Business FDD Questionnaire

BUSINESS FDD QUESTIONNAIRE AND ENGAGEMENT AGREEMENT

Parties and Recitals

This Business FDD Questionnaire and Engagement Agreement (the Agreement) is made between Franchisor Name: and Recipient/Consultant Name:

WHEREAS:

WHEREAS, Franchisor operates or intends to operate a business system and brand for the sale of goods and/or services under certain marks and seeks to prepare or update a Franchise Disclosure Document (FDD); and

WHEREAS, Recipient will collect, evaluate and compile information from Franchisor necessary to prepare, review, or supplement the FDD and associated disclosure schedules, subject to the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective obligations, the scope of work, compensation and confidentiality obligations relating to the Questionnaire and FDD preparation process.

Franchisor Information

Questionnaire — Business Operations

Year business established:

Fees and Financial Terms

Initial franchise fee: $

Ongoing royalty (% of gross sales): %

Advertising fund contribution (% of gross sales): %

Late payment penalty (interest or flat fee):

Scope of Work

The Recipient shall perform the following services in connection with preparation, review and delivery of the Franchise Disclosure Document and related schedules. Provide a detailed description below:

Term and Termination

Agreement start date:    Term end date (if any):

Either party may terminate this Agreement upon written notice delivered to the other party if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice.

Upon termination, Recipient will deliver to Franchisor all completed work, all work in progress, and all original documents and Confidential Information in Recipient's possession, subject to retention of such copies as required by law or expressly permitted by Franchisor in writing.

Confidentiality

"Confidential Information" means non-public business, financial, technical, operational and marketing information of Franchisor disclosed to Recipient in connection with this Agreement, whether disclosed orally, in writing or in electronic form. Recipient shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to Confidential Information to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those hereunder; and (c) not disclose Confidential Information to any third party without Franchisor's prior written consent, except as required by law, provided Recipient gives Franchisor prompt notice to permit protective measures.

Disclosures and Attachments

Please indicate which of the following documents are attached or will be provided to support the FDD:

Intellectual Property

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles.

Entire Agreement: This Agreement, together with any attachments and the completed Questionnaire responses, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any modification or amendment must be in writing signed by both parties.

Representations and Certifications

The undersigned represents and certifies that the information provided in this Questionnaire is true, complete and accurate to the best of their knowledge as of the date below, and acknowledges that such information will be relied upon by Recipient in preparing and reviewing the FDD and related materials.

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