Franchise Agreement

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]).

Franchise Grant and Fees

Franchise Grant. [PARTY A] hereby grants to [PARTY B] the franchise grant described in section [FRANCHISE GRANT] (the "[DELIVERABLE]").

Fees. [PARTY B] shall pay [PARTY A] the Royalties Fees described in section [ROYALTIES FEES].

Franchise Grant

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]").

Proprietary Marks

Ownership of Proprietary Marks and Good Will[PARTY B] hereby acknowledges that

[PARTY A] owns all right, title, and interest in the Proprietary Marks,

[PARTY B]'s use of the Proprietary Marks, and any resulting good will, will accrue solely for [PARTY A]'s benefit, and

this agreement does not confer any goodwill or other interests in the Proprietary Marks on [PARTY B].

Use of Proprietary Marks. [PARTY B] will use the Proprietary Marks only in compliance with this agreement, and not as part of any corporate or trade name, or in connection with unauthorized goods or services.

No Contest. During and after the Term, [PARTY B] will not contest the validity or [PARTY A]'s ownership of the Proprietary Marks.

Notification of Infringement and Litigation

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].

[PARTY A]'s Control Over Litigation[PARTY A] will have exclusive control over any litigation in connection with infringement of the Proprietary Marks.

[PARTY B]'s Litigation Cooperation[PARTY B] shall execute any instruments and take all other actions necessary to protect and maintain [PARTY A]'s interests in any litigation in connection with infringement of the Proprietary Marks.

Changes to Proprietary Marks

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 the changes.

[PARTY B] Shall Use New 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, take all actions necessary to incorporate [PARTY A]'s changes to its marks into [PARTY B]'s goods, services, and facilities bearing [PARTY A]'s marks.

Rights Reserved by [PARTY A]

No Obligation to Grant Additional Franchises[PARTY A] will not be required to grant any additional franchises to [PARTY B] or any third party.

[PARTY A]'s Discretion Over Franchise Terms[PARTY A] may grant licenses for third parties to operate [FRANCHISE NAME] under whatever conditions [PARTY A] deems appropriate.

Definitions

Franchise Location. "Franchise Location" means the location at [INSERT ADDRESS OF FRANCHISE LOCATION].

Territory. "Territory" means the territory designated in the map attached as [ATTACHMENT].

Proprietary Marks. 'Proprietary Marks" means the trademark, service marks, trade names, and similar marks listed in the attachment [ATTACHMENT].

Royalties. In exchange for the [DELIVERABLE][PARTY B] shall pay [PARTY A] the Royalties Fees, and down payment, according to section [PAYMENT OF ROYALTIES].

License Fees. [PARTY B] shall pay [PARTY A] the license fee [of $[LICENSE FEE] / listed in [ATTACHMENT]] (the "License Fee").

Subscription Fees. [PARTY B] shall pay [PARTY A] a monthly subscription fee of $[SUBSCRIPTION FEE AMOUNT] (the "Subscription Fee") for the [DELIVERABLE] provided under this agreement.

Royalties Fees

Down Payment. On the Effective Date, [PARTY B] shall pay [PARTY A] a down payment of $[DOWN PAYMENT AMOUNT].

Fixed Royalty Rate. [PARTY B] shall pay to [PARTY A] Royalties Fees

equal to [ROYALTY PERCENTAGE]% of [PARTY B]'s gross sales at the franchised business over each [PAYMENT PERIOD] period (each period, an "Accounting Period"),

due within [14] Business Days' of the end of the applicable Accounting Period,

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Minimum Royalty Fee. Each Accounting Period, [PARTY B] shall 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].

Advertising Fee[PARTY B] shall pay to [PARTY A] an advertising fee of [ADVERTISING FEE PERCENTAGE] of gross sales each Accounting Period.

Accounting. [PARTY B] shall send with each payment to [PARTY A] a certified accounting for the applicable Accounting Period, correctly listing [PARTY B]'s sales over that Accounting Period.

TaxesPayment amounts under this agreement do not include Taxes, and [PARTY B] shall pay all Taxes applicable to payments between the parties under this agreement. 

Taxes. Each party shall pay the Taxes arising from the party's performance of its obligations and from compensation paid to the party. 

Taxes. Payment amounts under this agreement do not include taxes, and [PARTY A] shall pay all Taxes applicable to payments between the parties under this agreement.

Late Payments

Right to Suspend. If [PARTY B] fails to make payments when due [three] times over any [six]-month period, [PARTY A] may suspend the [DELIVERABLE] until [PARTY B] pays all outstanding fees plus a $[REINSTATEMENT FEE] reinstatement fee.

Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by Law, whichever is less.

Late Payments

Right to Suspend. If [PARTY B] fails to make payments when due [three] times over any [six]-month period, [PARTY A] may suspend the [DELIVERABLE] until [PARTY B] pays all outstanding fees.

Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by Law, whichever is less.

Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by Law, whichever is less.

Term, Renewal, and Option to Purchase

Initial Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Initial Term").

Renewal

Options for Renewal. 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 [PARTY A]'s grant of the [DELIVERABLE] for two additional, consecutive terms (each, a "Renewal Term").

Renewal on New Terms. If [PARTY B] elects to renew under paragraph [OPTIONS FOR RENEWAL], the parties shall enter a new franchise agreement on the terms and conditions of [PARTY A]'s then-current form of franchise agreement.

Eligibility for Renewal. [PARTY B] will have the right to renew under paragraph [OPTIONS FOR RENEWAL] only if [PARTY B]

is not in breach of or default under this or any other agreement with [PARTY A], and

has paid all outstanding amounts owed to [PARTY A].

