Franchise Development - Consulting - http://maxpages.com/acebkping/Legal

We have multiple legal instruments to ratify a Franchise

To reap the rewards of a franchise requires establishing a sound foundation to build upon and immune to virtually any unforeseen event to allow for rapid growth through productive ways and means.

The Franchise Master Agreement is one of many legal instruments and generally consists of sixty seven (67) pages and has been developed to give you full coverage of all items necessary to secure your franchisee.

Items such as Mandatory Binding Arbitration, Insurance Coverage, Site location, Business Interruption, Training Schedule, Operations Manual Usage, Non-Compete Protection, Protected Territory, Local and National Advertising, Equipment Purchasing Requirements, Re-modeling Requirements, Protection of Proprietary Information, Use of Approved Supplies, Transfer of Securities, Right of First Refusal, etc., etc..

A franchise agreement is a contract which is entered into between the franchisor, and the franchisee (and any guarantors, or others) in which the relationship between the franchisor and franchisee (and others) is described, in detail.

Typically, franchise agreements will describe, (in legal language, of course):

The parties to the agreement (the name, address and other details of the franchisor and the franchisee, and any other parties to the agreement);

The business structure or format being licensed to the franchisee, including, for example the business' name, trade-marks, appearance, trade secrets, patents, copyright, designs, procedures, techniques, business and operating manuals, accounting systems, employee uniforms, etc.;

The wares, and/or services which are the subject of the franchise;

The duration of the franchise (that is, the length of time during which the franchise will continue, and any renewals or options to renew the franchise at the end of the term);

The fee or fees payable by the franchisee to the franchisor, some of which may be one-time fees (for example, a payment of an initial franchise fee), and some of which may be ongoing fees (for example, a monthly payment of a percentage of the gross monthly sales of the franchise);

Any territorial limitations on the franchise;

Any training and/or re-training requirements;

The obligations on the franchisee to abide by the franchisor's business structure and standards (and the consequences of failing to do so);

Any obligations on the franchisee to modify the business structure and standards at the request of the franchisor;

Any obligations on the franchisee to introduce the franchisor's new products and services into the franchise, and any obligations to cease selling particular products and services in the franchise;

Any obligations on the franchisee to purchase products or services from the franchisor or from approved suppliers, and the price at which these products or services will be purchased;

Any obligations on the franchisee relating to the hours and days of operation of the franchise;

Any obligations on the franchisee to advertise or promote the franchise, or to contribute to the franchisor's advertising or promotional program;

Any obligations on the franchisee to participate in special promotions (for example, to redeem promotional coupons);

Any obligations on the franchisee regarding the maintenance of financial records, and any obligations on the franchisee to make these records available to the franchisor;

Any obligations on the franchisee relating to insurance policies;

Any restrictions on the sale of the franchise by the franchisee;

And the method or methods by which a franchise may be terminated by the franchisor;

Any continuing (post-franchise) obligations on a former franchisee;

The above list is not exhaustive, but is intended to illustrate some of the terms which may be found in a franchise agreement.

It is to be noted that leases, subleases, confidentiality agreements, security agreements and other documents may also form part of the franchise relationship, although these documents may be physically separate from the Franchise Agreement.

When drafting or interpreting the terms of a franchise agreement, it is to be noted that contract law in Canada is a matter of provincial jurisdiction, and the drafting and interpretation of franchise agreements must be carried out having regard to the provincial laws governing the particular franchise in question, and to the federal laws of Canada which are applicable within that province.

Glossary of Franchise Terms

A form of "intellectual property" which protects original literary, artistic, musical and dramatic works, by giving the owner of copyright various rights, including the exclusive right to reproduce the work, in whole, or in substantial part, in any material form whatever.

A partial list of works which are protected by copyright in Canada, includes: books, newspapers, dictionaries, magazines, computer software, paintings, drawings, sculptures, architectural works, engravings, dramatic works, photographs, films, videos, maps, and musical works.

Franchisor
Typically, the franchisor is the organization which has established a business structure or format, which it licenses to a franchisee for a fee (or fees). The franchisor may or may not be carrying on its own business using the business structure.

Franchisee
Typically, the franchisee operates a business using the business structure or format of the franchisor, and pays to the franchisor one or more fees for the right to use the business structure or format.
License

A "license" is an arrangement in which the giver of the license (the giver of the license is often called a "licenser" or "licensor") gives to the recipient of the license (the "licensee"), the right to do certain things. For example, the owner of a trade-mark (the licenser in this example) may give a manufacturer (the licensee in this example) the right to use a particular trade-mark on the manufacturers' products. For example, a local pop bottler may enter into a license with a nationally advertised cola company, to make and sell cola in the local bottler's district, using the cola company's nationally advertised trade-mark.

Patent
A form of "intellectual property" which relates to inventions, which gives the owner of the patent, the exclusive right to make, use and sell the invention claimed in the patent , in Canada, for the duration of the patent.

Trade-mark
A trade-mark (or "trademark") is typically one or more words, or numbers, or a design, (or any combination of these) which one business uses to distinguish its goods or services from the goods or services of another business. For example, the Coca Cola Company uses the COKE trade-mark to distinguish its brand of cola from PEPSI cola, and the other colas in the marketplace. Similarly, McDonald's Restaurants uses the MCDONALD'S trade-mark to distinguish its restaurant services from BURGER KING restaurant services.

