Franchise Agreement for Former Franchisees

FRANCHISE AGREEMENT FOR FORMER FRANCHISEES

This Franchise Agreement for Former Franchisees ("Agreement") is entered into as of by and between Franchisor Name: a business organized under the laws of with principal place of business at (\"Franchisor\"), and Former Franchisee Name: with principal address at (\"Former Franchisee\").

RECITALS

WHEREAS, Former Franchisee previously operated a franchised business located at under a franchise agreement terminated effective .

WHEREAS, the parties desire to set forth their respective post-termination obligations, releases, and the limited transitional arrangements identified herein and to memorialize certain continuing restrictions and remedies.

WHEREAS, Franchisor has agreed to provide certain consideration to Former Franchisee in exchange for the mutual covenants and releases set forth below.

NOW, THEREFORE, in consideration of the mutual covenants, promises and other good and valuable consideration set forth below, the parties agree as follows:

1. DEFINITIONS

1.1 \"Confidential Information\" means all non-public business, financial, marketing, operational, and technical information of Franchisor or its affiliates disclosed to Former Franchisee or accessed by Former Franchisee in connection with the franchise relationship, including, without limitation, trade secrets, customer lists, pricing, supplier information, advertising plans and proprietary methods.

1.2 \"Territory\" means the geographic area described as:

2. CONSIDERATION

2.1 In full consideration of Former Franchisee's agreements and covenants contained herein, Franchisor shall pay Former Franchisee the sum of $ (\"Consideration\").

2.2 Payment Terms: Franchisor shall pay the Consideration as follows:

3. RELEASE AND COVENANT NOT TO SUE

3.1 Upon receipt of the Consideration in accordance with Section 2, Former Franchisee hereby fully and irrevocably releases and discharges Franchisor and its affiliates, and their respective officers, directors, employees and agents, from any and all claims, demands, causes of action, obligations and liabilities, whether known or unknown, arising out of or related to the franchise relationship or its termination through the Effective Date.

3.2 The foregoing release does not apply to (a) claims arising after the Effective Date, (b) obligations expressly set forth in this Agreement, or (c) claims for fraud or willful misconduct.

4. CONFIDENTIALITY

4.1 Former Franchisee shall hold in strict confidence and shall not disclose, use, copy, or permit to be used any Confidential Information except as necessary to comply with this Agreement or as required by applicable law. Former Franchisee shall take all reasonable measures to protect Confidential Information consistent with the protection afforded to its own confidential information.

4.2 The obligations of confidentiality survive for a period of years following the Effective Date, except for trade secrets for which protection shall continue so long as such information remains a trade secret under applicable law.

5. NON-COMPETE AND NON-SOLICITATION

5.1 Non-Competition. Former Franchisee covenants and agrees that, for a period of following the Effective Date, it shall not, within the Territory, directly or indirectly own, manage, operate, control, be employed by or otherwise participate in a business that competes with the Franchisor's business as conducted at the franchise location described in this Agreement.

5.2 Non-Solicitation. For the same period set forth in Section 5.1, Former Franchisee shall not solicit, induce, or attempt to solicit or induce any employee, independent contractor, or customer of Franchisor with whom Former Franchisee had material contact during the franchise relationship to terminate or reduce that relationship with Franchisor.

6. INTELLECTUAL PROPERTY; TRADEMARKS

6.1 All right, title and interest in and to Franchisor's marks, trade names, trademarks, service marks and logos (\"Marks\") shall remain the exclusive property of Franchisor. Former Franchisee shall immediately cease all use of the Marks and shall not challenge the validity or ownership of the Marks.

6.2 Former Franchisee shall, within days of the Effective Date, return to Franchisor all proprietary materials, manuals, equipment and signage bearing the Marks, except as otherwise agreed in writing.

7. TRANSITION ASSISTANCE

7.1 To the extent agreed by the parties, Former Franchisee will provide reasonable cooperation to Franchisor and any succeeding operator to effect an orderly transition of the franchise location. Specific transition services and their duration are described below.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each party agrees to indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of that party's breach of this Agreement, willful misconduct or negligence.

8.2 Limitation of Liability. Except for liability arising from fraud, willful misconduct, or a party's obligations under Sections 3 (Release), 4 (Confidentiality) and 5 (Non-Compete and Non-Solicitation), neither party shall be liable to the other for indirect, incidental, consequential, exemplary or punitive damages.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each party represents and warrants that it has full authority to enter into this Agreement and that the person signing below is authorized to execute this Agreement on its behalf.

9.2 Former Franchisee represents and warrants that, except as disclosed in writing to Franchisor prior to the Effective Date, Former Franchisee is not party to any agreement that would conflict with its obligations under this Agreement.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and will be deemed given when delivered personally, or by certified mail, postage prepaid, return receipt requested, or by nationally recognized overnight courier, to the addresses below or such other address as a party may designate by notice given in accordance with this Section.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 This Agreement may be amended only by a written instrument duly executed by both parties. No waiver of any provision will be effective unless in writing and signed by the party to be charged.

11.2 This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles.

12.2 Dispute Resolution. The parties agree that any dispute arising out of or relating to this Agreement shall first be subject to good faith negotiation. If unresolved, the parties agree upon in the county or equivalent jurisdiction in the State named above, unless the parties mutually agree otherwise in writing.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with any schedules or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, oral or written.

13.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that comes closest to the parties' original intent.

14. SURVIVAL

The covenants and provisions of this Agreement that by their nature are intended to survive termination or expiration of any prior franchise agreement shall survive the termination of such prior agreements and the Effective Date, including but not limited to Sections 3 (Release), 4 (Confidentiality), 5 (Non-Compete and Non-Solicitation), 6 (Intellectual Property) and 8 (Indemnification).

15. MISCELLANEOUS

15.1 No Admission. The parties agree that this Agreement is not an admission of liability by either party.

15.2 Further Assurances. Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

SIGNATURES

The parties have executed this Agreement as of the date first written above.

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