Option to Purchase Assets

[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.

Purchase Price

Fair Market Value. If [PARTY A] chooses to purchase any assets under paragraph [PARTY A'S OPTION], [PARTY A] shall pay for each asset the fair market value of the asset, determined as of the effective date of purchase and accounting for reasonable depreciation and condition of the asset.

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]'s receipt of [PARTY A]'s notice to exercise its option to purchase, the fair market value will be determined by three professionally certified appraisers, one selected by each party, and the third selected by the two the parties selected.

Term. "Term" means either the Initial Term or then-current Renewal Term.

Term, Renewal, and Option to Purchase

Initial Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Initial Term").

Renewal

Options for Renewal. 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 agreement for two additional, consecutive terms ("Renewal Terms").

Eligibility for Renewal. [PARTY B] will have the right to renew under paragraph [OPTIONS FOR RENEWAL] only if [PARTY B]

is not in breach of or default under this or any other agreement with [PARTY A], and

has paid all outstanding amounts owed to [PARTY A].

Option to Purchase Assets

[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.

Purchase Price

Fair Market Value. If [PARTY A] chooses to purchase any assets under paragraph [PARTY A'S OPTION], [PARTY A] shall pay for each asset the fair market value of the asset, determined as of the effective date of purchase and accounting for reasonable depreciation and condition of the asset.

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]'s receipt of [PARTY A]'s notice to exercise its option to purchase, the fair market value will be determined by three professionally certified appraisers, one selected by each party, and the third selected by the two the parties selected.

Term. "Term" means the Initial Term or the then-current Renewal Term.

Representations

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under

its articles, bylaws, or any unanimous shareholders agreement,

any Law to which it is subject,

any judgment, Order, or decree of any Governmental Authority to which it is subject, or

any agreement to which it is a party or by which it is bound.

Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to

own, lease, and operate its properties, and

conduct its business as it is now carried on.

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.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

[PARTY A]'s Representations

Ownership. [Except as disclosed in [PARTY A]'s Disclosure Schedule] [PARTY A]

has the exclusive right to grant the [DELIVERABLE], and

has the exclusive right to use and grant rights to use the Proprietary Marks.

Registration and Maintenance

Necessary Rights and Privileges[PARTY A] possesses all necessary rights and privileges to cause the Proprietary Marks to be  registered in, filed in, or issued by the United States Patent and Trademark Office or the corresponding offices of other jurisdictions and countries.

No Adverse Facts or Circumstances. To [PARTY A]'s Knowledge, there are no facts or circumstances which would prevent its registration, filing, or issuance described in paragraph [NECESSARY RIGHTS AND PRIVILEGES] above.

Maintenance. [PARTY A] has 

properly maintained the Proprietary Marks, and

paid all applicable maintenance and renewal fees.

No Prior Grant or Transfer. [PARTY A] has not

granted and is not obligated to grant any license to any third party that would conflict with the [DELIVERABLE] under this agreement, or

assigned or otherwise granted, and is not obligated to assign or otherwise grant, any of its rights or interest to any third party that would conflict with the [DELIVERABLE] under this agreement.

No Infringement. The Proprietary Marks do not infringe the Intellectual Property rights or other rights of any third party.

No Third Party infringement. Except as disclosed in [PARTY A]'s Disclosure Schedule, to [PARTY A]'s Knowledge, no third party is infringing the Proprietary Marks.

Not in Public Domain. The Proprietary Marks are not in the public domain.

[PARTY B]'s Independent Investigation

Acknowledgements. [PARTY B] acknowledges that it

has conducted its own independent investigation, review, and analysis of [FRANCHISE NAME], [PARTY A]'s business, and the Franchise Location], and

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

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

representations and warranties, or

right to indemnification under section [INDEMNIFICATION].

Operations of Franchised Business

Condemnation and Casualty of Franchise Location

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.

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.

Casualty. If the Franchise Location is damaged, [PARTY B] shall promptly repair the damage.

Insurance. [PARTY B] shall obtain and maintain the insurance policies listed in and according to [ATTACHMENT].

Training

Initial Training[PARTY B] shall complete [PARTY A]'s initial training programs, according to [PARTY A]'s then-current training guidelines and costs, at the next scheduled training class after the Effective Date.

Employee Training. Before allowing any Person to hold a management position at the Franchised Business, [PARTY B] shall require that Person complete [PARTY A]'s initial training programs, according to [PARTY A]'s then-current training guidelines and costs.

Regional Training. [PARTY B] shall complete one or more of [PARTY A]'s regional training programs, according to [PARTY A]'s then-current training guidelines and costs.

Update Training. [PARTY B] shall attend and complete annual update training programs, according to [PARTY A]'s then-current training guidelines and costs.

Inspection by [PARTY A]

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.

Pay Costs and Missing Fees. If [PARTY A]'s inspection reveals that [PARTY B]'s gross sales have been understated by [2]% or more for any Accounting Period, [PARTY B] shall immediately pay to [PARTY A] the cost of the audit and the amount of royalty fees, plus interest.

Operating Hours

Post Operating Hours. Subject to applicable Laws, [PARTY B] shall post the operating hours conspicuously at the Franchise Location

Modify Operating Hours. The parties may modify the operating hours only by written agreement.

[PARTY B]'s Employees

Employee Sufficient Employees[PARTY B] shall employ a sufficient number of trained and competent employees to ensure sufficient service to [PARTY B]'s customers.

Relationship with [PARTY A]. No employee of [PARTY B] will be deemed an employee of [PARTY A].

