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Title: |
Franchise Agreement |
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Entities: |
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Date: |
2001 |
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Size: |
Preview shows 22KB of 143KB total |
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Price: |
$42 |
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ID: |
#840658 |
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STANDARD FORM
GARFIELD'S RESTAURANT & PUB
FRANCHISE AGREEMENT
between
Eateries, Inc.
and
_________________________
(Franchisee Name)
FOR
_________________________
(Restaurant Location)
FRANCHISE AGREEMENT
TABLE OF CONTENTS
Page
ARTICLE I FRANCHISE GRANT; TERM AND RENEWAL 1
1.1 Franchise Grant. *
1.2 Initial Term. *
1.3 Renewal. *
1.3.1 *
1.3.2 *
1.3.3 *
1.3.4 *
1.3.5 *
1.3.6 *
ARTICLE II FRANCHISE AND ADVERTISING FEES *
2.1 Franchise Fees. *
2.1.1 Initial Fee. *
2.1.2 Continuing Royalty Fee. *
2.2 Advertising Fees. *
2.3 Form of Payment. *
ARTICLE III DUTIES OF FRANCHISOR *
3.1 Assist Franchisee. *
3.2 Training. *
3.2.1 *
3.2.2 *
3.3 Informational Material. *
3.4 Plans and Specifications. *
3.5 Promotional Material. *
3.6 Garfield's Operations Manual. *
3.7 Quarterly Inspections. *
3.8 No Third Party Reliance. *
ARTICLE IV DUTIES OF FRANCHISEE *
4.1 Attendance at Training Programs. *
4.2 Lease of Premises. *
4.2.1 *
4.2.2 *
4.2.3 *
4.2.4 *
4.2.5 *
4.2.6 *
4.3 Construction of Restaurant. *
4.3.1 *
4.3.2 *
4.3.3 *
4.3.4 *
4.4 Use of Premises. *
4.5 Maintenance of Restaurant. *
4.6 Improvements and Modifications *
4.7 Remodeling of Restaurant. *
4.8 Operation of Restaurant. *
4.8.1 *
4.8.2 *
4.8.3 *
4.8.4 *
4.8.5 *
4.8.6 *
4.8.7 *
4.8.8 *
4.8.9 *
4.9 Purchase of Ingredients, Supplies, and Materials. *
4.9.1 *
4.9.2 *
4.9.3 *
4.9.4 *
4.9.5 *
4.9.6 *
4.9.7 *
4.10 Right to Set-Off. *
4.11 Right to Enter. *
4.12 Accounting and Records. *
4.12.1 Maintenance of Records. *
4.12.2 Financial Reports. *
4.12.3 Other Reports. *
4.12.4 Recordation. *
4.12.5 Examinations. *
4.13 Liquor License. *
4.14 No Waiver. *
ARTICLE V PROPRIETARY MARKS *
5.1 Representations of Franchisor. *
5.1.1 *
5.1.2 *
5.1.3 *
5.2 Agreement of Franchisee. *
5.2.1 *
5.2.2 *
5.2.3 *
5.2.4 *
5.2.5 *
5.2.6 *
5.2.7 *
5.2.8 *
5.2.9 *
5.2.10 *
5.3 Acknowledgments of Franchisee. *
5.3.1 *
5.3.2 *
5.3.3 *
5.3.4 *
5.3.5 *
ARTICLE VI CONFIDENTIAL OPERATIONS *
6.1 Compliance with Manual Standards. *
6.2 Confidentiality of Manual. *
6.3 Property of Franchisor. *
6.4 Maintenance of Manual at Restaurants. *
ARTICLE VII CONFIDENTIAL INFORMATION *
7.1 Proprietary Information. *
7.1.1 *
7.1.2 *
7.1.3 *
7.2 Injunctive Relief. *
7.3 Investments in Publicly Traded Companies. *
7.4 Reforming Provisions. *
7.5 Confidentiality Agreements. *
ARTICLE VIII USE OF NAME; ADVERTISING *
8.1 Advertising Under Trade Name. *
8.2 National Advertising and Marketing Program. *
8.2.1 *
8.2.2 *
8.2.3 *
8.2.4 *
8.2.5 *
8.3 Local Advertising. *
8.4 Cooperative Advertising Campaigns. *
8.5 Opening Promotions. *
8.6 Prior Approval of Franchisor. *
ARTICLE IX INSURANCE *
9.1 Procurement of Policies. *
9.2 Coverage and Amounts. *
9.3 Additional Coverage. *
9.4 Obligation Not Limited. *
9.5 Evidence of Insurance. *
9.6 Authority of Franchisor to Procure Insurance. *
ARTICLE X TRANSFERS OF INTEREST *
10.1 Transfer by Franchisor. *
10.2 Transfer by Franchisee. *
10.2.1 Conditions on Transfer. *
10.2.2 Consent. *
10.2.3 No Security Interest. *
10.3 Right of First Refusal. *
10.3.1 Right. *
10.3.2 Consideration. *
10.4 Transfer Upon Death or Mental Incompetency. *
10.5 Non-Waiver of Claims. *
10.6 Permitted Assignments. *
ARTICLE XI DEFAULT AND TERMINATION *
11.1 Termination by Franchisor Without Notice. *
11.2 Termination by Franchisor with Notice. *
11.2.1 *
11.2.2 *
11.2.3 *
11.2.4 *
11.2.5 *
11.2.6 *
11.2.7 *
11.2.8 *
11.3 Termination by Franchisor with Notice and Opportunity to Cure. *
11.4 Termination by Franchisee. *
