FRANCHISE AGREEMENT
This Franchise Agreement (“Agreement”) is made and entered into as of [Date], by and between ADD Phone Book LLC, a [State] limited liability company, located at [Company Address] (“Franchisor”), and [Franchisee Name], an individual/corporation/limited liability company, located at [Franchisee Address] (“Franchisee”).
RECITALS
WHEREAS, Franchisor has developed and operates a unique business model known as ADD Phone Book (“Business Model”), as further described on the website www.addphonebook.com; and
WHEREAS, Franchisee desires to operate a franchise of the Business Model, and Franchisor agrees to grant Franchisee a franchise upon the terms and conditions set forth herein.
DEFINITIONS
For the purposes of this Agreement, the following terms shall have the meanings set forth below:
- “Business” means the operation of a directory service platform as described in Franchisor’s operating manuals.
- “Confidential Information” means any and all information disclosed by Franchisor to Franchisee, including but not limited to business plans, customer lists, and proprietary software.
- “Territory” means the geographical area described in Exhibit A attached hereto and made a part of this Agreement.
GRANT OF FRANCHISE
- Franchise Rights: Franchisor grants to Franchisee the right to operate an ADD Phone Book franchise (“Franchise”) within the Territory for a term of [number] years, commencing on the date of this Agreement, subject to renewal as set forth herein.
- Exclusive Territory: Franchisee shall have the exclusive right to operate the Franchise within the Territory. Franchisor shall not establish or operate, nor license any other party to establish or operate, an ADD Phone Book franchise within the Territory.
- Term of Agreement: This Agreement shall commence on the date hereof and continue for an initial term of [number] years, unless terminated earlier in accordance with the terms of this Agreement. Franchisee may renew the Agreement for successive [number]-year terms, subject to compliance with renewal conditions established by Franchisor.
FRANCHISE FEES
- Initial Franchise Fee: Franchisee shall pay to Franchisor an initial franchise fee of $[amount], payable upon execution of this Agreement. This fee is non-refundable.
- Ongoing Royalty Fees: Franchisee shall pay to Franchisor an ongoing royalty fee equal to [percentage]% of gross sales, payable monthly on or before the [day] of each month for the preceding month’s sales.
- Marketing Fees: Franchisee shall contribute to Franchisor’s marketing fund by paying [percentage]% of gross sales, payable monthly on or before the [day] of each month for the preceding month’s sales.
- Payment Terms: All payments due to Franchisor under this Agreement shall be made by electronic funds transfer or such other method as Franchisor may designate from time to time. Any payment not made when due shall bear interest at the rate of [percentage]% per annum or the highest rate permitted by law, whichever is less.
TRAINING AND SUPPORT
- Initial Training: Franchisor shall provide initial training to Franchisee and its designated personnel. The initial training program shall be conducted at Franchisor’s headquarters or such other location as Franchisor may designate and shall last for a period of [number] days.
- Ongoing Support: Franchisor shall provide ongoing support to Franchisee, including but not limited to updates to operating manuals, periodic on-site visits, and access to a help desk for operational inquiries.
- Operating Manuals: Franchisor shall provide Franchisee with a set of operating manuals, which shall remain the property of Franchisor and must be returned upon termination of this Agreement. Franchisee agrees to adhere to the procedures and standards set forth in the operating manuals.
FRANCHISEE OBLIGATIONS
- Compliance with Standards: Franchisee agrees to operate the Franchise in strict compliance with the standards and specifications established by Franchisor from time to time, as set forth in the operating manuals and other written directives.
- Use of Trademarks and Branding: Franchisee shall use Franchisor’s trademarks, logos, and other branding materials in accordance with Franchisor’s guidelines. Franchisee acknowledges that Franchisor’s trademarks and branding are the exclusive property of Franchisor.
- Quality Control: Franchisee shall maintain the quality of services provided under the Franchise in accordance with Franchisor’s standards. Franchisee shall permit Franchisor to conduct periodic inspections of the Franchise premises to ensure compliance with such standards.