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.

Activities at the Franchise Location. At the Franchise Location, [PARTY B] will not

engage in any business except for the Franchised Business, without [PARTY A]'s written consent, or

allow the location to be used for any immoral or illegal purpose or activity.

Operations Manual

Operate According to Manuals. [PARTY B] shall operate the Franchised Business according to the Manuals.

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].

Copying of Manuals[PARTY B] will not copy, duplicate, record or otherwise reproduce the Manuals or any information in the Manuals, without [PARTY A]'s written consent.

Ownership of Manuals. [PARTY A] will retain all ownership interests in the Manuals.

Revised Manuals

Right to Revise Manuals[PARTY A] may revise the Manuals or any part of a Manual.

Deliver Revised Manuals to [PARTY B]. Promptly after making any revision to a Manual, [PARTY A] shall deliver the revised Manuals to [PARTY B].

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.

[PARTY B]'s Release of [PARTY A]

General Release. [PARTY B] hereby irrevocably releases and agrees not to sue [PARTY A], [PARTY A]'s parent, 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].

Acknowledgement of Release[PARTY B] [and all guarantors] hereby acknowledge that

[PARTY A] has given fair consideration for this release and,

they fully understand that this is a negotiated, complete, and final release of all claims.

[PARTY A]'s Obligations

Loan [PARTY B] Manuals. [PARTY A] shall loan to [PARTY B] during the term one copy of each Manual.

Provide Operating Assistance. [PARTY A] shall provide [PARTY B] with operating assistance, including

on [PARTY B]'s reasonable request, consulting [PARTY B] by telephone regarding franchise sales, support, and assistance, and

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.

Advertising

Local Advertising Expenses. Each month, [PARTY B] shall spend at least [MINIMUM MARKETING PERCENTAGE] percentage of its gross sales on local marketing.

Document and Report Expenses. Each Accounting Period, [PARTY B] shall document and report the monthly amounts it spent on advertising during that Accounting Period.

Pre-Approval of Advertising[PARTY B] will only use advertising, marketing, and promotional materials, media, methods, campaigns, firms, and venders [PARTY A] approves of in writing. 

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Non-Competition. During the Term and for [NON-COMPETITION PERIOD] months after the termination or expiration of this agreement, [PARTY B] will not engage in any business or other commercial activity similar to the Franchised Business within the Territory.

Non-Solicitation

Non-Solicitation of EmployeesSubject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD 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 induce or attempt to induce any officer, director, or employee to leave [PARTY A].

Permitted Hirings

Voluntary Contacts. [PARTY B] may employ [PARTY A]'s officers, directors, or employees who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Non-Solicitation

Non-Solicitation of Employees and Customers. Subject to paragraph [PERMITTED HIRINGS AND BUSINESS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD 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

induce or attempt to induce any officer, director, or employee to leave [PARTY A], or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of [PARTY A].

Permitted Hirings and Business

Voluntary Contacts. [PARTY B] may employ or accept the business of [PARTY A]'s officers, directors, employees, customers, consultants, or patrons who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Former Customers[PARTY B] may do business with any former customer, consultant, or patron of [PARTY A] who no longer does business with [PARTY A].

Mutual Non-Solicitation

Non-Solicitation of Employees and Customers. During the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave the other party, or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of the other party.

Permitted Hirings and Business

Voluntary Contacts. Each party may employ or accept the business of the other party's officers, directors, employees, customers, consultants, or patrons who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Former Customers. Each party may do business with any former customer, consultant, or patron of the other party who no longer does business with the other party.

Mutual Non-Solicitation

Non-Solicitation of Employees. Subject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave the other party.

Permitted Hirings

Voluntary Contacts. Each party may employ the other party's officers, directors, or employees who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Indemnification

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

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s operation of the Franchised Business or any other use of the Franchise Location.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails 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's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Termination

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

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

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.

Termination by [PARTY A]

Termination by [PARTY A] for Material Breach With Right to Cure. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

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.

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]

fails to pay any amounts it owes to [PARTY A] under this agreement [three] separate time over the preceding [12] months,

loses the right to occupy the Franchise Location, or

is convicted of a felony.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect, by delivering notice of the termination to the party.

Transfer

Right of First Refusal

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

result in a change in control of [PARTY B] or of the Franchised Business, or

constitute a transfer of any interest held by a Person controlling [PARTY B] or of the Franchised Business.

[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 the interest in [PARTY B], the interest subject to the proposed transfer on 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] or the Person with the interest in [PARTY B], of [PARTY A]'s intent to exercise this right of first refusal.

Expiration of Option. If within [90] Business Days of giving notice to [PARTY B] or the Person with the interest in [PARTY B], [PARTY A] has not entered a binding agreement to buy 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.

Transfer by [PARTY A][PARTY A] may freely and fully transfer its interests under this agreement, to inure to the benefit of the transferee or other legal successor to [PARTY A]'s interests.

Transfer by [PARTY B]

Acknowledgement of Personal Nature of Agreement[PARTY B] acknowledges that 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).

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.

Unauthorized Transfer Constitute's Breach by [PARTY B]. If [PARTY A] transfers this agreement or any interest under it without [PARTY A]'s consent,

[PARTY B] will be deemed in breach of this agreement, and

the transfer will be deemed void and of no effect.