Here is a Listing of Standard Articles of Ratifying a Franchise and depending upon which of the below agreements you select evidently will change its price

If you want the all of them the one time, fee would be $24,000.00 CDN and less should you prefer with reasonable payment terms considered.

We send them in word format permiting them to be easily edited and rapidly sent by email to all and would include the below, namely:

CDA Disclosure Document for Franchises

CDA Franchise Agreement

CDA Franchise Agreement for Retail Outlet

CDA Franchisee Confidential Evaluation Application

CDA Guarantee, Indemnification & Acknowledgement by Franchisee

CDA Master Franchise Agreement

Checklist for Eligibility Determination for a Franchisee

Distributor Information Package

Frequently Asked Questions Regarding Franchising

Franchise Restrictive Covenant Agreement

USA Confidentiality Agreement for Distributor

USA Franchise Agreement with Regional Subfranchisor

USA Franchise Area Development Agreement

USA Regional Franchise Agreement

USA Uniform Franchise Offering Circular

SAMPLE CONTRACT HEADING

FRANCHISE AGREEMENT

BETWEEN

FRIENDLY'S
RESTAURANTS FRANCHISE, INC.
1855 Boston Road
Wilbraham, MA 01095

AND

FRIENDCO RESTAURANTS, INC.
1657 Crofton Boulevard
Crofton, Maryland 21114

DATED

July , 1997

FOR

[RESTAURANT STREET ADDRESS]

[STATE, CITY]

TABLE OF CONTENTS

Section Page
1. INTRODUCTION AND GRANT OF FRANCHISE 1
A. Introduction 1
B. Grant of Franchise 2
C. Rights Reserved by Company 4

2. TRAINING 5

3. GUIDANCE 6
A. Guidance and Assistance 6
B. Operations Manual 7

4. MARKS 8
A. Goodwill and Ownership of Marks 8
B. Limitations on Licensee's Use of Marks 9
C. Notification of Infringements and Claims 10
D. Discontinuance of Use of Marks 10
E. Indemnification of Franchisee 11

5. RELATIONSHIP OF THE PARTIES/
INDEMNIFICATION . . . . . . . . . . . . 11
A. Independent Contractors 11
B. No Liability for Acts of Other Party 12
C. Taxes 13
D. Idemnification 13

6. CONFIDENTIAL INFORMATION . . . . . . . . 14

7. FEES 17
A. Initial Franchise Fee 17
B. Royalty Fee 18
C. Definition of Gross Sales 18
D. Interest on Late Payments 19
E. Application of Payments 19

8. OPERATING STANDARDS 20
A. Condition, Appearance and Operation of the business 20
B. Pricing 21
C. Approved Products, Distributors and Suppliers 22
D. Specifications, Standards and Procedures 25
E. Compliance with Laws and Good BusinessPractices 26
F. Management and Personnel of the Business 27
G. Insurance 27

9. MARKETING 29
A. By Company 29
B. By Licensee 32
C. By Cooperative 33

10. REPORTS, FINANCIAL STATEMENTS AND FINANCIAL CONDITION . . . . . . . . . . . 33

11. INSPECTIONS AND AUDITS 35
A. Company's Right to Inspect the Restaurant 35
B. Company's Right to Audit 36

12. TRANSFER OF FRANCHISE. . . . . . . . . . .. 37
A. By Company 37
B. Franchisee May Not Transfer Without Approval of Company 37
C. Right of First Refusal 38
D. Conditions for Approval of Transfer 40
E. Transfer to a Wholly-Owned Entity 41
F. Effect of Consent to Transfer . . . . . . 42

13. CONDEMNATION AND CASUALTY 42

14. TERMINATION OF THE FRANCHISE 43

15. DAMAGES 46

16. COVENANT NOT TO COMPETE; RIGHTS AND OBLIGATIONS OF COMPANY AND FRANCHISEE UPON TERMINATION OR EXPIRATION OF THE FRANCHISE . . . . . . . . . 48

A. Covenant Not to Compete 48
B. Payment of Amounts Owed to Company 50
C. Marks and System 50
D. Confidential Information 51
E. Continuing Obligations 52

17. RENEWAL OF FRANCHISE 52

18. ENFORCEMENT 53
A. Severability and Substitution of Valid PROVISIONS 53
B. Waiver of Obligations 55
C. Force Majeure . . . . . . . . . . . . . . . 56
D. Injunctive Relief 57
E. Rights of Parties Are Cumulative 57
F. Costs and Attorneys' Fees 57
G. Governing Law 58
H. Waiver of Punitive/Exemplary Damages; Limitation of Actions. . . . . . . . . . 58
I. Venue and Jurisdiction 59
J. Waiver of Jury Trial. . . . . 59
K. Binding Effect 59
L. Interpretation 60
M. Time 61

19. NOTICES AND PAYMENTS 61

ACE BOOKKEEPING SERVICES REG'D

Tel & Fax: (514) 696-5322 If Busy: (514) 696-9253

CALL: STEVEN GOODIN

acebkping@usa.net

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Page Updated Mon Jan 19, 2009 2:11pm EST