee enables the franchisee to enjoy the use of the franchisor's system, name as well as assistance for a limited time.

Franehised Location and Designated Area

The Franchisee is granted the right and franchise to own and operate one _________ franchise at __________, ______________, ___________ , ___________

("Franchised Location").

The rights that are granted to the Franchisee under this Agreement are for the specific Franchised

Location and cannot be transferred to any other location without the prior written approval of the

Franchisor. If the Franchisee has operated a ________ franchise for not less than 12 months and desires to relocate it to an alternative site, the Franchisee must set forth its reasons for requesting the relocation in writing to the Franchisor, along with a proposed bew location. The Franchisor will have 30 days from receipt of the Franchisee's written request to respond. If the Franchisor approves the relation and the proposed new location, and if the the ownership of the Franchisee does not change in any respect from the ownership of the Franchisee before the relocation, then the Franchisee may move its Store to the new approved location, provide

the Franchisee signs the Franchisor's then current from pf Franchise Aeivcmcnt and opens the

Store at the new location within 12 months after the Store closes at its former Franchised Location. In, addition, the Franchisee will be required to pay a nonrefundable design fee of S0.00 as a fee for the preparation of a design for Franchisee's new Store. A similar design fee will also apply if the Franchisee requests design assistance in remodeling its Store at any time during the term of this Agreement.

Initial Franchise Fee

In consideration for the right to develop and operate one____franchise, the Franchisee agrees to pay to the Franchisor an initial franchise fee which is due and payable as of the date of execution of this Agreement. The initial franchise fee represents payment for the initial grant of the rights to use the Marks and Licensed Method, that the Franchisor has earned the initial franchise fee upon receipt thereof und that the fee is non-refundable except as otherwise specifically set forth in this Agreement.

6. Training

After the Franchise executes a lerase for the Franchised Location, the Franchisee or. if the

Franchisee is not an individual, the person designated by the Franchisee to assume primary

responsibility for the management of the _______ franchise ("General Manager") is required to attend ami successfully complete the initial training program which is offered by the Franehisor at one of the Franchisor's designated training facilities.

Franchisor's Initial training program shall consist of 0 days of instruction at a location

designated by the Franchisor; provided, however, that the Franchisor reserves the right to waive a

portion of the franchisor's training program or alter the training schedule, if in the Franchisor's sole

discretion, the franchisee cu dciieral Manager has sufficient prior experience or training.

From time to time, the Franchisor may present seminars, conventions or continuing development

programs or conduct meetings for the benefit of the Franchisee.

7. Development Assistance

In addition to the Franchisor's initial training, equipment list, design services. Operations Manual and other pre-opening services described elsewhere in this Agreement, Franchisor will provide the

Franchisee prior to opening with a list of approved and designated suppliers and an advertising

plan and advertising copy for Franchisee's grand opening.

In addition to the other operational assistance and advice provided by the Franchisor pursuant to

other provisions of this Agreement, at the opening of the Franchisee's Store and for a period of 0

days thereafter, the Franchisor shall provide the on-site services of a representative to assist the

Franchisee and provide further on-site training in connection with the operation of the Franchisee's

Store.

8. Operations Manual

The Franchisor agrees to loan to the Franchisee one or more manuals, technical bulletins and other written materials (collectively referred to as "Operations Manual"} covering ordering of supplies,

manufacturing, processing and stocking and other operating ami in-store marketing techniques.

The Franchisee agrees to use the Marks and Licensed Methods oniy as specified in the Operations Manual. the Operations Manual is the sole property of the Franchisor and shall be used by the Franchisee only during the term of this Agreemcntand in strict accordance with the terms and conditions hereof. The Franchisee shall not duplicate the Operations Manual or disclose its contents to persons other than its employees or officers who have signed the form of

Confidentiality and Non-Disclosure Agreement The (franchisee shall return th6 Operations

Manual to the Franchisor upon the expiration, termination or transfer of this Agreement. The

Franchisor reserves the right to revise the Operations Miinual from time id time as it deems

necessary to update or change operating and marketing techniques, standards and specifications

for all components of the Licensed Methods. Promptly alter receiving any update from the Franchisor, the Franchisee shall update his copy of the Operations Manual as instructed by the Franchisor and shall conform Store operations with the updated provisions within a reasonable time after receipt of such updated information.

The Franchisee shall at all timeS during the term of this Agreement own and control the _________ franchise authorized hereunder. The Franchisee shall not operate any other business or profession from or through tue franchise location. If the Franchisee is an entity, the entity shall only operate the ______ franchise governed by this Agreement and no

other business, unless the Franchisee receives the Franchisor's prior written approval. Upon request of the Franchisor, the franchisce shall promptly provide to the Franchisor proof reasonably acceptable to the Franehisor of such ownership.

9. Royalties

Throughout the term Of this Agreement, the Franchisee agrees to pay to the Franchisor a continuing monthly royalty ("Royalty") equal to 0 of its Gross Retail Sales generated from or _________ through its franchise.

"Gross Retail Sales" shall be defined as receipts and income of any kind from all products or

services sold from or through the __________ franchise, including any such sale of

products or services made for cash or upon credit, or partly for cash and partly for credit, regardless of collection of charges for which credit is given, less returns for which refunds are made, provided that the refund shall not exceed the sales price and exclusive of

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