Conditions for Approval of Transfer. [PARTY A] will not be required to 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:

the transferee has sufficient business experience to operate the Franchised Business;

[PARTY B] has paid all fees due under this agreement;

[PARTY B] has paid [PARTY A] a transfer fee equal to [TRANSFER FEE] to defray expenses [PARTY A] incurs under the transfer;

[PARTY B] executes a general release of all claims by [PARTY B] against [PARTY A];

the transferee executes a written assumption of all [PARTY B]'s rights, duties, and obligations under this agreement; and

[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].

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 the development, 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]

General Provisions

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

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.

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.

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,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

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").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"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."

"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:

the then-current, actual knowledge of the directors and officers of that party, and

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.

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.

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.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

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.

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.

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 shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

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].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Notices

Method of Notice. The parties shall 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[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach 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 party to post any security.

Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is

 beyond the reasonable control of a party,

 materially affects the performance of any of its obligations under this agreement, and

 could not reasonably have been foreseen or provided against, but

will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

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.

Time is of Essence. Except for the obligations under section [INSERT EXCEPTION TO TIME IS OF ESSENCE], time is of the essence of this agreement and of every part of this agreement. 

Time is of Essence. Time is of the essence of this agreement and 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]

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]).

Franchise Grant and Fees

Franchise Grant. [PARTY A] hereby grants to [PARTY B] the franchise grant described in section [FRANCHISE GRANT] (the "[DELIVERABLE]").

Fees. [PARTY B] shall pay [PARTY A] the Royalties Fees described in section [ROYALTIES FEES].

Franchise Grant

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]").

Proprietary Marks

Ownership of Proprietary Marks and Good Will[PARTY B] hereby acknowledges that

[PARTY A] owns all right, title, and interest in the Proprietary Marks,

[PARTY B]'s use of the Proprietary Marks, and any resulting good will, will accrue solely for [PARTY A]'s benefit, and

this agreement does not confer any goodwill or other interests in the Proprietary Marks on [PARTY B].

Use of Proprietary Marks. [PARTY B] will use the Proprietary Marks only in compliance with this agreement, and not as part of any corporate or trade name, or in connection with unauthorized goods or services.

No Contest. During and after the Term, [PARTY B] will not contest the validity or [PARTY A]'s ownership of the Proprietary Marks.

Notification of Infringement and Litigation

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].

[PARTY A]'s Control Over Litigation[PARTY A] will have exclusive control over any litigation in connection with infringement of the Proprietary Marks.

[PARTY B]'s Litigation Cooperation[PARTY B] shall execute any instruments and take all other actions necessary to protect and maintain [PARTY A]'s interests in any litigation in connection with infringement of the Proprietary Marks.

Changes to Proprietary Marks

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 the changes.

[PARTY B] Shall Use New 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, take all actions necessary to incorporate [PARTY A]'s changes to its marks into [PARTY B]'s goods, services, and facilities bearing [PARTY A]'s marks.

Rights Reserved by [PARTY A]

No Obligation to Grant Additional Franchises[PARTY A] will not be required to grant any additional franchises to [PARTY B] or any third party.

[PARTY A]'s Discretion Over Franchise Terms[PARTY A] may grant licenses for third parties to operate [FRANCHISE NAME] under whatever conditions [PARTY A] deems appropriate.

Definitions

Franchise Location. "Franchise Location" means the location at [INSERT ADDRESS OF FRANCHISE LOCATION].

Territory. "Territory" means the territory designated in the map attached as [ATTACHMENT].

Proprietary Marks. 'Proprietary Marks" means the trademark, service marks, trade names, and similar marks listed in the attachment [ATTACHMENT].

Royalties. In exchange for the [DELIVERABLE][PARTY B] shall pay [PARTY A] the Royalties Fees, and down payment, according to section [PAYMENT OF ROYALTIES].

License Fees. [PARTY B] shall pay [PARTY A] the license fee [of $[LICENSE FEE] / listed in [ATTACHMENT]] (the "License Fee").

Subscription Fees. [PARTY B] shall pay [PARTY A] a monthly subscription fee of $[SUBSCRIPTION FEE AMOUNT] (the "Subscription Fee") for the [DELIVERABLE] provided under this agreement.

Royalties Fees

Down Payment. On the Effective Date, [PARTY B] shall pay [PARTY A] a down payment of $[DOWN PAYMENT AMOUNT].

Fixed Royalty Rate. [PARTY B] shall pay to [PARTY A] Royalties Fees

equal to [ROYALTY PERCENTAGE]% of [PARTY B]'s gross sales at the franchised business over each [PAYMENT PERIOD] period (each period, an "Accounting Period"),

due within [14] Business Days' of the end of the applicable Accounting Period,

in immediately available funds, and

to the account [PARTY A] lists immediately below:

Account Number:

Routing Number:

Minimum Royalty Fee. Each Accounting Period, [PARTY B] shall 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].

Advertising Fee[PARTY B] shall pay to [PARTY A] an advertising fee of [ADVERTISING FEE PERCENTAGE] of gross sales each Accounting Period.

Accounting. [PARTY B] shall send with each payment to [PARTY A] a certified accounting for the applicable Accounting Period, correctly listing [PARTY B]'s sales over that Accounting Period.

TaxesPayment amounts under this agreement do not include Taxes, and [PARTY B] shall pay all Taxes applicable to payments between the parties under this agreement. 

Taxes. Each party shall pay the Taxes arising from the party's performance of its obligations and from compensation paid to the party. 

Taxes. Payment amounts under this agreement do not include taxes, and [PARTY A] shall pay all Taxes applicable to payments between the parties under this agreement.

Late Payments

Right to Suspend. If [PARTY B] fails to make payments when due [three] times over any [six]-month period, [PARTY A] may suspend the [DELIVERABLE] until [PARTY B] pays all outstanding fees plus a $[REINSTATEMENT FEE] reinstatement fee.

Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by Law, whichever is less.

Late Payments

Right to Suspend. If [PARTY B] fails to make payments when due [three] times over any [six]-month period, [PARTY A] may suspend the [DELIVERABLE] until [PARTY B] pays all outstanding fees.

Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by Law, whichever is less.

Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to [1]% per month ([12.68]% annually) or the maximum allowed by Law, whichever is less.

Term, Renewal, and Option to Purchase

Initial Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Initial Term").

Renewal

Options for Renewal. 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 [PARTY A]'s grant of the [DELIVERABLE] for two additional, consecutive terms (each, a "Renewal Term").

Renewal on New Terms. If [PARTY B] elects to renew under paragraph [OPTIONS FOR RENEWAL], the parties shall enter a new franchise agreement on the terms and conditions of [PARTY A]'s then-current form of franchise agreement.

Eligibility for Renewal. [PARTY B] will have the right to renew under paragraph [OPTIONS FOR RENEWAL] only if [PARTY B]

is not in breach of or default under this or any other agreement with [PARTY A], and

has paid all outstanding amounts owed to [PARTY A].

Option to Purchase Assets

[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.

Purchase Price

Fair Market Value. If [PARTY A] chooses to purchase any assets under paragraph [PARTY A'S OPTION], [PARTY A] shall pay for each asset the fair market value of the asset, determined as of the effective date of purchase and accounting for reasonable depreciation and condition of the asset.

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]'s receipt of [PARTY A]'s notice to exercise its option to purchase, the fair market value will be determined by three professionally certified appraisers, one selected by each party, and the third selected by the two the parties selected.

Term. "Term" means either the Initial Term or then-current Renewal Term.

Term, Renewal, and Option to Purchase

Initial Term. This agreement will commence on [the Effective Date / [DATE, MONTH]], and will continue for [TERM MONTHS] months unless terminated earlier (the "Initial Term").

Renewal

Options for Renewal. 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 agreement for two additional, consecutive terms ("Renewal Terms").

Eligibility for Renewal. [PARTY B] will have the right to renew under paragraph [OPTIONS FOR RENEWAL] only if [PARTY B]

is not in breach of or default under this or any other agreement with [PARTY A], and

has paid all outstanding amounts owed to [PARTY A].

Option to Purchase Assets

[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.

Purchase Price

Fair Market Value. If [PARTY A] chooses to purchase any assets under paragraph [PARTY A'S OPTION], [PARTY A] shall pay for each asset the fair market value of the asset, determined as of the effective date of purchase and accounting for reasonable depreciation and condition of the asset.

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]'s receipt of [PARTY A]'s notice to exercise its option to purchase, the fair market value will be determined by three professionally certified appraisers, one selected by each party, and the third selected by the two the parties selected.

Term. "Term" means the Initial Term or the then-current Renewal Term.

Representations

Mutual Representations

Existence. The parties are corporations incorporated and existing under the laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party's performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under

its articles, bylaws, or any unanimous shareholders agreement,

any Law to which it is subject,

any judgment, Order, or decree of any Governmental Authority to which it is subject, or

any agreement to which it is a party or by which it is bound.

Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to

own, lease, and operate its properties, and

conduct its business as it is now carried on.

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.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

[PARTY A]'s Representations

Ownership. [Except as disclosed in [PARTY A]'s Disclosure Schedule] [PARTY A]

has the exclusive right to grant the [DELIVERABLE], and

has the exclusive right to use and grant rights to use the Proprietary Marks.

Registration and Maintenance

Necessary Rights and Privileges[PARTY A] possesses all necessary rights and privileges to cause the Proprietary Marks to be  registered in, filed in, or issued by the United States Patent and Trademark Office or the corresponding offices of other jurisdictions and countries.

No Adverse Facts or Circumstances. To [PARTY A]'s Knowledge, there are no facts or circumstances which would prevent its registration, filing, or issuance described in paragraph [NECESSARY RIGHTS AND PRIVILEGES] above.

Maintenance. [PARTY A] has 

properly maintained the Proprietary Marks, and

paid all applicable maintenance and renewal fees.

No Prior Grant or Transfer. [PARTY A] has not

granted and is not obligated to grant any license to any third party that would conflict with the [DELIVERABLE] under this agreement, or

assigned or otherwise granted, and is not obligated to assign or otherwise grant, any of its rights or interest to any third party that would conflict with the [DELIVERABLE] under this agreement.

No Infringement. The Proprietary Marks do not infringe the Intellectual Property rights or other rights of any third party.

No Third Party infringement. Except as disclosed in [PARTY A]'s Disclosure Schedule, to [PARTY A]'s Knowledge, no third party is infringing the Proprietary Marks.

Not in Public Domain. The Proprietary Marks are not in the public domain.

[PARTY B]'s Independent Investigation

Acknowledgements. [PARTY B] acknowledges that it

has conducted its own independent investigation, review, and analysis of [FRANCHISE NAME], [PARTY A]'s business, and the Franchise Location], and

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

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

representations and warranties, or

right to indemnification under section [INDEMNIFICATION].

Operations of Franchised Business

Condemnation and Casualty of Franchise Location

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.

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.

Casualty. If the Franchise Location is damaged, [PARTY B] shall promptly repair the damage.

Insurance. [PARTY B] shall obtain and maintain the insurance policies listed in and according to [ATTACHMENT].

Training

Initial Training[PARTY B] shall complete [PARTY A]'s initial training programs, according to [PARTY A]'s then-current training guidelines and costs, at the next scheduled training class after the Effective Date.