ARTICLE XII OBLIGATIONS UPON TERMINATION OR EXPIRATION *
12.1 General Obligations. *
12.1.1 *
12.1.2 *
12.1.3 *
12.1.4 *
12.1.5 *
12.1.6 *
12.1.7 *
12.1.8 *
12.1.9 *
12.1.10 *
12.1.11 *
12.2 Obligations Upon Termination by Franchisee. *
12.3 Refund of Initial Fee Upon Termination. *
ARTICLE XIII AGREEMENTS *
13.1 Best Efforts. *
13.2 Franchisee and Principal Shareholders Agreement
Not to Compete. *
13.3 Franchisor Agreement Not to Compete. *
13.3.1 *
13.3.2 *
13.3.3 *
13.4 Interference with Employment Relations. *
13.5 Reduction of Scope of Agreement. *
13.6 Reforming Provisions. *
ARTICLE XIV TAXES, PERMITS AND INDEBTEDNESS *
14.1 Prompt Payment of Taxes. *
14.2 Bona Fide Dispute. *
14.3 Compliance with Laws. *
14.4 Notification of Legal Proceedings. *
ARTICLE XV FRANCHISEE ORGANIZATION, AUTHORITY,
AND FINANCIAL CONDITION *
15.1 Entity Representations & Warranties. *
15.2 Covenants. *
15.3 Financial Statements. *
15.4 Ownership. *
15.5 Guarantees. *
ARTICLE XVI RELATIONSHIP AND INDEMNIFICATION *
16.1 Relationship. *
16.2 Indemnification. *
ARTICLE XVII GENERAL PROVISIONS *
17.1 Request for Approval. *
17.2 No Liability Assumed. *
17.3 No Waiver. *
17.4 Notices. *
17.5 Entire Agreement. *
17.6 Severability and Construction. *
17.6.1 *
17.6.2 *
17.6.3 *
17.6.4 *
17.6.5 *
17.6.6 *
17.7 Remedies. *
17.8 Force Majeure. *
17.9 Applicable Law. *
17.10 Final and Binding Arbitration. *
17.11 Injunctive Relief; Venue. *
17.12 Legal Fees. *
17.13 Acknowledgments. *
17.13.1 *
17.13.2 *
17.13.3 *
17.13.4 *
SCHEDULE A *
SCHEDULE 15.4 *
SCHEDULE 17.4 *
APPENDIX A *
APPENDIX B AUTHORIZATION AGREEMENT FOR PRE-ARRANGED PAYMENTS *
GARFIELD'S RESTAURANT & PUB
FRANCHISE AGREEMENT
THIS FRANCHISE AGREEMENT (this "Agreement") made and entered into as of this ____ day of ____________, ______ (the "Effective Date"), by and between EATERIES, INC., an Oklahoma corporation ("Franchisor "); ____________________, a ___________________ corporation ("Franchisee"); and ________________________ (collectively the "Principal Shareholders" and individually, a "Principal Shareholder" of Franchisee):
WHEREAS, Franchisor is the owner of certain service marks and trademarks relating to "Garfield's Restaurant & Pub" restaurants, in particular the two federally registered marks "Garfield's" (Registration No. 1,539,694) and "Casey Garfield's" (Registration No. 1,543,014) (the "Proprietary Marks"); and
WHEREAS, Franchisor is engaged in the business of owning, operating and licensing or franchising restaurant/bars utilizing the Proprietary Marks (collectively, the "System"); and, in connection therewith, using and licensing or franchising the use of the Proprietary Marks; and
WHEREAS, Franchisor owns valuable goodwill connected with the System and has formulated and developed methods, trade secrets, designs, processes, technical and operational information, know- how, and other intellectual property relating to the operation and implementation of "Garfield's Restaurant & Pub" (the "Concept"); and
WHEREAS, Franchisor, Franchisee and the Principal Shareholders have entered into a Development Agreement dated ___________, ______ ("Development Agreement"), relating to the development by Franchisee of additional franchises for Garfield's Restaurant & Pub restaurants and/or other franchises offered by Franchisor; within the "Territory" as defined therein; and
WHEREAS, Franchisee desires to be franchised to operate "Garfield's Restaurant & Pub" pursuant to the provisions hereof and the Development Agreement, and at the location of the Restaurant as specified on Schedule A hereof, and Franchisee acknowledges that it has had a full and adequate opportunity to be thoroughly advised of the terms and conditions of this Agreement, and to have its legal counsel review this Agreement.
NOW, THEREFORE, in consideration of the undertakings, commitments and mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, covenant and agree as follows:
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