- Reporting Requirements: Franchisee shall submit to Franchisor such periodic reports as Franchisor may require, including but not limited to sales reports, financial statements, and customer feedback.
OPERATIONS
- Site Selection and Lease Approval: Franchisee shall select a site for the Franchise location, subject to Franchisor’s approval. Franchisee shall not enter into any lease or purchase agreement for the site without obtaining Franchisor’s prior written consent.
- Equipment and Supplies: Franchisee shall procure and maintain at its own expense all equipment, furniture, fixtures, and supplies necessary for the operation of the Franchise, in accordance with Franchisor’s specifications.
- Operating Hours: Franchisee shall operate the Franchise during the hours specified by Franchisor. Franchisee shall obtain Franchisor’s prior approval for any changes to the operating hours.
- Marketing and Advertising: Franchisee shall participate in marketing and advertising campaigns as directed by Franchisor. Franchisee shall contribute to Franchisor’s marketing fund as specified in the Franchise Fees section of this Agreement.
INTELLECTUAL PROPERTY
- Trademark and Logo Use: Franchisee acknowledges that Franchisor’s trademarks, logos, and other intellectual property are the exclusive property of Franchisor. Franchisee shall not use such intellectual property except as expressly permitted by this Agreement.
- Confidential Information: Franchisee agrees to maintain the confidentiality of all Confidential Information disclosed by Franchisor. Franchisee shall not use or disclose Confidential Information except as necessary for the operation of the Franchise.
- Non-Competition Clause: During the term of this Agreement and for a period of [number] years following its termination, Franchisee shall not engage in any business that competes with the Business within the Territory or within [number] miles of any other ADD Phone Book franchise.
TERMINATION
- Grounds for Termination: Franchisor may terminate this Agreement for cause, including but not limited to Franchisee’s breach of this Agreement, failure to meet performance standards, insolvency, or if Franchisor finds any issue with the Franchisee’s operations.
- Immediate Termination: Franchisor reserves the right to cancel the franchise license without any prior notification if any issues with the Franchisee’s operations are identified that pose a risk to the reputation or operation of the Business.
- Effects of Termination: Upon termination of this Agreement, Franchisee shall immediately cease use of Franchisor’s intellectual property and return all Confidential Information and operating manuals to Franchisor. Franchisee shall also pay all outstanding amounts owed to Franchisor.
- Post-Termination Obligations: Following termination of this Agreement, Franchisee shall comply with the non-competition and confidentiality obligations set forth herein. Franchisee shall also cooperate with Franchisor in the transition of the Franchise to a new operator, if applicable.
DISPUTE RESOLUTION
- Mediation and Arbitration: Any disputes arising under this Agreement shall be resolved through mediation and, if necessary, arbitration. The parties shall first attempt to resolve the dispute through mediation in [State]. If the dispute is not resolved through mediation, it shall be submitted to arbitration in accordance with the rules of the American Arbitration Association.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State], without regard to its conflict of laws principles.
- Venue: The exclusive venue for any legal action arising out of this Agreement shall be the state and federal courts located in [County], [State].
MISCELLANEOUS
- Amendments: This Agreement may be amended only by a written instrument signed by both parties.
- Entire Agreement: This Agreement, together with all exhibits and schedules attached hereto, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the subject matter hereof.
- Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, return receipt requested, or by a nationally recognized courier service, to the addresses specified above or such other addresses as the parties may designate in writing.
- Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
- Waiver: The waiver by either party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
EXHIBIT A: TERRITORY DESCRIPTION
[Detailed description of the Territory granted to Franchisee]
IN WITNESS WHEREOF, the parties hereto have executed this Franchise Agreement as of the day and year first above written.
FRANCHISOR:
ADD Phone Book LLC
By: ___________________________
Name: _________________________
Title: __________________________
FRANCHISEE:
[Franchisee Name]
By: ___________________________
Name: _________________________
Title: __________________________