Employee Training. Before allowing any Person to hold a management position at the Franchised Business, [PARTY B] shall require that Person complete [PARTY A]'s initial training programs, according to [PARTY A]'s then-current training guidelines and costs.

Regional Training. [PARTY B] shall complete one or more of [PARTY A]'s regional training programs, according to [PARTY A]'s then-current training guidelines and costs.

Update Training. [PARTY B] shall attend and complete annual update training programs, according to [PARTY A]'s then-current training guidelines and costs.

Inspection by [PARTY A]

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.

Pay Costs and Missing Fees. If [PARTY A]'s inspection reveals that [PARTY B]'s gross sales have been understated by [2]% or more for any Accounting Period, [PARTY B] shall immediately pay to [PARTY A] the cost of the audit and the amount of royalty fees, plus interest.

Operating Hours

Post Operating Hours. Subject to applicable Laws, [PARTY B] shall post the operating hours conspicuously at the Franchise Location

Modify Operating Hours. The parties may modify the operating hours only by written agreement.

[PARTY B]'s Employees

Employee Sufficient Employees[PARTY B] shall employ a sufficient number of trained and competent employees to ensure sufficient service to [PARTY B]'s customers.

Relationship with [PARTY A]. No employee of [PARTY B] will be deemed an employee of [PARTY A].

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.

Activities at the Franchise Location. At the Franchise Location, [PARTY B] will not

engage in any business except for the Franchised Business, without [PARTY A]'s written consent, or

allow the location to be used for any immoral or illegal purpose or activity.

Operations Manual

Operate According to Manuals. [PARTY B] shall operate the Franchised Business according to the Manuals.

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].

Copying of Manuals[PARTY B] will not copy, duplicate, record or otherwise reproduce the Manuals or any information in the Manuals, without [PARTY A]'s written consent.

Ownership of Manuals. [PARTY A] will retain all ownership interests in the Manuals.

Revised Manuals

Right to Revise Manuals[PARTY A] may revise the Manuals or any part of a Manual.

Deliver Revised Manuals to [PARTY B]. Promptly after making any revision to a Manual, [PARTY A] shall deliver the revised Manuals to [PARTY B].

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.

[PARTY B]'s Release of [PARTY A]

General Release. [PARTY B] hereby irrevocably releases and agrees not to sue [PARTY A], [PARTY A]'s parent, 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].

Acknowledgement of Release[PARTY B] [and all guarantors] hereby acknowledge that

[PARTY A] has given fair consideration for this release and,

they fully understand that this is a negotiated, complete, and final release of all claims.

[PARTY A]'s Obligations

Loan [PARTY B] Manuals. [PARTY A] shall loan to [PARTY B] during the term one copy of each Manual.

Provide Operating Assistance. [PARTY A] shall provide [PARTY B] with operating assistance, including

on [PARTY B]'s reasonable request, consulting [PARTY B] by telephone regarding franchise sales, support, and assistance, and

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.

Advertising

Local Advertising Expenses. Each month, [PARTY B] shall spend at least [MINIMUM MARKETING PERCENTAGE] percentage of its gross sales on local marketing.

Document and Report Expenses. Each Accounting Period, [PARTY B] shall document and report the monthly amounts it spent on advertising during that Accounting Period.

Pre-Approval of Advertising[PARTY B] will only use advertising, marketing, and promotional materials, media, methods, campaigns, firms, and venders [PARTY A] approves of in writing. 

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose], except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. [PARTY B] may disclose Confidential Information to its Representatives

if and to the extent that [PARTY A] consents in writing to such disclosure, or

to the [PARTY B]'s officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. [PARTY B] may disclose Confidential Information if it is required to do so by Law but only if [PARTY B]

gives [PARTY A] Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with [PARTY A] in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, [PARTY B] shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. [PARTY B] will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. [PARTY B] may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. [PARTY B] will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without [PARTY A]'s written consent.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent allowed under paragraphs [PERMITTED DISCLOSURE] and [REQUIRED DISCLOSURE].

Permitted Disclosure. A receiving party may disclose Confidential Information to its Representatives

if and to the extent that the disclosing party consents in writing to such disclosure, or

to the receiving party's officers, directors, employees, Affiliates, or Representatives who

need to know the Confidential Information in connection with the Purpose,

have been informed of the confidentiality obligations of this agreement, and 

agree comply with the confidentiality obligations of this agreement.

Required Disclosure. The receiving party may disclose Confidential Information if it is required to do so by Law but only if the receiving party

gives the disclosing party Notice to allow it a reasonable opportunity to either seek a protective order or other appropriate remedy or waive the recipient's compliance with the confidentiality obligations,

reasonably cooperates with the disclosing party in its reasonable efforts to obtain a protective order or other appropriate remedy,

discloses only that portion of the Confidential Information that, having consulted with its counsel, it is legally required to disclose, and

uses reasonable efforts to obtain reliable written assurance from the third party that the Confidential Information will be kept confidential.

Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information, but in no event less than reasonable care.

Burden of Proof. The receiving party will have the burden of proof relating to all exceptions to the definition of Confidential Information.

No Copies. A receiving party may not copy, record, or otherwise reproduce any Confidential Information.

No Modification of Confidential Information. The receiving party will not copy, decompile, modify, reverse engineer, or create derivative works out of any Confidential Information without the disclosing party's written consent.

Confidentiality Obligations. The parties shall continue to be bound by the terms of the non-disclosure agreement between the parties, dated [DATE] and attached to this agreement on [ATTACHMENT].

Non-Disclosure of Agreement. Neither party will disclose the terms or existence of this agreement to any third party, unless the other party gives written consent to the disclosure.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-DisclosureA receiving party may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement

the disclosing party consents to in writing, or

required by Law.

Notice. A receiving party shall notify the disclosing party if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Confidentiality

Confidentiality Obligation. The receiving party shall hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.

Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement[ and solely for the Purpose].

Non-Disclosure[PARTY B] may not disclose Confidential Information, [the existence of this agreement, the Transaction, or the Purpose] to any third party, except to the extent

permitted by this agreement,

[PARTY A] consents to in writing, or

required by Law.

Notice. [PARTY B] shall notify [PARTY A] if it

is required by Law to disclose any Confidential Information, or

learns of any unauthorized disclosure of Confidential Information.

Non-Competition. During the Term and for [NON-COMPETITION PERIOD] months after the termination or expiration of this agreement, [PARTY B] will not engage in any business or other commercial activity similar to the Franchised Business within the Territory.

Non-Solicitation

Non-Solicitation of EmployeesSubject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD 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 induce or attempt to induce any officer, director, or employee to leave [PARTY A].

Permitted Hirings

Voluntary Contacts. [PARTY B] may employ [PARTY A]'s officers, directors, or employees who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Non-Solicitation

Non-Solicitation of Employees and Customers. Subject to paragraph [PERMITTED HIRINGS AND BUSINESS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD 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

induce or attempt to induce any officer, director, or employee to leave [PARTY A], or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of [PARTY A].

Permitted Hirings and Business

Voluntary Contacts. [PARTY B] may employ or accept the business of [PARTY A]'s officers, directors, employees, customers, consultants, or patrons who contact [PARTY B] on their own initiative without any direct or indirect solicitation or encouragement by [PARTY B].

Former Employees. [PARTY B] may employ any former officer, director, or employee of [PARTY A] whose employment with [PARTY A] has terminated.

Former Customers[PARTY B] may do business with any former customer, consultant, or patron of [PARTY A] who no longer does business with [PARTY A].

Mutual Non-Solicitation

Non-Solicitation of Employees and Customers. During the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity

induce or attempt to induce any officer, director, or employee to leave the other party, or

solicit or accept, or attempt to solicit or accept, the business of any customer, consultant, or patron of the other party.

Permitted Hirings and Business

Voluntary Contacts. Each party may employ or accept the business of the other party's officers, directors, employees, customers, consultants, or patrons who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Former Customers. Each party may do business with any former customer, consultant, or patron of the other party who no longer does business with the other party.

Mutual Non-Solicitation

Non-Solicitation of Employees. Subject to paragraph [PERMITTED HIRINGS], during the period starting on the Effective Date and ending [NON-SOLICITATION PERIOD TERM] after the termination or expiration of this agreement (the "Non-Solicitation Period"), neither party will directly or indirectly, on its own behalf or in the service or on behalf of others, in any capacity induce or attempt to induce any officer, director, or employee to leave the other party.

Permitted Hirings

Voluntary Contacts. Each party may employ the other party's officers, directors, or employees who contact the party on their own initiative without any direct or indirect solicitation or encouragement by the party.

Former Employees. Each party may employ any former officer, director, or employee of the other party whose employment with the other party has terminated.

Indemnification

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

brought by either a third party or [PARTY A], and

arising out of [PARTY B]'s operation of the Franchised Business or any other use of the Franchise Location.

Mutual Indemnification. Each party (as an indemnifying party) shall indemnify the other (as an indemnified party) against all losses arising out of any proceeding

brought by either a third party or an indemnified party, and

arising out of the indemnifying party's willful misconduct or gross negligence.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, the indemnified party shall

notify the indemnifying party of the indemnifiable proceeding, and

deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify. If the indemnified party fails 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's failure.

Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section [INDEMNIFICATION].

Termination

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

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

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.

Termination by [PARTY A]

Termination by [PARTY A] for Material Breach With Right to Cure. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and

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.

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]

fails to pay any amounts it owes to [PARTY A] under this agreement [three] separate time over the preceding [12] months,

loses the right to occupy the Franchise Location, or

is convicted of a felony.

Termination for Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect, by delivering notice of the termination to the party.

Transfer

Right of First Refusal

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

result in a change in control of [PARTY B] or of the Franchised Business, or

constitute a transfer of any interest held by a Person controlling [PARTY B] or of the Franchised Business.

[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 the interest in [PARTY B], the interest subject to the proposed transfer on 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] or the Person with the interest in [PARTY B], of [PARTY A]'s intent to exercise this right of first refusal.

Expiration of Option. If within [90] Business Days of giving notice to [PARTY B] or the Person with the interest in [PARTY B], [PARTY A] has not entered a binding agreement to buy 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.

Transfer by [PARTY A][PARTY A] may freely and fully transfer its interests under this agreement, to inure to the benefit of the transferee or other legal successor to [PARTY A]'s interests.

Transfer by [PARTY B]

Acknowledgement of Personal Nature of Agreement[PARTY B] acknowledges that 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).

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.

Unauthorized Transfer Constitute's Breach by [PARTY B]. If [PARTY A] transfers this agreement or any interest under it without [PARTY A]'s consent,

[PARTY B] will be deemed in breach of this agreement, and

the transfer will be deemed void and of no effect.

Conditions for Approval of Transfer. [PARTY A] will not be required to 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:

the transferee has sufficient business experience to operate the Franchised Business;

[PARTY B] has paid all fees due under this agreement;

[PARTY B] has paid [PARTY A] a transfer fee equal to [TRANSFER FEE] to defray expenses [PARTY A] incurs under the transfer;

[PARTY B] executes a general release of all claims by [PARTY B] against [PARTY A];

the transferee executes a written assumption of all [PARTY B]'s rights, duties, and obligations under this agreement; and

[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].

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 the development, 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]

General Provisions

Waiver

Affirmative Waivers. Neither party's failure or neglect to enforce any of rights under this agreement will be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

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.

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.

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,

represent the final expression of the parties' intent and agreement between the parties relating to the subject matter of this agreement,

contain all the terms the parties agreed to relating to the subject matter, and

replace all the parties' previous discussions, understandings, and agreements relating to the subject matter.

Binding Effect. This [agreement /plan] will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a writing signed by both parties.

Severability. If any part of this [agreement /plan] is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Interpretation. Each party has had adequate opportunity to review this agreement. Any interpretation of this agreement shall be made without regard to authorship or negotiation.

Interpretation

References to Specific Terms

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").

Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.

"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."

"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:

the then-current, actual knowledge of the directors and officers of that party, and

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.

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.

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.

Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.

Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.

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.

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.

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 shall take all necessary steps to conform the inconsistent terms to the terms of [this agreement / [SPECIFIED AGREEMENTS].

Dispute Resolution. Any controversy or claim arising out of this agreement will be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement and [SUBJECT MATTER OF THE AGREEMENT] will be settled by arbitration in [STATE], according to the rules of the American Arbitration Association then in effect, and by [NUMBER OF ARBITRATORS] arbitrators[s].

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.

Arbitrator's Authority. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The arbitrator will not have the power to award any punitive [or consequential] damages.

Appointment of Arbitrators. Arbitration will be determined by three arbitrators, one appointed by [PARTY A], one appointed by [PARTY B], and the third will be appointed by the first two arbitrators.

Failure to Appoint Arbitrators. If either [PARTY A] or [PARTY B] fails to appoint an arbitrator within [NUMBER OF DAYS] of a request in writing by the other to do so, or if the first two arbitrators cannot agree on the appointment of a third arbitrator within [NUMBER OF DAYS] after the second arbitrator is designated, then such arbitrator will be appointed by the American Arbitration Association.

Procedure. The arbitration will be conducted promptly and expeditiously and in accordance with the rules of the American Arbitration Association.

Arbitration Expenses. The parties shall bears the expenses of the arbitrator(s) equally.

Dispute Resolution

Mediation. Any disputes not resolved by negotiation will be subject to mediation under the [American Arbitration Association's Mediation Rules] as a condition precedent to the filing of any litigation.

Either party may commence the mediation process by providing to the other party written notice, listing the subject of the dispute, claim or controversy and the relief requested.

Within ten 10 days after the receipt of the foregoing notice, the other party shall deliver a written response to the initiating party's notice.

Mediation will be held at a mutually agreeable location[ within the State where the contract is performed].

The initial mediation session will be held within 30 days after the initial notice.

The parties agree to share equally the expenses of the mediation (which will not include the expenses incurred by each party for its own legal representation in connection with the mediation).

Arbitration. Any disputes not resolved by mediation within [45] days after initiation of the mediation procedure will be resolved by arbitration under the American Arbitration Association's Arbitration Rules in a court of competent jurisdiction where the [contract is performed]

The arbitration will be governed by the Federal Arbitration Act, 9 U.S.C. §§1 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered by any court having jurisdiction thereof.

The arbitration will be conducted by an arbitrator experienced in [ARBITRATOR EXPERIENCE] and will include a written record of the arbitration hearing. The parties reserve the right to object to any individual who will be employed by or affiliated with a competing organization or entity.

The place of arbitration will be [CITY, STATE].

Litigation. If the dispute has not been resolved by non-binding means as provided herein within [90] days of the initiation of such procedure, this agreement does not preclude either party from initiating litigation [on [00] days written notice to the other party]; provided, however, that if one party has requested the other to participate in a non-binding procedure and the other has failed to participate, the requesting party may initiate litigation before expiration of the above period.

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings an Action to enforce their rights under this agreement, the prevailing party may recover its expenses (including reasonable attorneys' fees) incurred in connection with the Action and any appeal from the losing party.

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law and Consent to Jurisdiction and Venue

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

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].

Consent to Service. Each party hereby irrevocably

agrees that process may be served on it in any manner authorized by the Laws of the State of [GOVERNING LAW STATE] for such Persons, and 

waives any objection which it might otherwise have to service of process under the Laws of the State of [GOVERNING LAW STATE].

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Notices

Method of Notice. The parties shall 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[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

the other party's receipt of it, or

if mailed, on the earlier of the other party's receipt of it and the [fifth] Business Day after mailing it. 

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party that cannot be adequately relieved solely by monetary damages.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Equitable Relief

Acknowledgment of Irreparable Harm. Each party acknowledges that their breach or threatened breach of their obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][INCLUDE OTHER SPECIFIC OBLIGATIONS] would result in irreparable harm to the other party that cannot be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties hereby acknowledge their mutual intent that after any breach 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 party to post any security.

Force Majeure. A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is

 beyond the reasonable control of a party,

 materially affects the performance of any of its obligations under this agreement, and

 could not reasonably have been foreseen or provided against, but

will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

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.

Time is of Essence. Except for the obligations under section [INSERT EXCEPTION TO TIME IS OF ESSENCE], time is of the essence of this agreement and of every part of this agreement. 

Time is of Essence. Time is of the essence of this agreement and 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]